Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.

Right of First Refusal. In With respect to any Transfer, or agreement to engage in a Transfer, prior to the event earlier of (i) January 1, 2009 or (ii) a Termination Event, the Owner Participant ▇▇▇▇▇ Entities shall have, and each other Stockholder hereby irrevocably grants to the ▇▇▇▇▇ Entities, the rights (the "Right of First Refusal") described in this Section 5.01. (a) A Stockholder (other than a ▇▇▇▇▇ Entity) (the "Selling Stockholder") that desires to sellTransfer its Stock in compliance with this Section 5.01 must first receive a bona fide, leasewritten, convey binding offer and commitment ("Offer") for the acquisition of any or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner LessorTransferor's Interest at any time during Shares from a Qualified Transferee (other than an Affiliate or an Associate of the three (3) year period commencing Selling Stockholder), that is capable of consummating the proposed acquisition on the termination or expiration terms of the Facility Lease Offer, conditioned only on the exercise of Stockholder rights under this Agreement and satisfaction of customary closing conditions. Upon receipt and acceptance of an Offer, the Selling Stockholder shall give written notice (except the "ROFR Notice") to FFW stating that the Selling Stockholder intends to Transfer Stock. The ROFR Notice shall identify the Qualified Transferee, specify the type and number of shares of Stock to be Transferred to the Qualified Transferee (the "ROFR Shares"), specify the per share price (in cash or other consideration) (the "Sale Price") that the Qualified Transferee has agreed to pay for the ROFR Shares, and enclose an accurate summary of all terms and conditions of the proposed transfer. (b) The ROFR Notice shall constitute the Selling Stockholder's binding offer to sell the ROFR Shares to the ▇▇▇▇▇ Entities on the terms set forth in the event that a Lease Event ROFR Notice and this Agreement. The ▇▇▇▇▇ Entities, or any of Default them, shall have existed at such time 10 business days after delivery of termination or expiration), any such sale or other transfer shall be the ROFR Notice (subject to any required regulatory approvals, provided that the Facility Lessee's appropriate ▇▇▇▇▇ Entity is using commercially reasonable efforts to satisfy such regulatory condition as soon as reasonably practicable) (the "ROFR Exercise Period") to exercise its right of first refusal on to purchase all, but not less than all of, the ROFR Shares at the Sale Price and upon the other terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt ROFR Notice by written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest the Selling Stockholder within the ROFR Exercise Period. (c) Failure to deliver such a notice within the ROFR Exercise Period shall constitute waiver of the Owner Lessor's Interest or Right of First Refusal with respect to the Member Interest ROFR Shares, and the Selling Stockholder shall have ninety (90) business days thereafter to complete the transfer of the Owner ParticipantROFR Shares to the Qualified Transferee pursuant to the Offer; otherwise, and which offers it wishes the ROFR Shares shall thereupon be again subject to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If refusal described in this Section 5.01 before any transfer can be made. (d) Delivery of a notice exercising the Facility Lessee elects to exercise Right of First Refusal shall create a binding contract between the right provided in applicable ▇▇▇▇▇ Entities and the preceding sentence, it will within 60 days Selling Stockholder for the purchase and sale of such notice (the "Agreement Period") execute a contract ROFR Shares at the Sale Price and on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantOffer and this Section 5. 01. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant)event, the Owner Participant shall again comply with ▇▇▇▇▇ Entities exercising the notice and right of first refusal provisions shall deliver the Sale Price for the ROFR Shares, in immediately available funds, to the Selling Stockholder to effectuate the Transfer of the ROFR Shares within five business days after the end of the ROFR Exercise Period or the satisfaction of the conditions to closing contained in the ROFR Notice provided that the appropriate ▇▇▇▇▇ Entity is using commercially reasonable efforts to cause such condition to be satisfied as soon as reasonably practicable. The Selling Stockholder shall effectuate the Transfer of the ROFR Shares by promptly delivering to the applicable ▇▇▇▇▇ Entities one or more certificates, properly endorsed for transfer, that represent the ROFR Shares, together with stock powers and such other closing documentation at the applicable ▇▇▇▇▇ Entities may reasonably request. (e) A Transfer to one of the ▇▇▇▇▇ Entities or a Qualified Transferee in accordance with this Section prior 5.01 is not subject to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it 4.02 or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease7.

Right of First Refusal. Except in the event of and after the consummation of a Purchaser Approved Offering , and except for gifts, charitable donations or sales in each case representing less than One Percent (1%) of the Company's outstanding common stock in the aggregate, no shareholder shall be permitted to dispose of any shares of the Company's common stock unless such shares shall have been offered for sale in writing first to the Company and then to the other shareholders of the Company pro rata. In the event the Owner Participant a shareholder desires to selltransfer any common shares, leasethe shareholder desiring to make such transfer (the "Transferring Shareholder") shall deliver written notice (the "Offer Notice") to the Company and to all other shareholders at least sixty (60) days prior to the proposed transfer. The Offer Notice will disclose in reasonable detail the proposed number of shares to be transferred, convey the proposed transferee and the proposed price, terms and conditions of the transfer. i. Upon receipt of the Offer Notice, the Company shall have the option (the "Company's Option") for a period of thirty (30) days to purchase or otherwise transfer its Member Interest or cause the Owner Lessor to sell acquire all or substantially all part of the Owner Lessorshares described in the Offer Notice for an aggregate amount (such aggregate amount being hereinafter referred to as the "Option Price") equal to the bona fide purchase price to be paid by the proposed purchaser as described in the Offer Notice (which amount shall be zero if the proposed transfer would take the form of a gift or other gratuitous transfer). The Company shall notify in writing all then current shareholders as to whether it will exercise, partially exercise or not exercise the Company's Interest at any time during Option before the three (3) year period commencing on the termination or expiration of the Facility Lease (except in Company's Option. ii. In the event that a Lease Event the Company does not elect to fully exercise the Company's Option within thirty (30) days after receipt of Default the Offer Notice, the remaining shareholders shall have existed at such time the option (each a "Shareholder's Option") for a period of termination ten (10) days from the earlier of (i) their receipt of written notice from the Company of its decision not to exercise or expirationto only partially exercise the Company's Option, or (ii) the expiration of the Company's Option (the "Other Shareholder Election Period"), any to purchase or otherwise acquire all or part of the remaining shares which the Company does not choose to purchase pursuant to the Company's Option, in proportion to their respective ownership of shares which, for purposes of such sale determination, shall include without duplication all outstanding options, warrants or other transfer shall be subject rights owned by such shareholders that are convertible into shares as of the date of such notice from the Company (or the expiration of the Company's Option), for an amount equal to the Facility Lesseeapplicable portion of the Option Price. Each shareholder shall notify in writing all then current shareholders as to whether such shareholder will exercise, partially exercise or not exercise the shareholder's option before the expiration of the Other Shareholder Election Period. iii. For a period of ten (10) days from the earlier of (i) the receipt by the other shareholders of a written notice from a shareholder that it does not want to exercise its option or will only partially exercise its option, or (ii) the expiration of the Other Shareholder Election Period, the other shareholders shall have the right to purchase or otherwise acquire such shareholder's portion of first refusal on the terms and conditions shares described in the Offer Notice in proportion to their respective ownership of shares (determined as described in Section 2.c.ii. above). iv. If shares of a Transferring Shareholder remain unsold after compliance with the procedures set forth in this Section 7.6. The Owner Participant 2.c., the Company shall give have the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person final option for ten (10) days to purchase or otherwise acquire its interest all of the Owner Lessor's Interest or remaining shares proposed to be transferred for an amount equal to the Member Interest applicable portion of the Owner ParticipantOption Price. If, however, the Company and which offers it wishes the other shareholders do not individually or collectively elect to acceptpurchase all of the shares being offered, together with a full and complete statement the Transferring Shareholder may, within thirty (30) days after the expiration of the Other Shareholder Election Period (subject to the provisions of Section 2.c.▇▇. ▇▇low), transfer all of the shares specified in the Offer Notice to the transferee identified in the notice at the price and all of terms stated in the termsOffer Notice. Any shares so transferred thereupon shall continue to be subject to this Agreement, conditions and provisions contained in such offers. The Facility Lessee the transferee shall thereafter have the right within a period of 45 days from rights and after the receipt by them of obligations set forth in this Agreement hereunder with respect to such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalshares. If the Facility Lessee elects Transferring Shareholder fails to exercise consummate such transfer within the right provided thirty-day period after the expiration of the Other Shareholder Election Period, any transfer of the shares thereafter shall again be subject to the provisions of this Section 2.c. v. Unless otherwise agreed in writing, signed by the person against whom such writing is sought to be enforced, the closing of any acquisition of common shares hereunder pursuant to the Company's Option or a Shareholder's Option shall take place within forty-five (45) days of an applicable option's exercise. If any such closing does not take place within such forty-five day period, then the shares that were to be acquired shall be offered in accordance with this Section 2.c. as though the applicable option had not been exercised. vi. Notwithstanding the foregoing provisions of this Section 2.c., the following shall apply in the preceding sentenceevent of any Involuntary Transfer of common shares. An "Involuntary Transfer" shall mean any transfer caused by the death of a shareholder, it will within 60 days as well as any transfer, proceeding or action by, through, as a consequence of, or in which a shareholder shall be deprived or divested of such notice any right, title or interest in or to any of the common stock of the Company, including, without limitation, any seizure under levy, attachment or execution, any transfer in connection with bankruptcy (the "Agreement Period") execute whether pursuant to a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period filing of a voluntary or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed an involuntary petition under the terms and conditions set forth United States Bankruptcy Code, or any amendments, modifications, revisions or successors statutes thereto) or other court proceeding to a debtor-in-possession, trustee in its notice bankruptcy or receiver or other officer or agency, any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property, any transfer pursuant to a separation agreement, equitable distribution agreement or community property distribution agreement, or the Facility Lessee, unless the failure to execute the contract within 60 days entry of a final court order in a divorce proceeding from which there is attributable to acts or omissions no further right of the Owner Participantappeal. In the event of any Involuntary Transfer, the Company shall give written notice to each shareholder upon the occurrence, or prospective occurrence, of such Involuntary Transfer within fifteen (15) days of the date on which the Company is notified of the occurrence or prospective occurrence of such Involuntary Transfer. The foregoing provisions of this Section 2.c. then shall apply, except (i) the Option Price shall be the value of the Company as determined by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Company, Purchaser, and the shareholder who made, or may make, the Involuntary Transfer, multiplied by the percentage of all equity interests in the Company that is then represented by the shares that are the subject of the Involuntary Transfer, such terms independent appraised value to take into account the earnings and book value of the Company, and (ii) the appraiser shall deliver written notice of such valuation to the Company and to all other shareholders promptly following his completion of such valuation, and such written notice shall be considered the Option Notice for purposes of this Section 2.c. The cost of the appraisal shall be shared equally by the Company and the shareholder who made, or may make, the Involuntary Transfer. At the closing of any purchase by the Company or any shareholders pursuant to this Section 2.c.▇▇., ▇he involuntary transferee shall deliver certificates representing the common shares being purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such shares shall be conveyed free and clear of any liens, claims, options, charges, encumbrances or rights of others arising through the action or inaction of the involuntary transferee, and the involuntary transferee shall so represent and warrant. The involuntary transferee shall further represent and warrant that he is the beneficial owner of such shares. In the event the provisions of this Section 2.c.▇▇. ▇▇all be held to be unenforceable with respect to any particular Involuntary Transfer of common stock, or if all of the shares subject to the Involuntary Transfer are revised in any way that changes not purchased by the agreement for saleCompany and/or one or more shareholders, lease, conveyance or and if the involuntary transferee subsequently desires to transfer such that common stock, the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser involuntary transferee shall be deemed to be less favorable to a "Transferring Shareholder" under Section 2.c. and shall be bound by the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal other provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In (a) The Shares acquired pursuant to the event exercise of this Option may be sold by the Owner Participant desires Optionee only in compliance with the provisions of this Section 7, and subject in all cases to sellcompliance with the provisions of Section 6(b) hereof. Prior to any intended sale, lease, convey Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer its Member Interest or cause such Shares, (ii) the Owner Lessor name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or substantially all any portion of the Owner Lessor's Interest Offered Shares at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal price and on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt Offer Notice by delivery of written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period"“Acceptance Notice”) to notify the Owner Participant Optionee specifying the number of Offered Shares that the Company or its intent nominees elect to exercise purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its right nominee(s) shall deliver to the Optionee payment of first refusalthe amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract Payment shall be made on the same terms and conditions as set forth in the offer giving rise to such rightOffer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Facility Lessee does Company and/or its nominee(s) do not give such notice elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the Owner Participant within purchaser(s) named in the 45 day period Offer Notice at the price specified in the Offer Notice or execute such at a contract within 60 days of such notice, the Owner Participant will be free to proceed under higher price and on the terms and conditions set forth in its notice to the Facility LesseeOffer Notice; provided, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event however, that such terms are revised in any way that changes the agreement for sale, lease, conveyance sale or other transfer such that the terms of the sale are less favorable to the Owner Participant must be consummated within sixty (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 60) days from the date of the Facility Lessee's notice accepting Offer Notice and any proposed sale after such new terms. Notwithstanding the foregoing, if, concurrently sixty (60) day period may be made only by again complying with the Owner Participant's offer procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to sell its Member Interest a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7.67, it or one shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights nominee(s) under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under Section 7.6 of each such Other RockGen Facility Leasethe Securities Act.

Right of First Refusal. In the event the Owner Participant desires (a) Subject to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three subsection (3d) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration)hereof, any such sale or other transfer Shares acquired pursuant to Article I hereof shall be subject to the Facility Lessee's a right of first refusal on in favor of the Company with respect to any proposed sale by the Purchaser or any subsequent holder (the "Holder") of the Shares. If the Holder receives and intends to accept an offer to sell or transfer such Shares, the Holder shall deliver written notice (the "Proposed Sale Notice") by certified mail, return receipt requested to the Secretary of the Company, at its principal executive office. The Proposed Sale Notice shall state that the Holder intends to sell such Shares and the name of the proposed purchaser (the "Proposed Purchaser") and shall state the number of Shares, the price per Share and the terms and conditions set forth in this Section 7.6for the payment of such price (the "Terms of Sale"). The Owner Participant foregoing right of first refusal shall give not apply to any gift (or transfer without consideration) of any Shares to any Permitted Transferee (as such term is defined in the Facility Lessee prompt written notice Orion Power Holdings, Inc., 1998 Stock Incentive Plan, as amended from time to time (the "Plan")), so long as such Permitted Transferee agrees in writing, in such form reasonably acceptable to the Company, that such Shares shall continue to be subject to the same conditions, restrictions and covenants in effect immediately prior to such gift or transfer. (b) The Company shall have thirty (30) days from the date of all bona fide offers that have been received from any other Person receipt of the Proposed Sale Notice to purchase or acquire its interest the Shares on the Terms of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offersSale. The Facility Lessee Company shall thereafter have the exercise its right within a period of 45 days from and after the receipt first refusal by them of such giving written notice (the "Notice PeriodPurchase Notice") to notify the Owner Participant Holder. The Purchase Notice shall set forth a date not more than thirty (30) days after the date of its intent such notice by which the Holder should deliver the certificate(s) representing such Shares to the Company's principal executive office. (c) If the Company elects not to exercise its right of first refusal. If refusal within thirty (30) days, the Facility Lessee elects Holder may dispose of the Shares; provided, however, that such sale (i) is to exercise the right provided in the preceding sentenceProposed Purchaser, it will within 60 days of such notice (the "Agreement Period"ii) execute a contract on the same terms Terms of Sale, and conditions as (iii) occurs within thirty (30) days after the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions expiration of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms Company's right of the sale are less favorable to the Owner Participant first refusal. (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and d) The Company's right of first refusal provisions as provided herein shall expire at the time of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseInitial Public Offering.

Right of First Refusal. (a) In the event that any Shareholder proposes to Transfer any Shares, whether such Shares are held now or acquired hereafter by such Shareholder, to any Person other than as permitted pursuant to Section 3.03 hereof, the Owner Participant desires to sell, lease, convey Company or otherwise transfer its Member Interest or cause assignee and the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default non-transferring Shareholders shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's a right of first refusal on the terms described below to purchase the Shares proposed to be Transferred (the “Subject Shares”). Each transferring Shareholder agrees to enter into a non-binding term sheet or other non-binding agreement in principle with the proposed transferee on the material terms of the proposed Transfer, and conditions set forth in this Section 7.6promptly thereafter such transferring Shareholder shall give written notice (the “Transfer Notice”) to the Company or its assignee and each of the non-transferring Shareholders of the proposed Transfer. The Owner Participant Transfer Notice shall give describe in reasonable detail the Facility Lessee prompt written notice material terms of all bona fide offers that the proposed Transfer, including, without limitation, the number and type of Subject Shares, the proposed transfer price and consideration to be paid, and the name and address of the proposed transferee. (b) The Company or its assignee shall have been received from any other Person sixty (60) business days following the ROFR Trigger Date (as defined below) (the “Company Exercise Period”) to agree to purchase or acquire its interest all of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of Subject Shares at the price and all of upon the terms, conditions and provisions contained terms specified in such offers. The Facility Lessee shall thereafter have Section 3.02(e) below by giving written notice to the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant transferring Shareholder of its intent to exercise its right of first refusal. If purchase the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsSubject Shares. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell Company or its Member Interest pursuant to this Section 7.6, it or one assignee may purchase less than all of its Affiliates offers to sell the Subject Shares if any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then of the Facility Lessee shall non-transferring Shareholders exercise its right to purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 3.02(c) below, such that, in the aggregate, all of each such Other RockGen Facility Leasethe Subject Shares will be purchased by the Company or its assignee and the non-transferring Shareholders exercising their collective rights of first refusal. As used herein, “ROFR Trigger Date” shall mean the date of delivery of the Transfer Notice.

Right of First Refusal. In the event the Owner Participant desires If you propose to sell, lease, convey pledge or otherwise transfer its Member Interest to a third party any Common Stock acquired under this Stock Option Agreement, or cause any interest in such Common Stock, the Owner Lessor Company shall have the "Right of First Refusal" with respect to sell all or substantially all (and not less than all) of such Common Stock. If you desire to transfer Common Stock acquired under this Stock Option Agreement, you must give a written notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price and the name and address of the Owner Lessor's Interest at any time during proposed transferee. The Transfer Notice shall be signed both by you and by the three (3) year period commencing proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Common Stock. The Company shall have the right to purchase all, and not less than all, of the Common Stock on the termination or expiration terms of the Facility Lease (except proposal described in the event that Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Lease Event notice of Default shall have existed at such time exercise of termination the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or expiration)within thirty (30) days after the date when it received the Transfer Notice, any such sale or other you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer shall be of the Common Stock subject to the Facility Lessee's right of first refusal Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Common Stock on the terms set forth in this Section 7.6the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that if the Transfer Notice provided that payment for the Common Stock was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Common Stock with lawful money equal to the present value of the consideration described in the Transfer Notice. The Owner Participant Company's Right of First Refusal shall give inure to the Facility Lessee prompt written notice benefit of all bona fide offers that have been received from its successors and assigns, shall be freely assignable in whole or in part and shall be binding upon any other Person to purchase or acquire its interest transferee of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offersCommon Stock. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its Company's right of first refusal. If First Refusal shall terminate if the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract Company's Common Stock is listed on an established stock exchange or is quoted regularly on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseNasdaq Stock Market.

Right of First Refusal. In the event the Owner Participant (a) If Rush desires to selltransfer (a “Transfer”) beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of in excess of 100,000 Shares in any given 12-month period to anyone other than a member of his family, leasean associate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of Rush or a Dealer Principal (as defined in the Dealer Sales and Service Agreements), convey or otherwise transfer its Member Interest or cause the Owner Lessor Rush shall first offer to sell all or substantially all Shares in excess of such amount to Peterbilt in the manner specified in this Section 1. (b) If Rush desires to make a Transfer in other than an open market sale, he shall give written notice (the “Transfer Notice”) to Peterbilt. The Transfer Notice shall specify the number of shares proposed to be sold, the identity of the Owner Lessor's Interest at any time during proposed purchaser and the three (3) year period commencing on the termination or expiration purchase price and other terms of the Facility Lease Transfer. Peterbilt shall have the right, exercisable by written notice to Rush within sixty (except 60) days after receipt of the Transfer Notice, to purchase all, but not a part of, the Shares specified in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to Transfer Notice in consideration for the Facility Lessee's right of first refusal purchase price and on the terms and conditions set forth therein. (c) If Rush desires to make a Transfer in this Section 7.6. The Owner Participant an open market sale, including an underwritten public offering, he shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period"“Market Notice”) to notify Peterbilt. The Market Notice shall specify the Owner Participant number of its intent Shares proposed to exercise its right of first refusal. If be sold and the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice Closing Sales Price (the "Agreement Period"as defined below) execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from immediately preceding the date of the Facility Lessee's Market Notice. Peterbilt shall have the right, exercisable by written notice accepting such new terms. Notwithstanding to Rush within sixty (60) days after receipt of the foregoingMarket Notice, ifto purchase all, concurrently with but not a part of, the Owner Participant's offer Shares specified in the Market Notice in consideration for cash at a price per share equal to sell its Member Interest pursuant to this Section 7.6, it the greater of (i) the Closing Sales Price set forth in the Market Notice or one (ii) the Closing Sales Price on the day immediately preceding the date of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseexercise.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Broad River Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Broad River Facility Lease.

Right of First Refusal. In the event the Owner Participant desires Landlord determines to sell, leasetransfer, convey license or otherwise convey any interest, whether fee simple interest, easement interest, leasehold, or otherwise, and whether direct or indirect by way of transfer its Member Interest of ownership interests in Landlord if Landlord is an entity, which interest underlies or cause the Owner Lessor to sell all affects any or substantially all of the Owner Lessor's Interest at Premises (the “ROFR Property”) to any time during the three third party that is a Third Party Competitor (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expirationas defined below), any such sale or other transfer Landlord shall be subject to the Facility Lessee's offer Tenant a right of first refusal on to purchase the terms and conditions set forth Premises (or such larger portion of the Property that encompasses the Premises, if applicable). For purposes herein, a “Third Party Competitor” is any person or entity directly or indirectly engaged in this Section 7.6the business of owning, acquiring, operating, managing, investing in or leasing communications infrastructure or any person or entity directly or indirectly engaged in the business of owning, acquiring, or investing in real property leases or easements underlying communications infrastructure. The Owner Participant In such event, Landlord shall give the Facility Lessee prompt send a written notice to Tenant in accordance with Section 29 below that shall contain an offer to Tenant of all bona fide offers that have been received from any other Person a right of first refusal to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to acceptROFR Property, together with a full copy of any offer to purchase, or any executed purchase agreement or letter of intent (each, an “Offer”), which copy shall include, at a minimum, the purchase price or acquisition price, proposed closing date, and complete statement financing terms (collectively, the “Minimum Terms”). Within thirty (30) days of receipt of such Offer, Tenant shall provide written notice to Landlord of Tenant’s election to purchase the ROFR Property on the same Minimum Terms, provided: (a) the closing date shall be no sooner than sixty (60) days after ▇▇▇▇▇▇’s purchase election notice; (b) given Landlord’s direct relationship and access to Tenant, Tenant shall not be responsible for payment of any broker fees associated with an exercise of Tenant’s rights to acquire the ROFR Property; and, (c) Tenant shall not be required to match any components of the purchase price which are speculative or incalculable at the time of the Offer. In such event, ▇▇▇▇▇▇▇▇ agrees to sell the ROFR Property to Tenant subject to Tenant’s payment of the purchase price and all of the terms, conditions compliance with a purchase and provisions contained sale agreement to be negotiated in such offersgood faith between Landlord and Tenant. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such If Tenant provides written notice (the "Notice Period") to notify the Owner Participant of its intent that it does not elect to exercise its right of first refusal. If refusal to purchase the Facility Lessee elects to exercise the right provided in the preceding sentenceROFR Property, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee or if Tenant does not give such provide notice to the Owner Participant of its election within the 45 thirty (30) day period or execute such a contract within 60 days of such noticeperiod, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser Tenant shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and have waived such right of first refusal provisions only with respect to the specific Offer presented (and any subsequent Offers shall again be subject to ▇▇▇▇▇▇’s continuing right of this Section prior to entering into such revised agreement; provided thatfirst refusal hereunder), for such revised offer, the Notice Period and Landlord shall be 10 Business Days from permitted to consummate the sale of the ROFR Property in accordance with the strict terms of the Offer (“Permitted Sale”). If Landlord does not consummate the Permitted Sale within ninety (90) days of the date of such new noticeTenant’s waiver of its right of first refusal, including if the Minimum Terms are modified between Landlord and the Agreement Period Third Party Competitor, Landlord shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer be required to sell its Member Interest pursuant reissue a New Offer to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseTenant.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section 7.6 prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen South Point Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under this Section 7.6 of each such Other RockGen South Point Facility Lease.

Right of First Refusal. In Without prejudice to the event provisions set forth in Clause 4.3, and other than in respect of a Transfer pursuant to Clauses 4.4 (Drag-along right for the Owner Participant desires to sell, lease, convey Shareholders) or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all 4.5 (Listing of the Owner Lessor's Interest at Shares) any time during Transfer of Shares (the three (3"Transferring Shares") year period commencing on the termination or expiration by any of the Facility Lease Shareholders (except in the event that "Transferring Party") shall trigger a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on for the other Shareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The Transferring Party shall in writing notify the Board of any intended Transfer and its terms and conditions. The notice shall include, without limitation, (i) the name and address of the proposed transferee, (ii) the total number of Transferring Shares, and (iii) the consideration and the terms and conditions set forth in this Section 7.6. The Owner Participant shall give of payment contemplated by the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice Period") to notify the Owner Participant of its intent other Shareholders. If any other Shareholder wishes to exercise its right of first refusal. If the Facility Lessee elects refusal pursuant to exercise the right provided in the preceding sentencethis Clause 4.2, it will must so notify the Board and the Transferring Party within 60 21 days from the receipt of such notice the Sales Notice (the "Agreement Sales Notice Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the by a written notice and setting forth its irrevocable election to exercise its right of first refusal provisions ("Exercise Notice"). The redemption amount to be paid for the Transferring Shares shall be equal to what is defined in the Sales Notice and be due and payable on the date falling 14 days after the Exercise Notice was sent. If the right of this Section prior to entering into such revised agreement; provided that, for such revised offerfirst refusal is not exercised within the expiration of the Sales Notice Period, the Transferring Party shall for a period of 60 days following the expiration of the Sales Notice Period shall be 10 Business Days from entitled to transfer the date number of such new notice, and Transferring Shares set out in the Agreement Period shall not exceed 45 days from the date Sales Notice. Any Transfer of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant Shares subsequent to this Section 7.6, it or one period may only take place following the issuance of its Affiliates offers to sell any interest a new Sales Notice in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under accordance with this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseClause 4.2.

Right of First Refusal. In If during the event Term, including any Extension Term, of this Lease, Landlord shall have received a bona fide arm’s length offer to purchase the Owner Participant desires Premises which is acceptable to sellLandlord (the “Offer”) from any third party (the “Transferee”), leaseLandlord shall send a notice (herein referred to as the “Transfer Notice”) to Tenant. The Transfer Notice shall set forth the exact terms of the Offer so received, convey or otherwise transfer its Member Interest or cause together with a copy of the Owner Lessor Offer, and shall state the desire of Landlord to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing Premises on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default such terms and conditions. Thereafter, Tenant shall have existed the right and option to purchase the Premises at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on price and upon the terms and conditions set forth specified in the Offer, provided that Tenant is not in material default of this Section 7.6Lease beyond all applicable notice and cure periods hereunder. The Owner Participant If Tenant desires to exercise its option, it shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period"“Counter Notice”) to notify that effect to Landlord within twenty (20) days after receipt of the Owner Participant Transfer Notice. Such Counter Notice shall be accompanied by a letter acknowledging Tenant’s agreement to be bound by the terms and conditions of the Offer. Such Counter Notice shall set forth a date not later than sixty (60) days from the service of the Counter Notice on which the closing shall be held. The Tenant’s failure to give a timely Counter Notice (or notice of its intent refusal to purchase) shall be deemed a waiver of its option to purchase the Premises pursuant to the Offer, but shall not be deemed a waiver of its option to purchase the Premises pursuant to any modification to the Offer or any future offers. Tenant’s rights under this Section 13 are assignable to any person or entity which is or would be a permitted assignee pursuant to Section 9 hereof. Tenant’s failure to, or its election not to, exercise its right of first refusal. If refusal hereunder shall not affect the Facility Lessee elects continued enforceability of the option to exercise the right purchase provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease12 hereof.

Right of First Refusal. In (a) Whenever and as often as the event the Owner Participant desires to sellWAT Trustee or its successors or assigns (each, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor a "Seller") shall desire to sell all or substantially all any of the Owner Lessor's Interest at any time during Warrants granted to the three WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (3) year period commencing on together, the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration"Company Warrants"), any such sale or other transfer shall be subject pursuant to a bona fide offer for the Facility Lessee's right of first refusal on purchase thereof, the terms and conditions set forth in this Section 7.6. The Owner Participant Seller shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodNotice") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice WHL (the "Agreement PeriodOfferee") execute a contract on the same terms and conditions as the offer giving rise in writing to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such effect, enclosing a contract within 60 days copy of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant bona fide offer (it being understood and agreed that the Seller shall cause any reduction such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price or a change in the terms of payment thereof in a manner beneficial equal to the potential purchaser dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to be less favorable constitute a notification to the Owner ParticipantSeller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the Owner Participant shall again comply with election to exercise the notice same and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days date (not later than 30 days from the date of such new notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, and on the Agreement Period payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not exceed 45 days from the date be required to sell any of the Facility LesseeSeller's notice accepting such new terms. Notwithstanding Warrant to the foregoingOfferee and (ii) may, ifduring the 90-day period commencing on the expiration of the rights and options provided for in this Section, concurrently with sell all (but not less than all) of the Owner ParticipantSeller's offer Warrant to sell the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its Member Interest rights to purchase the Company Warrants pursuant to this Section 7.63 to any person or entity with the prior written consent of the Seller, it such consent not be unreasonably withheld or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasedelayed.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its (a) Each Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject hereby grants to the Facility Lessee's other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions set forth of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in this Section 7.6addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. The Owner Participant shall give the Facility Lessee prompt Each Member will provide written notice of all bona fide offers that have been received from any other Person its decision regarding the exercise of its right of first refusal to purchase or acquire its interest pro rata portion of the Owner Lessor's Interest or the Member Interest Sale Units within 60 days of its receipt of the Owner Participant, and which offers it wishes Disposition Notice (the “ROFR Acceptance Deadline”). Failure to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of provide such notice (within such 30-day period shall be deemed to constitute a decision not to purchase the "Notice Period") to notify the Owner Participant of its intent Sale Units. If any Member fails to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day refusal during any applicable period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in this Section 2.11(b), it shall be deemed to have waived its notice rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Facility LesseeSale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, unless the failure to execute closing date for the contract within purchase of the Sale Units shall occur no later than 60 days is attributable following receipt by the Selling Holder of written notice by such Member of its intention to acts or omissions exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of the Owner Participant. In the event any required statutory waiting periods; provided, however, that such terms are revised delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any way that changes further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the agreement for sale, lease, conveyance or transfer such that to the Proposed Transferee is not consummated in accordance with the terms of the sale are less favorable to Acquisition Proposal within the Owner Participant later of (it being understood A) 90 days after the later of the ROFR Acceptance Deadline, and agreed that any reduction in (B) 10 days after the price satisfaction of all governmental approval or a change in filing requirements, if any, the terms of payment thereof in a manner beneficial to the potential purchaser Acquisition Proposal shall be deemed to be less favorable to lapse, and the Owner Participant), Selling Holder may not transfer any of the Owner Participant shall Sale Units described in the Disposition Notice without complying again comply with the notice and right of first refusal provisions of this Section prior 2.11 if and to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, extent then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseapplicable.

Right of First Refusal. (i) Prior to a Qualified Public Offering, for so long as no Key Man Event has occurred, any Shareholder (other than Parent) wishing to Transfer all or part of such Shareholder’s Equity Securities (the “Selling Shareholder”) (except Affiliate Transfers) shall deliver written notice of such Transfer to the Parent and the Company, disclosing in reasonable detail the identity of the prospective transferee(s) (the “Proposed Purchaser”), the number and type of Equity Securities to be transferred (the “ROFR Shares”) and all material terms and conditions of the proposed Transfer (the “ROFR Transfer Notice”), and the ROFR Transfer Notice shall constitute a binding offer to sell the ROFR Shares on such terms and conditions to Parent or the Company. If Parent or the Company have elected to purchase all or any portion of the ROFR Shares pursuant to this Section 3.01(c), the closing of the purchase and sale of such ROFR Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Selling Shareholder but no later than 60 days after the ROFR Transfer Notice, subject to clause (d) below. In the event of competing elections to purchase ROFR Shares by Parent and the Owner Participant desires Company, the election of Parent shall take precedence over the election of the Company. (ii) In the event of a proposed Transfer described in Section 3.01(c)(i), Parent or the Company may elect to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell purchase all or substantially any portion of the ROFR Shares to be transferred upon the same economic terms and conditions as those set forth in the ROFR Transfer Notice by delivering a written notice of such election to the Selling Shareholder within 30 days after the ROFR Transfer Notice has been delivered pursuant to Section 3.01(c)(i). If neither Parent nor the Company elects to purchase all of the Owner Lessor's Interest at ROFR Shares specified in the ROFR Transfer Notice in accordance with this Section 3.01(c), the Selling Shareholder may Transfer any time ROFR Shares not being purchased by the Parent or the Company to the Proposed Purchaser, subject to the provisions of Section 3.01(c), on the same terms as set forth in the ROFR Transfer Notice and such other terms that are no more favorable to the Proposed Purchaser than those specified in the ROFR Transfer Notice, during the three 60 day period immediately following the ROFR Transfer Notice, with the purchase and sale of all shares subject to the ROFR Transfer Notice being consummated to the Parent, the Company and any Proposed Purchaser in such 60 day period. Any ROFR Shares not transferred within such 60 day period (3as extended pursuant to clause (d) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer below) shall be subject to the Facility Lessee's right provisions of first refusal on the terms Section 3.01(a) and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from 3.01(c) upon any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasesubsequently proposed Transfer.

Right of First Refusal. Prior to entering into any arrangement with a third party to obtain any GDS or other travel technology related services that succeeds the Subscriber Entity Agreement or replaces any portion thereof during Booking Evaluation Period 5 or at the end of the Term, Priceline will provide Worldspan written notice of the proposed arrangement (an “ROFR Notice”). It is understood, however, that no ROFR Notice shall be required in connection with arrangements with any third party for such services if and to the extent that Priceline is permitted (or, if the Subscriber Entity Agreement were still in effect, would be permitted) to engage or contract with such third party for such services under the terms of the Subscriber Entity Agreement, such as any arrangement with a third party for the generation through an Other GDS of any Segments that Priceline is not obligated to generate through the Worldspan GDS pursuant to this Amendment. Each ROFR Notice shall include as an attachment the proposed definitive agreement pursuant to which the third party will provide the applicable services or, if such definitive agreement has not been prepared, a detailed description of the applicable services and all material terms and conditions upon which the third party will provide them; provided, however, that Priceline shall not be required to divulge to Worldspan the identity of such third party. Following receipt of an ROFR Notice that satisfies the foregoing requirements, Worldspan will have forty-five (45) days to (i) notify Priceline that Worldspan elects to provide substantially similar material services on material terms and conditions that are substantially similar to, but no less favorable to Priceline than, those described in such ROFR Notice, and (ii) provide to Priceline a proposed signed definitive agreement for such substantially similar material services on such substantially similar, but no less favorable to Priceline, material terms and conditions. In the event the Owner Participant desires Worldspan elects not to sellprovide Priceline with such services, leaseit shall so notify Priceline in writing as soon as practicable. During such 45-day period, convey or otherwise transfer its Member Interest or cause the Owner Lessor (x) Priceline shall devote sufficient commercial, technical, and legal resources to sell all or substantially all facilitate in good faith Worldspan’s evaluation of the Owner Lessor's Interest at any time during proposed arrangement, and (y) Priceline shall not be entitled to change the three (3) year period commencing on the termination or expiration material terms of the Facility Lease (except in the event that a Lease Event such third party arrangement for purposes of Default this Paragraph. Priceline shall have existed at such time of termination or expiration), not enter any such sale arrangement with a third party if Worldspan has elected to provide the services and provided to Priceline a proposed definitive agreement that meets the requirements set forth above. If Worldspan elects not to provide the services or other transfer shall be subject to the Facility Lessee's right of first refusal 45-day period has expired without a response from Worldspan that meets the requirements set forth above, then Priceline may enter into such arrangement with the third party on terms and conditions that do not materially deviate from the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided included in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise ROFR Notice to such rightWorldspan. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement [**] = Confidential treatment requested for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply redacted portion; redacted portion has been filed separately with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseCommission.

Right of First Refusal. In the event the Owner Participant desires to sellUniversity cannot transfer, lease, convey assign or otherwise dispose of, voluntarily or involuntarily, any Unvested Shares or any interest in those shares. Before any Vested Shares registered in the name of University may be sold or transferred (including transfer its Member Interest by operation of law) other than a transfer to an affiliate or cause the Owner Lessor to sell all or substantially all employee of the Owner Lessor's Interest at any time during the three University (3a "Permitted Transferee") year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other which transfer shall be expressly subject to this Agreement, such shares shall first be offered to the Corporation, which will have the right to purchase all, but not less than all, of the Vested Shares proposed to be transferred ("Right of First Refusal"), in the following manner: 3.1. University shall first give written notice (the "Transfer Notice") of any proposed transfer other than to a Permitted Transferee to the Corporation. The Transfer Notice shall name the proposed transferee, state the number of shares of Stock to be transferred, and if the transfer is voluntary, the price per share and all other terms of the offer. The Transfer Notice shall be signed by University and the prospective transferee and must constitute a binding agreement for the transfer of the Stock subject only to the Right of First Refusal. 3.2. Within thirty (30) days of delivery of University's notice of a proposed voluntary transfer, the Corporation shall determine the bona fide nature of the proposed voluntary transfer and give University written notice of its determination. If the proposed transfer is deemed to be bona fide, the remaining subsections of this section shall apply to the sale. If the proposed transfer is deemed not to be bona fide, University will be responsible for providing additional information to the Corporation to show the bona fide nature of the proposed transfer and no Stock will be transferred on the books of the Corporation until the Corporation has approved the proposed transfer as bona fide. 3.3. If the Corporation fails to exercise in full the Right of First Refusal within thirty (30) days from the later of the date the Transfer Notice is delivered to the Corporation or thirty (30) days after the date the transfer is determined to be bona fide (if University is required to provide additional information as provided in Section 3.2 above), University may, not later than one hundred twenty (120) days following delivery to the Corporation of the Transfer Notice, conclude a transfer of the shares of Stock subject to the Facility Lessee's right of first refusal Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by University, shall again be subject to the Right of First Refusal and shall require compliance by University with the procedure described in this Section 3. If the Corporation exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in this the Transfer Notice by the later of sixty (60) days after the delivery of the Transfer Notice to the Corporation or thirty (30) days after the date the transfer is determined to be bona fide (if University is required to provide additional information as provided in Section 7.63.2 above); provided, however, in the event the Transfer Notice provides for the payment for the shares of Stock other than in cash, the Corporation shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by University and the Corporation. 3.4. The Owner Participant foregoing notwithstanding, University may sell or otherwise assign, with or without consideration, any shares of Stock to any Permitted Transferee who shall give thereafter be bound by the Facility Lessee prompt written notice provisions of all bona fide offers this Agreement. 3.5. All transferees of shares of Stock or any interest therein including any Permitted Transferee other than the Corporation shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Corporation) that they will receive and hold such shares of Stock or interests subject to the provisions of this Agreement, including the Right of First Refusal and upon thereby becoming a party to this Agreement shall have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in rights of the University under this Agreement with respect to such offersshares. 3.6. The Facility Lessee Right of First Refusal shall thereafter have terminate at such time as a public market exists for the right within Corporation's Common Stock (or any other stock issued by the Corporation, or any successor, in exchange for the Stock). For the purpose of this Agreement, a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser public market" shall be deemed to be less favorable to exist if (a) such stock is listed on a national securities exchange (as that term is used in the Owner Participant), Securities Exchange Act of 1934) or (b) such stock is traded on the Owner Participant shall again comply with the notice over-the-counter market and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 prices therefore are published daily on business days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasea recognized financial journal.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer some or all of its Member Beneficial Interest or cause the Owner Lessor to sell all sell, lease, convey or substantially all of the otherwise transfer its Owner Lessor's ’s Interest at any time during the within three (3) year period commencing on the years after expiration or termination or expiration of the Facility Lease (except other than pursuant to Sections 13 and 14 of the Facility Lease) to any Person other than an Affiliate of the Owner Participant, the Facility Lessee or an Affiliate thereof, the Facility Lessee shall have the right, unless such sale, lease, conveyance or transfer is in connection with the event that exercise of remedies upon a Lease Event of Default shall have existed at Default, to purchase, lease or otherwise acquire such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal interest on the terms and conditions set forth in this Section 7.6the bid that the Owner Participant intends to accept. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's ’s Interest or Owner Participant’s Beneficial Interest or any part of either during such three-year period following the Member Interest expiration or termination of the Owner ParticipantFacility Lease, and which offers it wishes to accept, together with a full and complete statement of the price and all of the material terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 forty-five (45) days from and after the receipt by them the Facility Lessee of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right rights of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will shall within 60 sixty (60) days of such notice (purchase, and the "Agreement Period") execute a contract Owner Participant shall sell, the Beneficial Interest on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 forty-five (45) day period or execute such a contract does not purchase the Beneficial Interest within 60 sixty (60) days of such notice, the Owner Participant will shall be free to proceed under the terms and conditions as set forth in its irrevocable notice to the Facility Lessee, unless the failure to execute purchase the contract Beneficial Interest within 60 sixty (60) days is attributable to acts or omissions of the Owner Participant. In the event that such the terms or conditions are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale and conditions thereof, other than in immaterial respects, are less favorable to the Owner Participant (it being understood and agreed that including any reduction in the price or a change in the terms of payment thereof in a manner that is beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participantpurchaser), the Owner Participant shall must again comply with the notice and acceptance provisions of this Section 16.2. In connection with the Facility Lessee’s exercise of the right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.616.2 with respect to the Owner Lessor’s Interest, it or one of its Affiliates offers the Ground Interest shall be conveyed to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseLessee.

Right of First Refusal. In the event the Owner Participant desires (i) If: (A) an Interest Holder (a "Transferor") intends to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially any portion of, or any interest or rights in a Membership Interest either to a bona fide third party purchaser or pursuant to an Involuntary Transfer, or, (B) an Interest Holder is a spouse of a Family Member, and the Interest Holder and such Family Member are divorced, the Transferor shall so notify the Company (the "Transfer Notice"). The Transfer Notice shall describe the terms upon which the Membership Interest is to be transferred or that the Interest Holder and the Family Member are getting a divorce. The Company shall have the option (the "Company Option") to purchase all of the Owner LessorMembership Interest to be transferred on the terms proposed by a bona fide third party purchaser. With respect to an Involuntary Transfer or divorce, the Company also shall have the option to purchase all of the Membership Interest that is subject to the Involuntary Transfer or that is owned by the Member who is getting divorced, for a price equal to the fair market value of the Membership Interest as determined by an independent appraiser, taking into account adjustments for lack of marketability, lack of control and any other adjustments that may apply (the "Purchase Price"). (ii) The Company Option shall be and remain irrevocable for a period (the "Company Option Period") ending at 11:59 P.M. local time at the Company's Interest at principal office on the thirtieth (30th) Day following the date the Transfer Notice is given to the Company. (iii) At any time during the three Company Option Period, the Company may elect to exercise the Company Option by giving written notice of its election to the Transferor. The Transferor shall not be deemed a Member for the purpose of voting on whether the Company shall elect to exercise the Company Option. (3iv) year period commencing on If the termination Company chooses to exercise the Company Option, the Company's notice of its election shall fix a closing date for the purchase, which shall not be earlier than five (5) days after the date of the notice of election or more than thirty (30) days after the expiration of the Facility Lease Company Option Period. (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period"v) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects Company chooses to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such noticeCompany Option, the Owner Participant will Purchase Price shall be free paid, at the Company's election, in cash at closing or in up to proceed under 48 equal monthly installments with interest at the terms and conditions set forth applicable federal rate in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions effect as of the Owner Participantdate of closing. In the event latter case, payment will be secured by the Membership Interest purchased. (vi) If the Company fails to exercise the Company Option, the other Members will have the option to acquire the Membership Interest in the same proportions as the Units that the acquiring Member owns bears to the total number of Units owned by the Members who desire to acquire Membership Interest that is the subject of the transfer, or in such other proportions as the Members may agree (the"Member Option"). The terms are revised in any way that changes of the agreement for sale, lease, conveyance or transfer such that Member Option will be the same as the terms of the sale are less favorable to the Owner Participant Company Option. (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser vii) The Member Option shall be deemed and remain irrevocable for a period (the "Member Option Period") ending at 11:59 P.M. local time at the Company's principal office on the thirtieth (30th) Day following the date the Company Option Period expires. (viii) If a Member chooses to be less favorable to exercise the Owner Participant)Member Option, the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period Purchase Price shall be 10 Business Days from paid, at the election of the Member, in cash at closing or in up to 48 equal monthly installments with interest at the applicable federal rate in effect as of the date of such new noticeclosing. In the latter case, payment will be secured by the Membership Interest purchased. (ix) If the Members fails to exercise the Member Option, the Transferor shall be permitted to offer and sell for a period of ninety (90) days (the Agreement Period shall not exceed 45 days from "Free Transfer Period") after the date expiration of the Facility LesseeMember Option Period on the terms set forth in the notice or at a price not less than the Purchase Price. If the Transferor does not Transfer the Membership Interest within the Free Transfer Period, the Transferor's notice accepting such new terms. Notwithstanding right to Transfer the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Membership Interest pursuant to this Section 7.6shall terminate. (x) Any Transfer of the Transferor Interest made after the last day of the Free Transfer Period or without strict compliance with the terms, it or one provisions, and conditions of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only ifand other terms, concurrently therewithprovisions, it exercises its purchase rights under Section 7.6 and conditions of each such Other RockGen Facility Leasethis Agreement, shall be null, void and of no force or effect.

Right of First Refusal. (a) At any time after the end of the Blockout Period, an Equityholder (a "SELLING HOLDER" for the purposes of this Section 4) receives a bona fide offer from a Person (the "OFFEROR") to purchase any Interests, such Selling Holder shall provide written notice ("ROFR NOTICE") to the Carlyle Holders and WCAS Holders (as applicable) and the Company, which ROFR Notice shall set forth (i) confirmation that such Selling Holder intends to Transfer all or certain of its Interests to such Offeror, (ii) the number of Interests proposed to be Transferred (the "OFFERED INTERESTS"), (iii) the proposed amount and form of consideration to be paid for the Offered Interests and (iv) all other material terms of the proposed Transfer. In the event that the Owner Participant desires to sellterms and/or conditions set forth in the ROFR Notice are thereafter amended in any material respect, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all Selling Holder(s) shall give written notice (an "AMENDED ROFR NOTICE") of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration amended terms and conditions of the Facility Lease proposed Transfer to the Carlyle Holders and WCAS Holders (except in as applicable) and the event that a Lease Event Company. Within ten (10) Business Days of Default shall have existed at such time receipt of termination or expirationthe ROFR Notice, or, if later, within five (5) Business Days of the Amended ROFR Notice (the "ELECTION PERIOD"), any such sale or other transfer shall be subject the Carlyle Holders and the WCAS Holders (as applicable) will have an irrevocable right to elect to purchase all, but not less than all (unless the Facility Lessee's right Selling Holder otherwise agrees to in writing), of first refusal the Offered Interests at the price and on the terms and conditions set forth in this Section 7.6the ROFR Notice or, if applicable, Amended ROFR Notice, by delivery of a written notice to the Selling Holder (the "ELECTION NOTICE"). During such Election Period, such Selling Holder will provide the Carlyle Holders and WCAS Holders with any additional information as is reasonably requested with respect to such ROFR Notice and the Offered Interests. The Owner Participant Election Notice shall give constitute the Facility Lessee prompt written notice binding agreement of all bona fide offers that have been received from any other Person each electing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and WCAS Holder (each, an "ELECTING PARTY") with the Selling Holder to purchase or acquire its interest and sell, respectively, all of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of such Offered Interests at the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice the ROFR Notice or Amended ROFR Notice, as applicable; provided that if either the Carlyle Holders or the WCAS Holders are the Selling Holders and the Offeror identified by such holders is not reasonably acceptable to the Facility LesseeWCAS Holders or the Carlyle Holders, unless as applicable, receiving the failure ROFR Notice, then the holders receiving such ROFR Notice shall be permitted to execute assign their respective rights and obligations under this Section 4 to another Person, who shall in any event be reasonably acceptable to the contract within 60 days is attributable to acts or omissions Selling Holders, for purposes of acquiring the Offered Interests and such other Person, upon acceptance of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for saleassignment, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions "Electing Party" for all purposes of this Section prior 4. If there is more than one Electing Party, such Election Notice shall constitute the binding agreement of the Electing Parties and Selling Holder to entering into such revised agreement; provided thatpurchase and sell, for such revised offerrespectively, the Notice Period shall be 10 Business Days from the date all of such new noticeOffered Interests to such Electing Parties (on a pro rata basis according to the Percentage Interests owned by such Electing Parties or as otherwise agreed by them) at the price and on the terms and conditions set forth in the ROFR Notice or Amended ROFR Notice, as applicable. (b) Within thirty (30) days of delivery of the Election Notice, each Electing Party shall deliver to the Selling Holder (by certified check or wire transfer in immediately available funds) the purchase price of such Offered Interests to be purchased by such Electing Party, and the Agreement Period Selling Holder shall not exceed 45 days from deliver certificates duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Transferred Interests as may be reasonably requested by each Electing Party and the date of Company, with all stock transfer taxes paid and stamps affixed, and the Facility Lessee's notice accepting each Electing Party shall comply with any other conditions to closing generally applicable to such new termsSelling Holder(s) and the Electing Parties in such transactions. Notwithstanding the foregoing, ifif any Governmental Approval is required in connection with any such purchase of Offered Interests and such Governmental Approval has not been completed or obtained on or prior to the date scheduled for closing, concurrently the closing of the purchase of all Offered Interests shall take place on the fifth (5th) Business Day after such Governmental Approval has been completed or obtained. The Parties shall use reasonable efforts to complete or obtain any such required Governmental Approval; provided, however, that no Party shall be required to agree to any divestiture or operational constraint or pay any material amount of money (other than the filing fee payable in connection with any notification required under the Owner Participant's offer ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended ("HSR"), which shall be paid by such Electing Party) as a condition of obtaining such Governmental Approval. If each of the Parties has acted in good faith to sell its Member Interest complete or obtain any such required Governmental Approval and such Governmental Approval has not been completed or obtained on or before the date which is ninety (90) days after the delivery to the Selling Holder of the Election Notice, the proposed sale of Offered Interests subject to such required Governmental Approval shall be cancelled with respect to such Electing Party and, for all purposes, such Electing Party shall be deemed to have elected not to purchase such Offered Interests pursuant to this Section 7.64, it and the Selling Holder shall be free to Transfer the Offered Interests to (i) the remaining Electing Parties in accordance with this Section 4 or one (ii) if no such Electing Parties remain, the Offeror. (c) If the Election Notice is not received by such Selling Holder from any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or WCAS Holder within the period specified in Section 4(a), the Selling Holder shall have the right to Transfer the Offered Interests specified in the ROFR Notice or Amended ROFR Notice, as applicable, to the Offeror in accordance with the terms of its Affiliates offers this Agreement, but only at a price and upon terms and conditions no less favorable to sell the Selling Holder than those stated in the ROFR Notice or Amended ROFR Notice, as applicable, and only if the consummation of sale occurs on a date within ninety (90) days from the end of the Election Period. (d) For purposes of calculating the purchase price of any interest such Transfer, if any portion of the consideration consists of other than cash, the Fair Market Value of any non-cash consideration shall be determined in an owner lessor who has entered into accordance with Section 14(k) herein. (e) The closing of the transactions contemplated by this Section 4 shall occur at the principal place of business of the Company unless otherwise agreed to in writing by the parties to such transaction. (f) Notwithstanding the foregoing: (i) prior to any Other RockGen Facility LeaseTransfer of Interests by a Selling Holder pursuant to this Section 4, then the Facility Lessee Selling Holder shall, after complying with the provisions of this Section 4, comply with the provisions of Section 6 hereof, if applicable; (ii) nothing in this Section 4 shall exercise its purchase prevent a Permitted Transfer of any Interests by any Equityholder; and (iii) the Carlyle Holders and the WCAS Holders, as applicable, shall not be entitled to the ROFR rights under this Section 7.6 only if4 at any time that the Carlyle Holders or the WCAS Holders, concurrently therewithas applicable, it exercises its purchase rights under Section 7.6 have Transferred more than 80% of each such Other RockGen Facility Leasetheir respective original Percentage Interests.

Right of First Refusal. In 4.01 During the event Term, ProPhase or its Affiliates shall have a fully-paid up, irrevocable, exclusive, right of first refusal to obtain exclusive global rights to any ROFR IP (collectively, the Owner Participant desires “ROFR”). During the Term, Licensor shall not, and shall cause its Affiliates to not, directly or indirectly, (a) import, sell, leaseor offer for sale, convey including to export, transport, distribute, promote, market, or otherwise transfer have sold any ROFR Product (“Licensor Commercialization Activities”), or (b) enter into any agreement or consummate any transaction relating to any ROFR IP with any third party other than ProPhase or its Member Interest Affiliates (a “Third Party Transaction”, together with the Licensor Commercialization Activities, the “Restricted Activities”), in either case (a) or cause (b), except as permitted by the Owner Lessor terms and conditions of this Section 4. For purposes of clarity, Licensor shall not enter into any discussions or negotiations with a third party concerning ROFR IP or a Third-Party Transaction until the Review Period or Finalization Period, as applicable, has expired without the Parties executing a Definitive Agreement. 4.02 Licensor shall notify ProPhase in writing within thirty (30) days of (a) the incorporation of any ROFR Know-How into a ROFR Product and empirical evidence that such ROFR Product has efficacy to sell all shorten or substantially all relieve symptoms associated with COVID-19 and/or (b) the filing for a ROFR Patent (each, a “ROFR IP Notice”). Each ROFR IP Notice shall include a reasonable description of the Owner Lessor's Interest at applicable ROFR IP, including a copy of any time during applicable ROFR Patent. 4.03 With respect to each ROFR IP Notice, ProPhase may request that Licensor deliver to ProPhase a ROFR Package for any ROFR IP (or portion thereof) that is the three subject of a ROFR IP Notice. ProPhase shall have ninety (390) year period commencing on days from the termination or expiration date of its receipt of an applicable completed ROFR Package to review such ROFR Package (the Facility Lease (except in “Review Period”). In the event that a Lease Event of Default ROFR Package is incomplete, ProPhase may request that any missing or additional Information be included in such ROFR Package, and in such case, the Review Period shall not start until such missing or additional Information is included in such ROFR Package and such updated ROFR Package is received by ProPhase. During the Review Period, ProPhase and Licensor shall negotiate in good faith the terms and conditions offered by Licensor in the ROFR Package. Upon the mutual written agreement by the Parties, the Review Period may be extended. ProPhase shall have existed the right, at such time of termination or expiration)its sole discretion, any such sale or other transfer shall be subject to exercise the Facility Lessee's right of first refusal ROFR on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt applicable ROFR Package (or as otherwise negotiated by the Parties) with respect to the ROFR IP that is the subject of such ROFR Package by giving Licensor written notice of all bona fide offers that have been received from any other Person such exercise prior to purchase or acquire its interest the expiration of the Owner Lessor's Interest or Review Period (each, a “ROFR Exercise Notice”). 4.04 If ProPhase provides a ROFR Exercise Notice for any ROFR IP in accordance with Section 4.03, then the Member Interest of the Owner Participant, and which offers it wishes to accept, together with Parties shall negotiate in good faith a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within definitive agreement (a “Definitive Agreement”) for a period of 45 ninety (90) days from and after the receipt by them of such notice (the "Notice “Finalization Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant”). In the event that Licensor changes any terms and conditions that were previously accepted by ProPhase in connection with a ROFR Exercise Notice to terms and conditions that are less favourable to ProPhase, the Finalization Period shall toll until such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such time that the Parties agree to alternate terms and conditions that are acceptable to both Parties. Upon the mutual written agreement by the Parties, the Finalization Period may be extended. 4.05 If ProPhase does not send a ROFR Exercise Notice to Licensor or, at the end of the sale Finalization Period, the Parties are unable to reach agreement on the final terms and conditions of a Definitive Agreement, (a) Licensor may engage in the Restricted Activities; provided that with respect to any Third Party Transaction that is consummated within two (2) years of the expiration of the Review Period or Finalization Period, as applicable (the “ROFR Tail Period”), such Third Party Transaction shall be on terms and conditions that are less favorable favourable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in such third party than the terms of payment thereof in a manner beneficial and conditions that were most recently offered to ProPhase by Licensor; and (b) Licensor shall, during the potential purchaser shall be deemed ROFR Tail Period, re-present any ROFR Package to be less favorable to the Owner Participant), the Owner Participant shall again comply ProPhase consistent with the notice and right of first refusal provisions procedures of this Section prior 4 in the event that Licensor decides to entering into offer terms and conditions to a third party that are more favourable to such revised agreement; provided thatthird party than the terms and conditions that were most recently offered to ProPhase by Licensor. In the event that Licensor consummates a Third-Party Transaction during the ROFR Tail Period, for such revised offer, Licensor shall provide an unredacted copy of the Notice Period shall be 10 Business Days from applicable agreement(s) to ProPhase within five (5) business days of the date consummation of such new notice, and the Agreement Period shall not exceed 45 days from the date agreements. 4.06 After expiration of the Facility Lessee's notice accepting ROFR Tail Period, Licensor shall have no further obligation to ProPhase concerning such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest ROFR IP pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease4.

Right of First Refusal. In Subject to the event provisions of Section 2 above, an Investor (a "Selling Investor" for purposes of this Section 3) may sell for cash all or any portion of the Owner Participant desires capital stock of the Company held by him (whether now or hereafter acquired) at any time, pursuant to sella bona fide offer from a third party, lease, convey or otherwise transfer its Member Interest or cause subject to such Selling Investor's compliance with the Owner Lessor following provisions: (a) The Selling Investor shall promptly deliver a notice of intention to sell all or substantially all (a "Sale Notice") to the Company setting forth in reasonable detail the capital stock of the Owner Lessor's Interest at any time during Company to be sold (the three (3) year period commencing on "Subject Securities"), the termination or expiration identity of the Facility Lease proposed purchaser and the proposed purchase price and terms of sale (except in including a copy of any written offer or indication of interest). (b) Upon receipt of a Sale Notice from the event that a Lease Event of Default Selling Investor, the Company shall have existed the first right and option to elect to purchase at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal price and on the terms and conditions set forth stated in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of Sale Notice, all bona fide offers that have been received from any other Person to purchase or acquire its interest part of the Owner Lessor's Interest or the Member Interest number of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantSubject Securities. In the event that the Company shall elect to purchase all or part of the Subject Securities, the Company shall so notify the Selling Investor within 20 days (the "Company Option Period") after the receipt by the Company of the Sale Notice. Any such terms are revised in any way that changes election shall be made by written notice (a "Company Notice of Election") to the agreement for saleSelling Investor. (c) If the Company Notice of Election with respect to the Subject Securities shall have been received as aforesaid by the Selling Investor, lease, conveyance or transfer the Selling Investor shall sell such that Subject Securities to the Company at the price and on the terms stated in the Sale Notice. The closing of such sale of Subject Securities shall take place at the offices of the sale are less favorable Company no later than 20 days following the expiration of the Company Option Period (or upon the expiration of such longer period if required by law), or such other place and earlier date as may be agreed by all parties to the Owner Participant transaction. At such closing the Selling Investor shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer stamps affixed, against receipt of the purchase price therefor by certified or official bank check in New York Clearing House Funds or by wire transfer of immediately available funds. (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial d) Any Subject Securities not sold pursuant to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior 3 may be sold (in compliance with Section 4 below) to entering into such revised agreement; provided that, the person identified in the related Sale Notice for such revised offer, a period of 60 days following the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date expiration of the Facility Lessee's notice accepting Company Option Period or to any person or persons at a price not lower than the price specified in the Sale Notice and on other terms not materially more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such new terms. Notwithstanding 60th day shall again be subject to the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to restrictions contained in this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In the event the Owner Participant desires to Other than a Permitted Transfer, a Shareholder may not sell, leaseassign or Transfer in any way any Common Stock or interest therein without complying with the terms hereof, convey and any such purported Transfer is null and void. (a) Without limiting in any way the other restrictions on Transfer set forth herein, before effecting any Transfer, first the Company then the other non-Transferring Insider Shareholders shall have the right but not the obligation to purchase the Common Stock that is the subject of the proposed Transfer (the “Offered Common Stock”). Subject to Section 2.4, the price to be paid by the Company or otherwise transfer its Member Interest or cause the Owner Lessor non-Transferring Insider Shareholders, as the case may be, shall be the same terms as such proposed Transfer of Offered Common Stock (with the cash equivalent for proposed Transfer for non-cash consideration). The Transferring Shareholder shall give the Company and non-Transferring Insider Shareholders notice of such proposed Transfer and the material terms thereof. (b) The Company shall have (30) days after the date such notice is received by the Company (the “Company Option Period”) to sell purchase all or substantially all a portion of the Owner Lessor's Interest at any time during Offered Common Stock upon approval of such purchase by the three Board in compliance with applicable law. (3c) year period commencing on the termination or The Company shall, immediately upon expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration)Company Option Period, any such sale or other transfer shall be subject give notice to the Facility Lessee's right of first refusal on non-Transferring Insider Shareholders if the terms and conditions set forth in this Section 7.6. The Owner Participant shall give Company has not purchased all the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner ParticipantOffered Common Stock, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee non-Transferring Insider Shareholders shall thereafter have the right within a period of 45 days from and after to purchase the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract remaining Offered Common Stock on the same terms and conditions as such proposed Transfer of Offered Common Stock (with the cash equivalent for proposed Transfer for non-cash consideration). If a non-Transferring Insider Shareholder elects to purchase any Offered Common Stock (a “Participating Shareholder”), such Participating Shareholder shall have the right to purchase such Offered Common Stock on a pro rata basis based on such Participating Shareholder’s then-current ownership percentage in the Company (disregarding for this purpose all Common Stock held by the Transferring Shareholder or any non-Insider Shareholder) by delivery of notice of such election to the Company. If any non-Transferring Insider Shareholder rejects the offer giving rise to purchase Offered Common Stock, such rightnon-Transferring Insider Shareholder’s pro rata share shall be offered to the Participating Shareholders on a pro rata basis based on the Common Stock owned by such Participating Shareholders, which process shall be repeated until the Participating Shareholders have accepted the offer to purchase all of the Offered Common Stock or all Participating Shareholders have declined the offer to purchase additional Offered Common Stock. The Participating Shareholders shall purchase their portion of the Offered Common Stock no later than sixty (60) days following the final allocation of the Offered Common Stock to the Participating Shareholders. (d) Any Offered Common Stock not purchased by the Company or Participating Shareholders may be sold by the Transferring Shareholder on the terms of such proposed Transfer within sixty (60) days following the final allocation of the Offered Common Stock to the Company and, if applicable, the Participating Shareholders. If the Facility Lessee such Transfer does not give occur within such notice to the Owner Participant within the 45 sixty (60) day period period, or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale proposed Transfer are less favorable different than those presented to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant)Company and, if applicable, Participating Shareholders, the Owner Participant shall again Shareholder proposing to Transfer Common Stock must comply with the notice and right of first refusal provisions of this Section prior 2.3 anew with respect to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseproposed Transfer.

Right of First Refusal. In If the event Grantee, at any time prior to the Owner Participant desires to sell---------------------- earlier of (a) the occurrence of a Change in Control Event (as defined below) or (b) the second anniversary of the termination of the Merger Agreement, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor seeks to sell all or substantially all any part of the Owner Lessor's Interest Option Shares (i) in a transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to make a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer (a) by operation of law upon consummation of a merger or (b) as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of the Issuer), it shall give the Issuer (or a designee of the Issuer) the opportunity, in the following manner, to purchase such Option Shares: (a) The Grantee shall give notice to the Issuer in writing of its intent to sell Option Shares (a "Disposition Notice"), specifying the ------------------ maximum number of Option Shares to be sold, the price and, if applicable, the material terms of any agreement relating thereto. For purposes of this Section 10, if the Disposition Notice is given with respect to the sale of the Option Shares pursuant to a tender or exchange offer, it shall be assumed that all Option Shares tendered will be accepted for payment. The Disposition Notice may be given at any time, including prior to the giving of any Exercise Notice. (b) The Issuer or its designee shall have the right, exercisable by written notice given to the Grantee within five business days after receipt of a Disposition Notice (or, if applicable, in the case of a proposed sale pursuant to a tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date of such tender or exchange offer (the "Expiration Date")if such Disposition Notice was given at least four ---------------- business days prior to such Expiration Date), to purchase all, but not less than all, of the Option Shares specified in the Disposition Notice at the price set forth in the Disposition Notice. If the purchase price specified in the Disposition Notice includes any property other than cash, the purchase price to be paid by the Issuer shall be an amount of cash equal to the sum of (i) the cash included in the purchase price plus (ii) the fair market value of such other property at the date of the Disposition Notice. If such other property consists of securities with an existing public trading market, the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such securities on their principal public trading market for the five trading days ending five days prior to the date of the Disposition Notice shall be deemed to equal the fair market value of such property. If such other property consists of something other than cash or securities with an existing public trading market and at the time of the closing referred to in paragraph (c) below, agreement on the value of such other property has not been reached, the higher of (i) the cash included in the purchase price and (ii) the average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the date of the Disposition Notice shall be used as the per share purchase price, provided, however, that promptly after the -------- ------- closing, the Grantee and the Issuer or its designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by a nationally recognized investment banking firm selected by the Issuer and approved by the Grantee within thirty (30) days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase of any Option Shares by the Grantee (or its designee) pursuant to this Section 10, a tender or exchange offer is outstanding, then the Issuer (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Option Share shall be equal to the highest price paid for a share of Common Stock pursuant to such tender or exchange offer, or pursuant to any other tender or exchange offer outstanding at any time during such tender or exchange offer is outstanding. (c) If the three (3) year period commencing on Issuer exercises its right of first refusal hereunder, the termination or expiration closing of the Facility Lease purchase of the Option Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (except or, if applicable, in the event that case of a Lease Event of Default shall have existed at such time of termination tender or expiration)exchange offer, any such sale or other transfer shall be subject no later than one business day prior to the Facility Lesseeexpiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, -------- however, that at any time prior to the closing of the purchase of Option ------- Shares hereunder, the Grantee may determine not to sell the Option Shares and revoke the Disposition Notice and, by so doing, cancel the Issuer's right of first refusal on with respect to the terms and conditions set forth disposition in this Section 7.6question. The Owner Participant Issuer (or its designee) shall give pay for the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of Option Shares in immediately available funds. (d) If the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to Issuer does not exercise its right of first refusal. If refusal hereunder within the Facility Lessee elects time specified for such exercise, the Grantee shall be free for ninety (90) days following the expiration of such time for exercise to exercise sell up to the right provided maximum number of Option Shares specified in the preceding sentenceDisposition Notice, it will within 60 days of such notice (at the "Agreement Period") execute a contract price specified in the Disposition Notice or any price in excess thereof and otherwise on substantially the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility LesseeDisposition Notice; provided, unless that if such sale is not -------- consummated within such 90-day period, then the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior 10 will again apply to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date sale of such new notice, and the Agreement Period shall not exceed 45 days from the date shares. (e) For purposes of the Facility Lessee's notice accepting such new terms. Notwithstanding Agreement, a "Change in Control Event" shall ----------------------- be deemed to have occurred if (i) any person has acquired beneficial ownership of more than 50% (excluding the foregoing, if, concurrently with Option Shares) of the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it outstanding shares of Common Stock or one of its Affiliates offers to sell any interest in an owner lessor who has (ii) the Issuer shall have entered into any Other RockGen Facility Leasean agreement, then including, without limitation, an agreement in principle, providing for a merger or other business combination involving the Facility Lessee shall exercise Issuer or the acquisition of 30% or more of the assets of the Issuer and its purchase rights under this Section 7.6 only ifsubsidiaries, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasetaken as a whole.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject addition to the Facility Lessee's purchase option granted by Grantor to Grantee in Section 1, Grantee also grants to Grantee a right of first refusal to purchase the Property during the Term as follows; provided however, that the rights in this Section 2 shall only apply against a Subsequent Owner if the Property was conveyed to that Subsequent Owner in breach of this Agreement: a. For purposes of this section, the term “Third Party” means any person other than Grantor or the Subsequent Owner and any of their respective Affiliates (as defined below). Contemporaneously with Grantor or the Subsequent Owner (called in this Section 2 the “Seller”) entering into a written agreement to sell or convey all or any portion of the Property to a Third Party (either of which is a “Sale Agreement”), whether on its own or as part of a sale of other real and/or personal property (a “Package Sale”), then Seller shall written notice to Grantee (the “Offer Notice”), which shall include a complete copy of the executed Sale Agreement, including all schedules, exhibits and attachments thereto and another documentation referenced therein or otherwise necessary in order to evaluate the terms of the Sale Agreement, and if the Sale Agreement is for a Package Sale, the Offer Notice shall also include a statement of the portion of the consideration allocated to the Property (and if there is not one, then the terms of Section 1(d) of this Agreement will be applied to determine the consideration to be allocated to the Property). The date that the Seller delivers both the Offer Notice and all required documentation to Grantee shall be referred to as the “Notification Date”. Grantee shall have a right of first refusal (“ROFR”) with respect to the purchase of the Property only (if a Package Sale), on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give within the Facility Lessee prompt Sale Agreement, as they apply to the Property only (if a Package Sale), which it must exercise by delivering written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will thereof within 60 days after the Notification Date. Upon Grantee’s timely exercise of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such noticeROFR, the Owner Participant will be free to proceed under the terms Grantee and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser Seller shall be deemed to have entered into the Sale Agreement as though Grantee were the Third Party; provided however, that if the Sale Agreement was for a Package Sale, it shall be less favorable automatically amended to exclude all other property from therefrom, with the sale price for the Property to be determined as either set forth in the Offer Notice or determined by Section 1(d), as further provided above. If Grantee fails to timely exercise the ROFR, then Seller may offer to Transfer the Property to the Owner Participant)Third Party under the Sale Agreement; provided however, that if the Owner Participant shall again comply Sale Agreement is amended in any way after it is sent to Grantee with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided thatOffer Notice, for such revised offer, or the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date sale of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently Property is not consummated strictly in accordance with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Leaseterms thereof, then the Facility Lessee ROFR shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseagain apply.

Right of First Refusal. In the event the Owner Participant desires (a) Subject to sellSection 3.8 below, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest if at any time during any Restricted Holder desires to Transfer in any manner any Stockholder Shares held by such Restricted Holder pursuant to the three terms of a bona fide written offer received from a third party (3the “Restricted Holder Buyer”), such Restricted Holder (the “Selling Restricted Holder”) year period commencing shall submit a written offer (the “Restricted Holder Offer”) to sell such Stockholder Shares (the “Offered Stockholder Shares”) to the Company at the same price and on the termination or expiration same terms and conditions on which the Selling Restricted Holder proposes to sell such Offered Stockholder Shares to the Restricted Holder Buyer. The Restricted Holder Offer shall disclose the identity of the Facility Lease (except in proposed Restricted Holder Buyer, the event that a Lease Event number of Default shall have existed at such time Offered Stockholder Shares, the terms of termination or expiration)the proposed Transfer, including price, and any such sale or other transfer shall be subject material facts, terms and conditions relating to the Facility Lessee's right proposed Transfer. Within thirty (30) days after receipt of first refusal the Restricted Holder Offer, the Company shall give notice to the Selling Restricted Holder of its intent to purchase all or a portion of the Offered Stockholder Shares from the Selling Restricted Holder on the terms and conditions set forth in this Section 7.6the Restricted Holder Offer. The Owner Participant Such notice shall give specify the Facility Lessee prompt written notice time, place and date for settlement of all bona fide offers that have been received from any other Person such purchase, which shall be consummated at a closing held at the Company within the thirty (30) day period specified above. (b) If the Company does not elect to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the termsOffered Stockholder Shares as provided in Section 3.2(a), conditions and provisions contained the Company shall, within five (5) days after expiration of the thirty (30) day period specified in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such Section 3.2(a), provide each Major Holder with written notice (the "Notice Period"“ROFR Notice”) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice election, which ROFR Notice shall include a copy of the Restricted Holder Offer provided to the Company pursuant to Section 3.2(a). Each Major Holder shall then have the right, exercisable within thirty (30) days following receipt of the "Agreement Period") execute a contract on ROFR Notice, to purchase up to that number of the same terms and conditions Offered Stockholder Shares that the Company elected not to purchase from such Selling Restricted Holder (all such remaining shares being referred to as the offer giving rise to such right. If the Facility Lessee does not give such notice “Remaining Offered Stockholder Shares”) equal to the Owner Participant within aggregate Remaining Offered Stockholder Shares multiplied by a fraction: (i) the 45 day period or execute numerator of which is the number of Stockholder Shares held by such a contract within 60 days Major Holder; and (ii) the denominator of such notice, which is the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions aggregate number of Stockholder Shares held by all of the Owner ParticipantMajor Holders (such amount to be referred to as a Major Holder’s “Major Holder ROFR Pro Rata Share”). In the event that such terms are revised in a Major Holder does not wish to purchase its full Major Holder ROFR Pro Rata Share, then any way that changes Major Holder who has elected to purchase its full Major Holder ROFR Pro Rata Share shall have the agreement for saleright to purchase, leaseon a pro rata basis with any other Major Holders who so elect, conveyance any Remaining Offered Stockholder Shares not purchased. If exercised by the Major Holders pursuant hereto, the right to purchase the Offered Stockholder Shares or transfer such that the terms Remaining Offered Stockholder Shares, as the case may be, shall be exercised by written notice, signed by the Company and the participating Major Holders, and delivered to the Selling Restricted Holder prior to the expiration of the sale are less favorable to thirty (30) day notice period specified above. Such notice shall specify the Owner Participant (it being understood time, place and agreed that any reduction in the price or a change in the terms date for settlement of payment thereof in a manner beneficial to the potential purchaser such purchase, which shall be deemed to be less favorable to consummated at a closing held at the Owner Participant), Company within ten (10) days after the Owner Participant shall again comply with expiration of the thirty (30) day notice and right of first refusal provisions period specified above. (c) For the purposes of this Section prior to entering into such revised agreement; provided that, for such revised offer3.2, the Notice Period number of Stockholder Shares held by a Major Holder shall include the holdings of Permitted Transferees of such Major Holder, and such holdings shall be 10 Business Days from the date aggregated together with that of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsMajor Holder. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.As used

Right of First Refusal. In a) The Purchaser shall have a one-time right of first refusal (the "Right of First Refusal") to purchase the Subject Property as follows: i) in the event the Owner Participant desires to sellthat, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the and from time to time within three (3) year period commencing months of the execution of this Agreement, the Vendor receives a bona fide offer from a willing third party for the purchase of all or a portion of the Subject Property which the Vendor intends to accept (the "Acceptable Offer"), the Vendor shall give the Purchaser notice of the Acceptable Offer, together with a true and complete copy of the Acceptable Offer (provided that the name of the proposed purchaser may be deleted) within twenty days from the date that the Vendor receives the Acceptable Offer. An Acceptable Offer shall provide that the purchase price thereunder shall be payable in cash or a combination of cash and mortgage back. An agreement of purchase and sale that is conditional on the termination or expiration Purchaser not exercising this Right of First Refusal shall be deemed to be an Acceptable Offer. The Vendor agrees that the Purchaser shall have the prior right to elect to purchase the Subject Property for the price and on the terms and conditions contained in the Acceptable Offer, which right may be exercised at any time within the thirty (30) business days following receipt of such written notice of the Facility Lease (except in Acceptable Offer by written notice of such exercise given to the event that Vendor. ii) if the Purchaser does so elect, the notice given by it shall constitute a Lease Event binding agreement of Default shall have existed at such time of termination or expiration)purchase and sale; iii) if the Purchaser does not so elect, any such sale or other transfer the Vendor shall be subject free to sell the Facility Lessee's right of first refusal Subject Property on the terms and conditions set forth in the Acceptable Offer, and this Section 7.6Right of First Refusal shall be of no further force and effect. If such Acceptable Offer is not completed, this Right of First Refusal shall remain in force for any subsequent Acceptable Offer; and, iv) the Vendor covenants and agrees not to sell the Subject Property unless the Vendor has first complied with the terms hereof. The Owner Participant shall give Vendor may transfer the Facility Lessee prompt written notice Subject Property to any affiliated organization or entity without triggering this Right of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseFirst Refusal.

Right of First Refusal. In the event the Owner Participant desires Franchisee wishes to sell, lease, convey or otherwise transfer its Member Interest rights under this Agreement or cause the Owner Lessor to sell any interest in it, or any part or portion of any business entity that owns it, or all or substantially all a substantial portion of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration assets of the Facility Lease (except in PAK MAIL Center, the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject Franchisee agrees to grant to the Facility Lessee's Franchisor a 30 day right of first refusal to purchase such rights, interest or assets on the same terms and conditions set forth as are contained in this Section 7.6. the written offer to purchase submitted to the Franchisee by the proposed purchaser; provided, however, the following additional terms and conditions shall apply: a. The Owner Participant Franchisee shall give notify the Facility Lessee prompt Franchisor of such offer by sending a written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest the Franchisor (which notice may be the same notice as required by Section 16.2(d) above), enclosing a copy of the Owner Lessor's Interest written offer from the proposed purchaser; b. The 30 day right of first refusal period will run concurrently with the period in which the Franchisor has to approve or disapprove the Member Interest proposed transferee; c. Such right of first refusal is effective for each proposed transfer and any material change in the terms or conditions of the Owner Participantproposed transfer shall be deemed a separate offer on which a new 30 day right of first refusal shall be given to the Franchisor; d. If the consideration or manner of payment offered by a third party is such that the Franchisor may not reasonably be required to furnish the same, and then the Franchisor may purchase the interest which offers it wishes is proposed to acceptbe sold for the reasonable cash equivalent. If the parties cannot agree within a reasonable time on the cash consideration, together with a full and complete statement an independent appraiser shall be designated by the Franchisor, whose determination will be binding upon the parties. All expenses of the price appraiser shall be paid for equally between the Franchisor and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have Franchisee; and e. If the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent Franchisor chooses not to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will Franchisee shall be free to proceed under complete the terms sale, transfer or assignment, subject to compliance with Sections 16.2 and conditions set forth in its notice 16.3 above. Absence of a reply to the Facility Lessee, unless Franchisee's notice of a proposed sale within the failure to execute the contract within 60 days 30 day period is attributable to acts or omissions deemed a waiver of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaserefusal.

Right of First Refusal. In (a) If any Stockholder receives from a Third Party dealing at arm's length a bona fide offer to purchase for cash, Cash Equivalents or Marketable Securities (an "Offer") any of the event the Owner Participant desires to sellOxy Shares owned or held by such Stockholder, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor and such Stockholder intends to sell such Oxy Shares to such Third Party, such Stockholder (for purposes of this Section 3.04, the "Prospective Seller") shall provide the Company written notice of such Offer (an "Offer Notice"). The Offer Notice shall identify the Third Party making the Offer, the number and class (or classes) of Oxy Shares with respect to which the Prospective Seller has such an Offer (the "Offered Shares"), the price per Offered Share at which a sale is proposed to be made, determined in accordance with Section 3.04(g) ("Offer Price"), the form of consideration in which the Offer Price is proposed to be paid, and all other material terms and conditions of the Offer. (b) The receipt of an Offer Notice by the Company from a Prospective Seller (the date of such receipt being referred to herein as the "Offer Notice Date") shall constitute an offer by such Prospective Seller to sell to the Company and any assignee or substantially assignees of the Company ("Permitted Assignees") the Offered Shares at the Offer Price in cash. Such offer shall be irrevocable during the Offer Period (as hereinafter defined). The Company and any Permitted Assignees shall have the right to accept such offer as to any or all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that Offered Shares by giving a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice acceptance (the "Notice Periodof Acceptance") to notify the Owner Participant Prospective Seller prior to the expiration of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice Offer Period (the Company or any Permitted Assignee so accepting such offer, an "Agreement PeriodAccepting Party") execute ); provided, however, that the Company and any Permitted Assignees shall provide a contract single Notice of Acceptance to the Prospective Seller and such Notice of Acceptance must accept the offer as to all of the Offered Shares on the same terms and conditions as the offer giving rise to such rightOffer (other than as expressly set forth herein). If the Facility Lessee does not give such notice to Company or any Permitted Assignee so accepts the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised Prospective Seller's offer, the Notice Period shall be 10 Business Days such Person will purchase for cash from the date of such new noticeProspective Seller, and the Agreement Period Prospective Seller will sell to such Accepting Party, such number of Offered Shares as to which such Accepting Party shall not exceed 45 days from have accepted the Prospective Seller's offer (which must total, as to all Accepting Parties, all of the Offered Shares). The price per Offered Share to be paid by such Accepting Party shall be the Offer Price. The Notice of Acceptance shall specify (i) each Accepting Party's acceptance of the Prospective Seller's offer and (ii) the number of Offered Shares to be purchased by each Accepting Party. "Offer Period" means (i) in the event the Third Party making the Offer is engaged in the refining business, the twenty Business Day period commencing on the date of the Facility Lessee's notice accepting such new terms. Notwithstanding Offer Notice is received by the foregoingCompany, ifor (ii) in all other cases, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then ten Business Day period commencing on the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasedate the Offer Notice is received by the Company.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all (a) Effective as of the Owner Lessor's Interest at any time during Effective Date and until this Agreement is terminated in accordance with Section 4.1, if the three (3) year period commencing on Company intends to effect a Company Change of Control Transaction, the termination or expiration Company shall provide the Meituan Shareholders with a written notice of the Facility Lease proposal and a summary of the material terms and conditions of the proposal (except which shall include the proposed number and type of Shares or assets of the Company to be transferred and the proposed purchase price) (the “CoC Notice”). The CoC Notice shall also include a copy of any written proposal, term sheet, letter of intent, or other agreement relating to the proposal. (b) The Meituan Shareholders shall jointly have a right, exercisable by written notice to the Company (the “Exercise Notice”) within thirty (30) days following delivery of the CoC Notice (the “Exercise Period”), to offer to consummate the Company Change of Control Transaction at a purchase price no less than that stated in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to CoC Notice and on substantially the Facility Lessee's right of first refusal on the same material terms and conditions set forth in this Section 7.6the CoC Notice. The Owner Participant If any Meituan Shareholder delivers the Exercise Notice within the Exercise Period, such Exercise Notice shall give be irrevocable and binding, and the Facility Lessee prompt written notice Meituan Shareholders and the Company shall use their respective reasonable best efforts to agree in good faith and enter into definitive documentation reflecting the terms above providing for such Company Change of all bona fide offers that have been received from Control Transaction and, subject to the terms of such definitive documentation, shall consummate such Company Change of Control Transaction as soon as reasonably practicable following delivery of such Exercise Notice, but in no event later than two (2) months after delivery of such Exercise Notice, subject to extension solely to the extent necessary to obtain any other Person required regulatory approvals or Shareholder approval required to purchase consummate such transaction. (c) If (a) no Meituan Shareholder delivers the Exercise Notice on or acquire its interest prior to the last day of the Owner Lessor's Interest Exercise Period, (b) the Exercise Notice states a price that is less than that stated in the Proposal Notice or (c) the Member Interest Meituan Shareholders fail to consummate the Company Change of Control Transaction within two (2) months after delivery of the Owner Participant, and which offers it wishes Exercise Notice (subject to accept, together with extension solely to the extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such transaction) (other than as a full and complete statement result of the price failure by the Company to agree in good faith and all enter into definitive documentation, the breach or fault of the termsCompany or termination of definitive documentation with the Meituan Shareholders), conditions and provisions contained in such offers. The Facility Lessee the Company shall thereafter have the right within a period of 45 days two (2) months from and after the receipt by them expiration of the Exercise Period (subject to extension solely to the extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such notice (the "Notice Period"transaction) to notify consummate the Owner Participant Company Change of its intent to exercise its right of first refusal. If Control Transaction with a third party at a price that is no less than the Facility Lessee elects to exercise the right provided price stated in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same CoC Notice and upon terms and conditions as the offer giving rise no more favorable to such right. If third party than those specified in the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantCoC Notice. In the event that the Company has not consummated such terms are revised in any way that changes Company Change of Control Transaction within two (2) months from the agreement for sale, lease, conveyance or transfer such that the terms expiration of the sale are less favorable Exercise Period (subject to extension solely to the Owner Participant (it being understood and agreed that extent necessary to obtain any reduction in the price required regulatory approvals or a change in the terms of payment thereof in a manner beneficial Shareholder approval required to the potential purchaser shall be deemed to be less favorable to the Owner Participantconsummate such transaction), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date rights of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights Meituan Shareholders under this Section 7.6 only if3.2 shall be re-invoked and shall be applicable to each subsequent Company Change of Control. The Founder Parties shall make reasonable best efforts to take all actions, concurrently therewithor refrain from taking any action, it exercises as necessary or appropriate to cause the Company to perform and comply with its purchase rights obligations under this Section 7.6 of each such Other RockGen Facility Lease3.2.

Right of First Refusal. In From the event date hereof until the Owner Participant desires one hundred eightieth (180th) day following the date that all the outstanding principal amount of this Note is repaid by the Company, upon any financing (a “Subsequent Financing”) by the Company of its common stock or securities convertible or exercisable into shares of common stock, the Holder shall have the right to sellparticipate in up to 100% of such Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, leasethe Company shall deliver to the Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), convey which Pre-Notice shall ask the Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Holder, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Business Day after such request, deliver a Subsequent Financing Notice to the Holder. Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, and attached to which shall be a term sheet or otherwise transfer similar document relating thereto. The Holder shall notify the Company by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after receipt of the Subsequent Financing Notice of its Member Interest or cause willingness to provide the Owner Lessor Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to sell all or substantially completion of mutually acceptable documentation. If the Holder fails to notify the Company of its willingness to provide all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such noticeSubsequent Financing, the Owner Participant will be free to proceed under Company may effect the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsSubsequent Financing. Notwithstanding the foregoing, ifthis Section 5 shall not apply in respect of the issuance of (a) shares of common stock or options to employees, concurrently with consultants, officers or directors of the Owner Participant's offer to sell its Member Interest Company pursuant to any stock or option plan duly adopted by a majority of the Board of Directors of the Company, (b) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Section 7.6Note, it (c) securities issued pursuant to a merger, acquisition or one strategic transaction approved by a majority of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Leasethe Board of Directors of the Company (collectively, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease“Excluded Issuances”).

Right of First Refusal. In Subject to the event restrictions on Transfers contained in Section 6.1 above, if GRELAN wishes to Transfer during the Owner Participant desires to sell, lease, convey term of this Agreement any or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three Shares (3or shares of Conversion Stock) year period commencing on the termination or expiration of the Facility Lease (except in the event that then owned by GRELAN, GRELAN shall first give a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodTransfer Notice") to notify BIONUMERIK specifying the Owner Participant number and type of shares GRELAN wishes to transfer (the "Transfer Shares"), the price per share of the Transfer Share at which it wishes to transfer, the name and address of the proposed transferee, and containing an irrevocable offer (open to acceptance for a period of 60 days after the date such Transfer Notice is received) to sell the Transfer Shares to BIONUMERIK at the price per share stated in such Transfer Notice, which price shall be equal to the price per share at which GRELAN proposes to transfer such shares (the "Transfer Price"). BIONUMERIK (or its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise designee(s)) shall have the right provided in to purchase all, but not less than all, of the preceding sentenceTransfer Shares, it will by giving GRELAN notice of the determination to purchase such shares within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days BIONUMERIK's receipt of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions Transfer Notice. The closing of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms purchase by BIONUMERIK of the sale are less favorable to the Owner Participant (it being understood Transfer Shares and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer shares to sell its Member Interest GRELAN pursuant to this Section 7.66.2 shall take place at such location as GRELAN shall designate within 30 days after GRELAN's receipt of the determination to purchase such shares. Payment for such shares shall be made by check or by wire transfer against duly endorsed certificates representing the Transfer Shares to be purchased. The Transfer Shares shall be delivered free and clear of all encumbrances other than those imposed by this Agreement. If, it at the end of the 60th day after the Transfer Notice is received, a notice of acceptance of the offer contained in such Transfer Notice has not been received by GRELAN, or one if notice of its Affiliates offers to sell any interest in an owner lessor who acceptance covering less than all of the Transfer Shares has entered into any Other RockGen Facility Leasebeen received by GRELAN, then GRELAN shall have 90 days in which to transfer any or all of the Facility Lessee Transfer Shares at a price not lower than the Transfer Price and on terms no more favorable to the transferee than those contained in the Transfer Notice, provided, however, that no Transfer may be made to any third party unless and until such party delivers to BIONUMERIK a written agreement, in form and substance reasonably satisfactory to BIONUMERIK, to be bound by the terms and provisions hereof. If at the end of such 90 day period, GRELAN has not completed the transfer of all of the Transfer Shares, GRELAN shall exercise its purchase rights under no longer be permitted to Transfer such shares pursuant to this Section 7.6 only if, concurrently therewith, it exercises 6.2 without again complying with this Section in its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseentirety.

Right of First Refusal. In (a) With respect to those branches of Seller or Berkshire (which for purposes of this Section 7.10(a) and the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3following Section 7.10(b) year period commencing on the termination or expiration of the Facility Lease (except shall also include Berkshire Bank) located in the event that Pittsfield MSA which are not Branches and where Seller or Berkshire owns the real property of a Lease Event of Default shall have existed at such time of termination or expirationbranch (the “Owned Branch Premises”), any such sale or other transfer shall be subject to the Facility Lessee's Seller and Berkshire, as applicable, each hereby grants Purchaser, through October 31, 2013, a right of first refusal on the terms and conditions with respect to any proposed closure of such Owned Branch Premises as set forth in this Section 7.67.10(a). The Owner Participant Neither Seller nor Berkshire shall give the Facility Lessee prompt close a branch office without first giving Purchaser written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period"“Closure Notice”) containing an accurate and reasonably detailed description of each Owned Branch proposed to notify be closed (the Owner Participant “Specified Owned Branch Premises”) and the purchase price for the Specified Owned Branch Premises. Neither Seller nor Berkshire are obligated as part of its intent such transaction to include any other assets or liabilities other than the physical property of the Specified Owned Branch Premises. Following receipt of such Closure Notice, Purchaser may exercise its right to purchase the Specified Owned Branch Premises by giving written notice thereof (a “Specified Notice of first refusal. If the Facility Lessee elects Election”) to exercise the right provided in the preceding sentenceSeller or Berkshire, it will as applicable, within 60 fifteen (15) calendar days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions delivery of the Owner ParticipantClosure Notice on terms no less favorable to Seller or Berkshire, as applicable, to those available from a third party. In the event that such terms are revised in any way that changes the agreement for salePurchaser does not deliver a Specified Notice of Election to Seller or Berkshire, leaseas applicable, conveyance or transfer such that the terms within fifteen (15) calendar days of delivery of the sale are less favorable Closure Notice, Seller or Berkshire, as applicable, may freely close and/or transfer the Specified Owned Branch Premises, without further restriction under this Section 7.10(a) to the Owner Participant a proposed transferee. (it being understood and agreed that any reduction b) With respect to those branches of Seller or Berkshire located in the price Pittsfield MSA which are not Branches and where Seller or Berkshire leases the real property (a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant“Pittsfield Branch Lease”), the Owner Participant shall again comply (i) if (x) a Pittsfield Branch Lease expires, in accordance with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided thatits terms, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date within one year of the Facility Lessee's notice accepting Closing Date and (y) Seller or Berkshire, as the case may be, determines not to renew or extend such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Pittsfield Branch Lease, then Seller or Berkshire, as the Facility Lessee case may be, will, at least fifteen (15) calendar days prior to the expiration of the applicable Pittsfield Branch Lease, provide Purchaser with (1) notice of such expiration and (2) the name and contact information of the lessor under the applicable Pittsfield Branch Lease, and (ii) if (x) the remaining term of a Pittsfield Branch Lease, as of the Closing Date, is greater than or equal to one year and (y) Seller or Berkshire, as the case may be, determines not to renew or extend such Pittsfield Branch Lease, then Seller or Berkshire, as the case may be, shall exercise use reasonable best efforts to assist Purchaser in working with the lessor under the applicable Pittsfield Branch Lease to substitute Purchaser for Seller or Berkshire, as the case may be, as the lessee under the applicable Pittsfield Branch Lease upon expiration of such Pittsfield Branch Lease; provided, however, Seller or Berkshire, as the case may be, shall not be obligated to incur any fees or expenses in connection with the utilization of its purchase rights reasonable best efforts under this Section 7.6 only if7.10(b). In addition, concurrently therewith, it exercises its purchase rights under Section 7.6 neither Seller nor Berkshire are obligated as part of each such Other RockGen Facility transaction to include any other assets or liabilities as part of the transfer of a Pittsfield Branch Lease.

Right of First Refusal. (i) In the event of a proposed Transfer by the Owner Participant desires Purchaser of Restricted Securities wherein a single buyer in such transaction would, together with its Affiliates (a “Private Buyer”), upon consummation beneficially own 1,000,000 or more shares of Common Stock (including both outstanding shares of Common Stock and any rights to sellpurchase shares of Common Stock, lease, convey or otherwise transfer its Member Interest or cause whether through the Owner Lessor to sell all or substantially all exercise of the Owner Lessor's Interest at any time during Purchase Warrants or otherwise), the three Purchaser must first give notice to the Company (3the “Transfer Notice”) year period commencing which shall include (i) the name and address of the proposed Private Buyer, (ii) the number of Restricted Securities proposed to be Transferred (the “Offered Securities”), (iii) the proposed purchase price thereof (the “Purchase Price”), including the type of consideration, and (iv) all other material terms and conditions of such offer, including the date upon which the Purchaser and the proposed Private Buyer reasonably expect to complete the Transfer (the “Proposed Sale Date”). (ii) Upon written notice (a “Company Notice”) to the Purchaser within fifteen (15) Business Days (as defined below) of the Company’s receipt of a Transfer Notice, the Company or its designee shall have the right to purchase all (but not less than all) of the Offered Securities on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the same terms and conditions set forth in the Transfer Notice and at the price set forth in the Transfer Notice. The Company Notice shall constitute an irrevocable commitment to purchase from the Purchaser the Offered Securities on such terms and conditions. The purchase of the Offered Securities described in this Section 7.6. The Owner Participant shall give 2.2(a) must be consummated by the Facility Lessee prompt written notice Company or its designee before the later of all bona fide offers that have been received from any other Person to purchase or acquire its interest (1) fifteen (15) Business Days following receipt of the Owner Lessor's Interest or Transfer Notice by the Member Interest Company and (2) the Proposed Sale Date; provided that in the event (and only in the event) that a non-cash payment is being made for the Offered Securities, and the value of the Owner Participantpurchase price has not yet been established, and which offers it wishes to accept, together with a full and complete statement the closing of the price and all purchase of the terms, conditions and provisions contained in such offers. The Facility Lessee Offered Securities under this Section 2.2(a) shall thereafter have the right within a period of 45 days from and after the receipt by them occur immediately following determination of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalpurchase price, which determination shall be made as set forth in Section 2.2(b). If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice Company (the "Agreement Period"or its designee) execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in exercises its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest rights pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease2.2(a), then any cash payment for the Facility Lessee Offered Securities shall exercise its purchase rights under be effected by check or wire transfer against delivery of the Offered Securities to be purchased at the time of the closing of the purchase. (iii) For purposes of this Section 7.6 only ifAgreement, concurrently therewith“Business Day” means any day except Saturday, it exercises its purchase rights under Section 7.6 Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of each such Other RockGen Facility LeaseTexas generally are authorized or required by law or other government actions to close.

Right of First Refusal. In (a) Before any Shares may be Transferred by the event Investor pursuant to a Permitted Non-Public Transfer, the Owner Participant desires Investor shall deliver a written notice (a “ROFR Notice”) to sellthe Company, leasewhich shall confirm the Investor’s bona fide intention to Transfer Shares (such shares, convey the “ROFR Shares”) in a Permitted Non-Public Transfer and shall set forth, with respect to such Permitted Non-Public Transfer, in reasonable detail: (i) the identity of the Person or otherwise transfer its Member Interest Persons to whom the Investor intends to Transfer such ROFR Shares (the “Identified Transferees”); (ii) the number of ROFR Shares that the Investor intends to Transfer; (iii) the price per share (expressed as a value in U.S. dollars or cause as a price relative to the Owner Lessor market price) of the ROFR Shares (the “ROFR Price”); and (iv) all other material terms and conditions of such Permitted Non-Public Transfer (the “ROFR Terms”). The Company may nominate one or more Preferred New Investors whom it elects to sell all or substantially be in deemed receipt of the ROFR Notice and shall give written notice of the identity of such Preferred New Investor(s) to the Investor within the period of ten (10) Business Days following the receipt of the ROFR Notice by the Company. The delivery of the ROFR Notice shall be evidence of the Investor’s irrevocable offer to Transfer to the Preferred New Investors(s) all of the Owner Lessor's Interest at any time during ROFR Shares for the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be ROFR Price and subject to the Facility Lessee's ROFR Terms. (b) During the period of fifteen (15) Business Days following the receipt of the ROFR Notice by the Company (the “ROFR Exercise Period”), the Preferred New Investors(s) shall have the right to purchase all of first refusal on the ROFR Shares for the ROFR Price per share and subject to the ROFR Terms, and the consummation of the sale and purchase of the ROFR Shares shall occur at the time that the Company, the Preferred New Investor(s) and the Investor shall reasonably establish by mutual agreement which time shall be not more than twenty (20) Business Days following the end of the ROFR Exercise Period. To exercise the right to purchase the ROFR Shares, the Preferred New Investor(s) must timely deliver written notice to the Investor within the ROFR Exercise Period confirming the irrevocable commitment of the Preferred New Investor(s) to purchase all of the ROFR Shares for the ROFR Price and subject to the ROFR Terms. At the closing of the Transfer of the ROFR Shares from the Investor to the Preferred New Investor(s), (i) the Investor shall Transfer to the Preferred New Investor(s) the ROFR Shares (such Shares to be allocated among the Preferred New Investor(s) as determined by the Preferred New Investors(s)) free and clear of all liens and encumbrances and shall deliver to the Preferred New Investors such other documents and instruments evidencing or otherwise relating to such Transfer as the Preferred New Investor(s) reasonably may request, and (ii) the Preferred New Investor(s) shall deliver to the Investor by wire transfer or bank check of immediately available funds an amount of cash in U.S. dollars for the payment in full for such ROFR Shares. (c) If, prior to the end of a ROFR Exercise Period, the Company does not exercise its right under this Section 4.5 to nominate any Preferred New Investor(s) or the Preferred New Investor(s) do not purchase the applicable ROFR Shares from the Investor for the ROFR Price per share and subject to the ROFR Terms, the Investor shall have the right, during a period of twenty (20) Business Days following the end of the ROFR Exercise Period (the “ROFR Open Period”), subject to the terms and conditions set forth in of this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice Agreement, to complete a Transfer of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, ROFR Shares to an Identified Transferee for a price that is not less than the ROFR Price per share and subject to material terms and conditions and provisions contained that are not less favorable in such offers. The Facility Lessee shall thereafter have any material respect to the right within a period of 45 days from and after Investor than the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalROFR Terms. If the Facility Lessee elects Investor desires to exercise Transfer any ROFR Shares following the right provided end of the ROFR Open Period or if the Investor desires to Transfer any ROFR Shares in a Permitted Non-Public Transfer at any time (i) to any Person other than an Identified Transferee, (ii) for a price that is less than the preceding sentence, it will within 60 days of such notice ROFR Price per share or (the "Agreement Period"iii) execute a contract on the same subject to material terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable in any material respect to the Owner Participant (it being understood and agreed that any reduction in Investor than the price or a change in ROFR Terms, then the terms of payment thereof in a manner beneficial to the potential purchaser Investor shall be deemed required to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights procedures set forth under this Section 7.6 only if4.5 again by delivering a new ROFR Notice to the Company and provide the Company with the right to nominate one or more Preferred New Investors, concurrently therewithand provide such Preferred New Investor(s) with another ROFR Exercise Period during which the Preferred New Investor(s) may elect to purchase ROFR Shares for the price per share, it exercises its purchase rights under Section 7.6 of each and subject to the material terms and conditions, indicated by such Other RockGen Facility Leasenew ROFR Notice.

Right of First Refusal. In Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the event the Owner Participant desires Shareholder intending to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor effect a Transfer pursuant to sell all or substantially all Section 4.1 shall provide Parent with written notice at least two Business Days in advance of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6proposed Transfer. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of In such notice, the Owner Participant will be free Shareholder shall (i) represent to proceed under Parent that the terms Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in its Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Facility Lessee, unless Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the failure shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to execute the contract exercise such right within 60 days is attributable to acts or omissions one Business Day after receipt by Parent of the Owner Participant. In the event Shareholder’s notice (provided, that such terms are revised in any way that changes Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the agreement for sale, lease, conveyance or transfer such that the terms second Business Day after receipt of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner ParticipantShareholder’s notice), the Owner Participant Shareholder shall again be entitled to sell such shares of Covered Common Stock in order so to comply with the notice and right matters contemplated by clause (i) of first refusal provisions Section 4.1. The purchase of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date any shares of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest Covered Common Stock by Parent pursuant to this Section 7.6, it or shall be effected within one Business Day after notice by Parent of the exercise of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if4.2, concurrently therewithand Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, it exercises its upon payment of the purchase rights under Section 7.6 of each price by such Other RockGen Facility Leaseaffiliate to the Shareholder.

Right of First Refusal. In the event that, after receiving the Owner Participant desires consent of the Company and the Required Holders as required by Section 4.2 hereof, on or prior to sellthe Company’s initial Public Offering, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor any Management Investor proposes to sell any or all of such Management Investor’s Management Securities, such Management Investor shall do so only pursuant to a bona fide written offer from an unaffiliated third party. Prior to accepting such offer, the Management Investor will first offer to sell such Management Securities to the Company pursuant to this Section 4.3(b). Such Management Investor shall deliver a written notice of any such bona fide offer (a “Sale Notice”) to the Company describing in reasonable detail the Management Securities proposed to be sold, the name of the transferee, the purchase price and all other material terms of the proposed Transfer. Upon receipt of the Sale Notice, the Company, or substantially one or more designee(s) selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all, but not less than all, of the Management Securities proposed to be sold by the Management Investor at the price and on the terms of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or not it or its designee wishes to purchase all of the Owner Lessor's Interest at offered Management Securities. In any time during case where non-fungible property such as real estate constitutes part of the three (3) year period commencing purchase price included in the bona fide offer or where any aspect of the terms of such offer depend on the termination or expiration unique attributes of the Facility Lease (except in proposed transferee or otherwise cannot be precisely and reasonably duplicated by someone other than such transferee, purchases by the event that a Lease Event of Default shall have existed at such time of termination Company or expiration), any such sale or other transfer its designee(s) shall be subject to made on terms that constitute the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement reasonable economic equivalent of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them terms of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalbona fide offer. If the Facility Lessee Company or its designee(s) elects to exercise purchase the right provided in offered Management Securities, the preceding sentence, it will within 60 days closing of the purchase and sale of such notice (Management Securities shall be held at the "Agreement Period") execute a contract place and on the same terms and conditions as date established by the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth buyer in its notice to such Management Investor in response to the Facility LesseeSale Notice, unless the failure to execute the contract within which in no event shall be less than 10 or more than 60 days is attributable to acts or omissions from the date of the Owner Participantsuch notice. In the event that the Company or its designee does not elect to purchase all the offered Management Securities, such Management Investor may, subject to the other provisions of this Agreement, sell the offered Management Securities to the transferee specified in the Sale Notice at a price no less than the price specified in the Sale Notice and on other terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less no more favorable to the Owner Participant (it being understood and agreed that any reduction transferee(s) thereof than specified in the price Sale Notice during the 180-day period immediately following the last date on which the Company or its designee could have elected to purchase the offered Management Securities; provided, however, that no such sale shall be made unless the transferee executes and delivers a change joinder to this Agreement satisfactory in the terms of payment thereof in a manner beneficial form and substance to the potential purchaser shall be deemed Company which joinder states that such transferee agrees to be less favorable fully bound by this Agreement as if it were a party hereto. Any such Management Securities not transferred within such 180-day period will be subject to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease4.3(b) upon subsequent Transfer.

Right of First Refusal. In the event the Owner Participant desires (i) Holder may not Transfer this Warrant or any portion hereof unless it has complied with this Section 7(d). If ▇▇▇▇▇▇ proposes to sell, lease, convey Transfer this Warrant (or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expirationportion hereof), any such sale or other transfer then Holder shall be subject promptly give written notice (the “Sale Notice”) to the Facility Lessee's right Company at least twenty (20) days prior to the closing of first refusal on the terms and conditions set forth in this Section 7.6such Transfer. The Owner Participant Notice shall give describe in reasonable detail the Facility Lessee prompt written notice proposed Transfer including, without limitation, the portion of all bona fide offers that have been received from any other Person this Warrant to purchase or acquire its interest be Transferred (the “Transfer Amount”), the nature of such Transfer, the Owner Lessor's Interest or the Member Interest of the Owner Participantconsideration to be paid, and which offers it wishes to acceptthe name and address of each prospective purchaser or transferee. (ii) For a period of ten (10) days following receipt of any Sale Notice, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee Company shall thereafter have the right within a period to purchase all, but not less than all, of 45 days from and after the receipt by them of Transfer Amount subject to such notice (the "Sale Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the offer giving rise Company (the “Company Notice”) and delivered to the Holder within such rightten (10) day period. If The Company shall effect the Facility Lessee purchase of the Transfer Amount, including payment of the purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time the Holder shall deliver to the Company this Warrant, properly endorsed for transfer. To the extent that the Company does not give such notice elect to exercise its purchase right pursuant to this Section 7(d), the Holder may, not later than thirty (30) days following delivery to the Owner Participant Company of the Sale Notice, enter into an agreement providing for the closing of the Transfer of the Transfer Amount covered by the Sale Notice within the 45 day period or execute such a contract within 60 thirty (30) days of such notice, the Owner Participant will be free to proceed under agreement on the terms and conditions set forth described in its notice the Sale Notice. Any subsequent proposed Transfer of this Warrant by the Holder, shall again be subject to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions first refusal rights of the Owner Participant. In Company and shall require compliance by the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply Holder with the notice and right of first refusal provisions of procedures described in this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. 7(d). (iii) Notwithstanding the foregoing, ifthe purchase rights of the Company set forth in this Section 7(d) shall not apply to (i) any Transfer by a Holder to an Eligible Assignee, concurrently (ii) any pledge of this Warrant made pursuant to a bona fide loan transaction that creates a mere security, (iii) any Transfer by Holder in connection with the Owner Participant's offer to sell sale of all or a portion of any outstanding indebtedness of the Company held by Holder or its Member Interest Affiliates pursuant to the Credit Agreement, or (iv) any Transfer that is a bona fide gift approved by the Holder’s Board of Directors; provided, in each case, that the pledgee, transferee or donee shall enter into a written agreement to be bound by and comply with all provisions of this Warrant as if it were an original Holder hereunder. (iv) Any purported Transfer by a Holder of this Warrant (or portion thereof) in violation of this Section 7.67(d) shall be voidable, and the Company will not effect such Transfer nor will it or one treat any alleged transferee as the holder of this Warrant. (v) By its execution of this Agreement, Wachovia Bank, National Association, as the Lender under the Credit Agreement, hereby consents to any purchase by the Company of this Warrant upon the exercise of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if7(d), concurrently therewithand acknowledges and agrees that notwithstanding any provision of the Credit Agreement to the contrary, it exercises its any such purchase rights under Section 7.6 shall not constitute a breach of each such Other RockGen Facility Leaseany provision of the Credit Agreement.

Right of First Refusal. The parties hereto agree that the restrictions on Transfer set forth in Section 2 of the Stockholders Agreement shall not apply to a Transfer by that is in accordance with the terms of Section 2 of this Joinder. In the event the Owner Participant desires that proposes to sellTransfer Stockholder Shares (other than pursuant to paragraph 2(b), lease, convey paragraph 3 or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all paragraph 6 of the Owner Lessor's Interest at any time during Stockholders Agreement, pursuant to a Public Sale or pursuant to the three (3) year period commencing on the termination or expiration terms of the Facility Lease Subordinated Loan Agreement, dated as of the date hereof, between and the Company (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration“Subordinated Loan Agreement”)), any such sale or other transfer shall be subject give written notice (the “Transfer Notice”) to the Facility Lessee's right Company and the Investor (the “Offerees”). The Transfer Notice shall disclose in reasonable detail the identity of first refusal on the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions set forth in this Section 7.6of the proposed Transfer. will not consummate any Transfer until 30 days after the Transfer Notice has been given to the Offerees (the “Offer Period”), except pursuant to an Offeree purchase hereunder. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person Company may elect to purchase or acquire its interest all (but not less than all) of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes Stockholder Shares to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on be transferred upon the same terms and conditions as those set forth in the offer giving rise Transfer Notice by delivering a written notice of such election to such rightwithin 30 days after the Transfer Notice has been given to the Company. If the Facility Lessee does Company has not give such notice elected to purchase all of the Owner Participant within the 45 day period or execute such a contract within 60 days of such noticeStockholder Shares to be transferred, the Owner Participant will Investor may elect to purchase all (but not less than all) of the Stockholder Shares to be free to proceed under transferred upon the same terms and conditions as those set forth in its the Transfer Notice by delivering a written notice of such election to within 30 days after the Facility Lessee, unless Transfer Notice has been given. If neither the failure Company nor the Investor elects to execute the contract within 60 days is attributable to acts or omissions purchase all of the Owner Participant. In Stockholder Shares specified in the event that such Transfer Notice, may transfer the Stockholder Shares specified in the Transfer Notice at a price and on terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less no more favorable to the Owner Participant (it being understood and agreed that any reduction transferee(s) thereof than specified in the price or a change in Transfer Notice during the terms of payment thereof in a manner beneficial 60-day period immediately following the Offer Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this paragraph upon subsequent transfer. If the Offerees elect to purchase Stockholder Shares hereunder, the Transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to or its Permitted Transferee, but in any event within 15 days after the expiration of the Offer Period. The restrictions set forth in this Section prior 2 shall not apply with respect to entering into such revised agreementany Transfer of Stockholder Shares by to a Permitted Transferee; provided that, for that the obligations and restrictions contained in the Stockholders Agreement shall continue to be applicable to the Stockholder Shares after any such revised offer, Transfer and provided further that the Notice Period shall be 10 Business Days from the date transferees of such new notice, and Stockholder Shares shall have agreed in writing to be bound by the Agreement Period shall not exceed 45 days from the date provisions of the Facility Lessee's notice accepting such new termsStockholder Agreement affecting the Stockholder Shares so Transferred. Notwithstanding the foregoing, ifshall not avoid the provisions of this Section 2 by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. In connection with any proposed transfer of Stockholder Shares by in accordance with this Section 2, concurrently the Company shall provide any prospective purchaser of such Stockholder Shares reasonable access to the properties, books and records of the Company upon reasonable advance notice and at no cost or expense to the Company; provided that such prospective purchaser executes and delivers a confidentiality agreement in form and substance reasonably satisfactory to the Company. Notwithstanding anything in the Stockholders Agreement or in this Joinder to the contrary, shall not transfer any Stockholder Shares to a Competitor (as defined below) of the Company and each transfer of Stockholder Shares by shall involve Stockholder Shares representing at least one percent of the aggregate Stockholder Shares outstanding at such time on a fully-diluted basis (unless such transfer is in connection with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one transfer of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.senior subordinated promissory

Right of First Refusal. In Without prejudice to the event provisions set forth in Clause 4.3, and other than in respect of a Transfer pursuant to Clauses 4.4 (Drag-along right for the Owner Participant desires to sell, lease, convey Shareholders) or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all 4.5 (Listing of the Owner Lessor's Interest at Shares) any time during Transfer of Shares (the three (3"Transferring Shares") year period commencing on the termination or expiration by any of the Facility Lease Shareholders (except in the event that "Transferring Party") shall trigger a Lease Event right of Default first refusal for the other Shareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares shall have existed be divided among them according to their pro rata shareholding of the Company at such the time of termination or expiration)exercising the right. The Transferring Party shall in writing notify the Board of any intended Transfer and its terms and conditions. The notice shall include, any such sale or other transfer shall be subject to without limitation, (i) the Facility Lessee's right name and address of first refusal on the proposed transferee, (ii) the total number of Transferring Shares, and (iii) the consideration and the terms and conditions set forth in this Section 7.6. The Owner Participant shall give of payment contemplated by the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice Period") to notify the Owner Participant of its intent other Shareholders. If any other Shareholder wishes to exercise its right of first refusalfirst refusal pursuant to this Clause 4.2, it must so notify the Board and the Transferring Party within 21 days from the receipt of the Sales Notice (the "Sales Notice Period"), by a written notice setting forth its irrevocable election to exercise its right of first refusal ("Exercise Notice"). The redemption amount to be paid for the Transferring Shares shall be equal to what is defined in the Sales Notice and be due and payable on the date falling 14 days after the Exercise Notice was sent. If the Facility Lessee elects right of first refusal is not exercised within the expiration of the Sales Notice Period, the Transferring Party shall for a period of 60 days following the expiration of the Sales Notice Period be entitled to exercise transfer the right provided number of Transferring Shares set out in the preceding sentence, it will within 60 days Sales Notice. Any Transfer of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant Shares subsequent to this Section 7.6, it or one period may only take place following the issuance of its Affiliates offers to sell any interest a new Sales Notice in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under accordance with this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseClause 4.2.

Right of First Refusal. All rights and obligations set forth in this Section 5.4 are expressly limited by and subject to any and all rights or third parties existing on the Distribution Date, all of which rights are set forth on Schedule 5.4 hereto to the actual knowledge of Leap. (a) Except as otherwise may be agreed by the parties, Leap shall not sell, assign, pledge, or in any manner transfer any Interest in its Leap Operating Assets, whether voluntarily or by operation of law, for consideration or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this Section 5.4. (b) If Leap desires to sell or otherwise transfer as described in Section 5.4(a) above any Leap Operating Asset, Leap shall first give written notice thereof to QUALCOMM. Such notice shall indicate the relevant Leap Operating Asset and name the proposed transferee, and state the number of shares (or the extent and nature of the interest) proposed to be transferred, the proposed consideration including timing and form thereof, and all other material terms and conditions of the proposed transfer. (c) For thirty (30) days following receipt of such notice, QUALCOMM shall have the option to elect to purchase all of the Leap Operating Asset described in the notice at the price and upon the terms set forth in such notice, subject to the rights of third parties and other restrictions that may be set forth in written agreements with Leap in existence at the time of the Distribution. In the event the Owner Participant desires QUALCOMM elects to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially purchase all of the Owner Lessor's Interest at Leap Operating Asset, it shall give written notice to Leap of its election and such purchase shall be made pursuant to Section 5.4(e) below. (d) Payment for any time during purchase QUALCOMM elects to make pursuant to subsection (c) above shall be made in cash or by wire transfer, within thirty (30) days following the three (3) year period commencing on election to purchase by QUALCOMM. Notwithstanding the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default foregoing, QUALCOMM shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject the option to pay for said Leap Operating Asset on substantially the Facility Lessee's right of first refusal on the same terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice from Leap regarding the proposed transfer of such Leap Operating Asset. (e) In the event QUALCOMM does not elect to acquire all bona fide offers that have been received from any other Person to purchase or acquire its interest of such Leap Operating Asset, Leap may, within the one hundred eighty (180) day period following the expiration of the Owner Lessor's Interest or option rights granted to QUALCOMM herein, transfer the Member Interest Leap Operating Asset as specified in the notice, provided such transfer is consummated on the basis such that each of the Owner Participant, and which offers it wishes corresponding material terms of such transfer is at least as favorable to accept, together with a full and complete statement Leap as each of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same material terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its the notice to QUALCOMM. (f) The foregoing provisions in this Section 5.4 shall not be applicable to the Facility Lesseefollowing transfers by Leap: (i) Leap's pledge, unless the failure mortgage or other transfer (or any foreclosure pursuant thereto) of an Leap Operating Asset pursuant to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant Credit Facility; (it being understood and agreed that ii) Leap's bona fide pledge or mortgage (or any reduction in the price or foreclosure pursuant thereto) of an Leap Operating Asset with a change in commercial lending institution, consistent with the terms of payment thereof in a manner beneficial the Credit Facility; and (iii) Leap's transfer of an Leap Operating Asset to QUALCOMM. (g) The foregoing rights of QUALCOMM with respect to any Leap Operating Asset shall be subject to rights of third parties to acquire such Leap Operating Asset existing as of the Distribution Date with respect to such Leap Operating Asset, all of which rights are set forth on Schedule 5.4 hereto to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and actual knowledge of Leap. (h) The foregoing right of first refusal provisions shall terminate as of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and three (3) years following the Agreement Period shall Distribution. (i) QUALCOMM may not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell assign its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease5.4.

Right of First Refusal. In (a) Except as set forth in Section 4.1(b)-(e), if any Shareholder party to this Agreement wishes to Transfer (any such Shareholder, a “Selling Shareholder”), directly or indirectly, any of its Company Shares, to any Person or Persons (other than a Permitted Transferee) (the event “Proposed Purchaser”), then such Selling Shareholder shall first deliver to each other Shareholder party to this Agreement (in each case, such offerees, the Owner Participant desires “Offeree Shareholders”), a written notice (a “ROFR Notice”) which shall specify (i) the number of Company Shares (including detail with respect to sellthe numbers of Company Shares) proposed to be Transferred (the “ROFR Shares”), lease(ii) the name of the Proposed Purchaser and the terms on which such ROFR Shares shall be sold to such Proposed Purchaser, convey and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or otherwise transfer its Member Interest or cause Marketable Securities) which the Owner Lessor Proposed Purchaser has agreed to pay for the ROFR Shares (the “ROFR Purchase Price”). The ROFR Notice shall constitute an irrevocable offer by the Selling Shareholder (an “ROFR Offer”), for a period of thirty (30) days after delivery thereof to each Offeree Shareholder (the “ROFR Election Period”), to sell all or substantially all all, but not less than all, of the Owner Lessor's Interest ROFR Shares to the Offeree Shareholders at any time during the three ROFR Purchase Price. (3b) year period commencing During the ROFR Election Period, each Offeree Shareholder may elect to purchase up to their pro rata share (based on the termination or number of Company Shares held by such Offeree Shareholder as a percentage of Company Shares held by all Offeree Shareholders) of the ROFR Shares at the ROFR Purchase Price by delivering written notice to such effect (a “ROFR Acceptance Notice”), prior to the expiration of the Facility Lease (except ROFR Election Period, to the Selling Shareholder. Failure by an Offeree Shareholder to so notify the Selling Shareholder of its election to accept the ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such ROFR Offer, but shall not impair or prejudice any rights of such Offeree Shareholders under this Section 4.2 in the event that the provisions hereof again become applicable to a Lease Event Transfer by the Selling Shareholder of Default any of the Company Shares referred to in the ROFR Notice. (c) In the event that not all of the Offeree Shareholders elect to purchase their pro rata share of the ROFR Shares, the Offeree Shareholders electing to purchase their pro rata share (based on the number of shares of the Company Shares held by each such Offeree Shareholder as a percentage of the Company Shares held by all Offeree Shareholders) of the ROFR Shares shall have existed the right to purchase their pro rata share (based on the number of shares of Company Shares held directly or indirectly by such exercising Offeree Shareholders as a percentage of the Company Shares held by all Offeree Shareholders electing to so purchase under this Section 4.2(c)) of any ROFR Shares not agreed to be purchased by the other Offeree Shareholders, during an additional fifteen (15) day period (the “Accretion Period”), beginning following notice to the Offeree Shareholders from the Selling Shareholder that not all of the ROFR Shares were agreed to be purchased during the ROFR Election Period. (d) If any or all of the Offeree Shareholders timely accept the ROFR Offer and all of ROFR Shares are agreed to be purchased by such exercising Offeree Shareholders, such exercising Offeree Shareholders and the Selling Shareholder shall, within thirty (30) days following the delivery of the ROFR Acceptance Notice to the Selling Shareholder, enter into a binding agreement (a “Sale Agreement”) for the sale of the ROFR Shares at the ROFR Purchase Price to such exercising Offeree Shareholders. The Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of the Company, and provided further that the payment obligations of the ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom. (e) The closing of the sale of the ROFR Shares under any Sale Agreement shall take place at the offices of the Company (or at such other place as may be mutually acceptable to the parties thereto) not later than two hundred seventy (270) days after the Sale Agreement was executed and delivered to the Selling Shareholder by the Offeree Shareholders (subject to extension under the circumstances and within the time periods provided in Section 4.7). At such closing, the Selling Shareholder shall deliver the certificates representing the ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the purchasing members of termination the Offeree Shareholders, against payment therefor as provided in the Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or expirationother encumbrances of whatsoever nature and with an appropriate transfer letter addressed to the Company. (f) If (i) the Offeree Shareholders have not exercised the ROFR Option within the applicable ROFR Election Period and any Accretion Period for all of the ROFR Shares, or (ii) the Sale Agreement has not been executed by the Offeree Shareholders and tendered to the Selling Shareholder for execution within the period specified in the first sentence of Section 4.2(d), or (iii) the closing of the purchase and sale of all the ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Selling Shareholder of any of its or their covenants, representations or warranties in the Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Free to Sell Date”), then, in any such sale or other transfer event, the Selling Shareholder shall have the right (within the period specified in Section 4.2(g)) to sell all, but not less than all, of the ROFR Shares to the Proposed Purchaser specified in the ROFR Notice for the ROFR Purchase Price, subject to compliance by the Proposed Purchaser with the requirements of Sections 4.2(g) and 4.3. No party hereto shall be subject permitted to transfer directly or indirectly Shares to any Person that is not a party to this Agreement pursuant to this Article IV, unless such Person has executed and delivered to the Facility Lessee's right of first refusal on parties hereto an instrument, in form and substance reasonably satisfactory to the terms parties hereto, by which such Person agrees (and conditions any subsequent transferee will be required to agree) that it shall be bound by, and take such Company Shares or interest in Company Shares subject to, the obligations and restrictions set forth in this Article IV as if such obligations and restrictions applied to such Person. (g) The Selling Shareholder’s right to sell the ROFR Shares to the Proposed Purchaser pursuant to Section 7.6. The Owner Participant 4.2(f) shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price expire and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior 4.2 shall be reinstated in the event that the Proposed Purchaser has not purchased the ROFR Shares and complied with the requirements of Section 4.2 in full within two hundred seventy (270) days following the Free to entering into Sell Date, unless extended pursuant to Section 4.7. (h) If any Offeree Shareholder accepts an ROFR Offer and then willfully fails to consummate the purchase of the ROFR Shares in accordance with the provisions of this Section 4.2 (a “ROFR Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Selling Shareholder may have in respect of such revised agreement; provided that, for such revised offerfailure, the Notice Period ROFR Defaulting Shareholder shall be 10 Business Days thereafter cease to have any right to receive ROFR Offers or to enjoy the benefits of this Section 4.2 in respect thereof. (i) If any Offeree Shareholder accepts an ROFR Offer, then during the period from the date of delivery of the ROFR Acceptance Notice until the date the ROFR Shares are transferred, the Selling Shareholder shall at all times cooperate with the remaining Shareholders in causing the Company at all times to operate its business in the ordinary course, consistent with past practices. (j) If any Permitted Holder (any such new noticeShareholder, a “Dominio Selling Shareholder”) wishes to Transfer, directly or indirectly, any of its shares in Dominio to any Person or Persons (other than a Permitted Holder) (the “Proposed Dominio Purchaser”) and following such Transfer the Permitted Holders would not, collectively, hold more than 50% of the equity interests of Dominio and otherwise Control Dominio, then the legal representative of Dominio shall not permit such Transfer to be consummated unless the Dominio Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written notice (a “Dominio ROFR Notice”) which shall specify (i) the number of shares of Dominio proposed to be Transferred (the “Dominio ROFR Shares”), (ii) the name of the Proposed Dominio Purchaser and the terms on which such Dominio ROFR Shares shall be sold to such Proposed Dominio Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Dominio Purchaser has agreed to pay for the Dominio ROFR Shares (the “Dominio ROFR Purchase Price”). The Dominio ROFR Notice shall constitute an irrevocable offer by the Selling Dominio Shareholder (a “Dominio ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or Veto Third Party Shareholder Representative (the “Dominio ROFR Election Period”), to sell all, but not less than all, of the Dominio ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the Dominio ROFR Purchase Price. During the Dominio ROFR Election Period, Fintech Advisory or the Veto Third Party Shareholder Representative may inform the Dominio Selling Shareholder of the election by the Fintech Parties or the Third Party Veto Shareholder to purchase all of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Purchase Price by delivering written notice to such effect (a “Dominio ROFR Acceptance Notice”), prior to the expiration of the ROFR Election Period, to the Selling Shareholder. Failure to so notify the Selling Shareholder of the election to so accept the Dominio ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such Dominio ROFR Offer. If the Fintech Parties or the Veto Third Party Shareholder timely accept the Dominio ROFR Offer and all of the Dominio ROFR Shares are agreed to be purchased by the Fintech Parties or the Veto Third Party Shareholder, the Fintech Parties or the Veto Third Party Shareholder, as applicable, and the Dominio Selling Shareholder shall, within thirty (30) days following the delivery of the Dominio ROFR Acceptance Notice to the Dominio Selling Shareholder, enter into a binding agreement (a “Dominio Sale Agreement”) for the sale of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Purchase Price to the Fintech Parties or the Veto Third Party Shareholder. The Dominio Sale Agreement Period shall contain such terms as are customary between significant shareholders of an issuer; provided that the Dominio Selling Shareholder shall not exceed 45 be required to make any representations or warranties or provide any indemnities regarding the business of Dominio or its Subsidiaries or investments and provided further that the payment obligations of the Dominio ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom. The closing of the sale of the Dominio ROFR Shares under any Dominio Sale Agreement shall take place at the offices of Dominio or such address in Argentina or the United States as Dominio shall indicate not later than ninety (90) days from after the Dominio Sale Agreement was executed and delivered to the Dominio Selling Shareholder by the Fintech Parties or the Veto Third Party Shareholder (subject to extension under the circumstances and within the time periods provided in Section 4.7), as applicable. At such closing, the Dominio Selling Shareholder shall deliver the certificates representing the Dominio ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the Fintech Parties or the Veto Third Party Shareholder, as applicable, against payment therefor as provided in the Dominio Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to Dominio. If (i) the Fintech Parties or the Veto Third Party Shareholder has not exercised the option within the applicable Dominio ROFR Election Period or (ii) the closing of the purchase and sale of all the Dominio ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Dominio Selling Shareholders of any of its or their covenants, representations or warranties in the Dominio Sale Agreement that are a condition to such closing (the first to occur of the Facility Lessee's notice accepting foregoing being hereinafter referred to as the “Dominio Free to Sell Date”), then, in any such new termsevent, the Dominio Selling Shareholder shall have the right (within 270 days following the Dominio Free to Sell Date) to sell all, but not less than all, of the Dominio ROFR Shares to the Proposed Dominio Purchaser specified in the Dominio ROFR Notice for the Dominio ROFR Purchase Price. Notwithstanding The Dominio Selling Shareholder’s right to sell the foregoing, if, concurrently Dominio ROFR Shares to the Proposed Dominio Purchaser shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Dominio Purchaser has not purchased the Dominio ROFR Shares and complied with the Owner Participant's offer requirements of Section 4.2(j) in full within two hundred seventy (270) days following the Dominio Free to sell its Member Interest Sell Date, unless extended pursuant to Section 4.7. If the Fintech Parties or the Veto Third Party Shareholder accept a Dominio ROFR Offer and then willfully fails to consummate the purchase of the Dominio ROFR Shares in accordance with the provisions of this Section 7.64.2 (a “ROFR Dominio Defaulting Shareholder”), it then, in addition to any remedies at law or one in equity that the Dominio Selling Shareholder may have in respect of such failure, the ROFR Dominio Defaulting Shareholder shall thereafter cease to have any right to receive Dominio ROFR Offers or to enjoy the benefits of this Section 4.2(j) in respect thereof. (k) If Dominio, any of its Affiliates offers or any Permitted Holder (each a “CVH Selling Shareholder”), wishes to Transfer, directly or indirectly, any shares of Capital Stock in CVH to any Person or Persons other than to an Affiliate of Dominio or any Permitted Holder (the “Proposed CVH Purchaser”) and as a result of such Transfer Dominio together with its Affiliates and or one or more Permitted Holders individually or collectively would not Control CVH, then CVH shall not permit such Transfer to be consummated unless the CVH Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written notice (a “CVH ROFR Notice”) which shall specify (i) the number of shares of Capital Stock of CVH proposed to be Transferred (the “CVH ROFR Shares”), (ii) the name of the Proposed CVH Purchaser and the terms on which such CVH ROFR Shares shall be sold to such Proposed CVH Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed CVH Purchaser has agreed to pay for the CVH ROFR Shares (the “CVH ROFR Purchase Price”). The CVH ROFR Notice shall constitute an irrevocable offer by the Selling CVH Shareholder (a “CVH ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or the Veto Third Party Shareholder Representative, as applicable (the “CVH ROFR Election Period”), to sell any interest in an owner lessor who has entered into any Other RockGen Facility Leaseall, then but not less than all, of the Facility Lessee shall exercise its purchase rights under this Section 7.6 only ifCVH ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the CVH ROFR Purchase Price. During the CVH ROFR Election Period, concurrently therewithFintech Advisory or the Veto Third Party Shareholder Representative, it exercises its purchase rights under Section 7.6 as applicable, may inform the CVH Selling Shareholder of each such Other RockGen Facility Lease.the election by the Fintech Parties or the Third Pa

Right of First Refusal. (a) If any Shareholder other than Management Company (a “Selling Shareholder”) wishes or intends to Transfer all or part of its Shares to any Person other than a Permitted Transferee, pursuant to a bona fide offer (“Offer”) by such Person (a “Proposed Transferee”), such Selling Shareholder shall give written notice of such intention (a “ROFR Notice”) to the other Shareholders (except Management Company) (the “Other Shareholders”). The ROFR Notice shall include a copy of the Offer, and shall set forth the following information in respect of the Offer: (i) the name and address of the Proposed Transferee; (i) the number of Shares subject to the Offer; (iii) the per Share purchase price offered by such Proposed Transferee for such Shares; (iv) the proposed date of closing of such purchase; and (v) all other material terms and conditions of the Offer. (b) The giving of a ROFR Notice to the Other Shareholders shall constitute a binding, irrevocable offer by the Selling Shareholder to sell all of the Shares that are the subject of the Offer to the Other Shareholders on the following terms: (i) each of the Other Shareholders shall have the right, but not the obligation, to purchase from the Selling Shareholder all or a portion of the Shares that are the subject of the Offer at the price and on the same terms and conditions set forth in the ROFR Notice. Such right shall be exercisable by a Other Shareholder giving written notice to the Selling Shareholder, with a copy to the Company (“Exercise Notice”), at any time prior to the 20th calendar day after such Other Shareholder’s receipt of a ROFR Notice that such Other Shareholder elects to acquire all or any portion of the Shares to be Transferred as described in the ROFR Notice. Each Other Shareholder that timely sends such an Exercise Notice shall be a “ROFR Shareholder.” Such Exercise Notice shall set forth the number of Shares such ROFR Shareholder desires to purchase, which may be more or less than, or equal to, such Shareholder’s ROFR Percentage of the Shares that are the subject of the Offer (but in no event in excess of the amount of Shares that are the subject of the Offer). Each ROFR Shareholder shall have the right to purchase up to its ROFR Percentage of the Shares that are the subject of the Offer. In the event that one or more ROFR Shareholders have specified that they wish to purchase more than their respective ROFR Percentage of the Owner Participant desires Shares that are the subject of the Offer, the ROFR Shareholders shall be entitled to sellpurchase the Shares that are the subject of the Offer on the following basis: (A) if the aggregate amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is equal to or less than the amount of the Shares that are the subject of the Offer, leaseall such ROFR Shareholders shall purchase such Shares in the full amount set forth in their respective Exercise Notices; and (B) if the amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is in excess of the amount of Shares that are the subject of the Offer, convey or otherwise transfer then (1) each ROFR Shareholder shall be entitled to purchase an amount of the Shares that are the subject of the Offer equal to the lesser of (x) such ROFR Shareholder’s ROFR Percentage of such Shares, and (y) the maximum amount of Shares specified in the Exercise Notice delivered by such ROFR Shareholder, and (2) the remaining available Shares (if any) shall be allocated pro rata by and among those ROFR Shareholders who have requested to purchase an amount of Shares in excess of their respective ROFR Percentage of the Shares that are the subject of the Offer, based on the ratio of the amount of Shares such ROFR Shareholder has requested in excess of its Member Interest or cause ROFR Percentage of the Owner Lessor Shares that are the subject of the Offer, divided by the aggregate of all Shares in excess of the respective ROFR Percentages of the Shares that are the subject of the Offer that have been requested by all ROFR Shareholders. (ii) to sell all or substantially the extent the operation of the provisions of this Section 7.4 do not result in the Other Shareholders electing to purchase all of the Owner Lessor's Interest at Shares that are the subject of any time during Offer and ROFR Notice, the three (3) year period commencing on Selling Shareholder shall promptly send a further notice to each ROFR Shareholder of such fact, identifying the termination or expiration amount of Shares that remain available; such further notice shall constitute an offer from the Facility Lease (except in the event that a Lease Event of Default shall have existed at Selling Shareholder to sell such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal remaining Shares on the terms and conditions set forth in the ROFR Notice. Within 5 calendar days after delivery of such further notice, each ROFR Shareholder may deliver a supplemental notice to the Selling Shareholder notifying the Selling Shareholder of the amount of such remaining Shares that any such ROFR Shareholder elects to purchase. If such supplemental notices indicate that the ROFR Shareholders wish to purchase more than the remaining available Shares, such Shares shall be allocated pro rata among the ROFR Shareholders, as appropriate, based on the respective amounts of Shares requested in all such supplemental notices. (c) Except as set forth in Section 7.4(d), an Exercise Notice given pursuant to Section 7.4(b), when taken together with the ROFR Notice given, will constitute a binding legal agreement on the terms and conditions set forth therein. (d) Notwithstanding the foregoing provisions of this Section 7.6. The Owner Participant shall give 7.4, if, after completion of the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person foregoing procedures under this Section 7.4, the Other Shareholders fail to elect to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the termsShares that are the subject of any ROFR Notice, conditions then (i) unless the Selling Shareholder consents otherwise, the Other Shareholders shall not be entitled to purchase any of the Shares pursuant to this Section 7.4 in connection with the applicable Offer, and provisions contained in such offers. The Facility Lessee shall thereafter have (ii) the right within a period of 45 days from and after the receipt by them Selling Shareholder may Transfer all (but not less than all) of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice Shares to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under Proposed Transferee in accordance with the terms and conditions set forth in its notice the Offer. If the Selling Shareholder’s Transfer to the Facility Lessee, unless the failure to execute the contract within 60 days Proposed Transferee is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised not consummated in any way that changes the agreement for sale, lease, conveyance or transfer such that accordance with the terms of the sale are less favorable to Offer within 90 calendar days after the Owner Participant (it being understood and agreed that any reduction in date of the price or a change in ROFR Notice, the terms of payment thereof in a manner beneficial to the potential purchaser Offer shall be deemed to be less favorable to lapse, and the Owner Participant), Selling Shareholder may not Transfer any of the Owner Participant shall Shares described in the Offer without complying again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date 7. (e) The exercise or non-exercise by any Shareholder of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer right to sell its Member Interest participate in any one or more sales of Shares pursuant to this Section 7.67.4 shall not adversely affect the right of such Shareholder to participate in subsequent sales of Shares pursuant to this Section 7.4. (f) For purposes of clarity, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee Parties acknowledge and agree that Management Company shall exercise its purchase have no rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease7.4.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all Shares of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration Common Stock that you acquire upon vesting of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be your RSU are subject to the Facility Lessee's any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal described in the Company’s bylaws at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first date upon which any security of the Company is 1. ​ listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing Date”). ​ (a) Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon vesting of your RSU, or any interest in such shares, unless such Transfer is made in compliance with the following provisions: ​ (i) Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions of your RSU, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares of Common Stock acquired upon vesting of your RSU will be immediately subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. (ii) For a period of 30 calendar days after the Notice Date, or such longer period as may be required to avoid the classification of your RSU as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice 3(a)(iii) (the "Notice Period") to notify the Owner Participant Company’s “Right of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantFirst Refusal”). In the event that such terms are revised in any way that changes the agreement for saleproposed Transfer is one involving no payment of a purchase price, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the purchase price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall will be deemed to be less favorable the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Owner ParticipantOfferor prior to the end of said 30 days (including any extension required to avoid classification of the RSU as a liability for financial accounting purposes). ​ (iii) The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 3(a)(i)), or the Owner Participant shall again comply with Fair Market Value as determined by the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offerBoard in the event no purchase price is involved. To the extent consideration other than cash is offered by the proposed transferee, the Notice Period shall Company will not be 10 Business Days from required to pay any additional amounts to the date Offeror other than the cash price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be accompanied by full payment for the Offered Shares and, upon such new noticepayment by the Company, the Company will acquire full right, title and interest to all of the Offered Shares. ​ (iv) If, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewiththe option given pursuant to Section 3(a)(ii) is not exercised, it exercises its purchase rights under the Transfer proposed in the notice given pursuant to Section 7.6 3(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said notice except that such Transfer may not take place either before the 10th calendar day after the expiration of each the 30 day option exercise period or after the ninetieth 90th calendar day after the expiration of the 30 day option exercise period, and if such Other RockGen Facility Lease.Transfer has not taken place prior to said 90th day, such Transfer may not take place without once again complying with this Section 3(a). The option exercise periods in this Section 3(a)(iv) will be adjusted to include any extension required to avoid the classification of your option as a liability for financial accounting purposes. ​

Right of First Refusal. In the event the Owner Participant desires Subject to sellall other terms and conditions of this Agreement (including, leasewithout limitation, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expirationSections 3.2 and 3.3), any such sale or other transfer shall be subject Company hereby grants to the Facility Lessee's Licensor an exclusive right of first refusal (a “Right of First Refusal”), to market, promote, sell, offer for sale and/or distribute any Product in the Field, anywhere in the world. Company shall provide Licensor with written notice (the “ROFR Notice”) of each bona fide Third Party offer to acquire the right (whether by license, acquisition or otherwise, but not including, for the avoidance, any transactions constituting a possible Change of Control) to commercialize one or more Products in the Field in a particular jurisdiction (each such offer, a “ROFR Offer”), and which notice shall describe the material commercial terms of such offer, on a no-names basis, in reasonable detail. Within thirty (30) calendar days of delivery of a ROFR Notice, Licensor shall advise Company in writing whether it desires to proceed with the ROFR Offer on substantially similar commercial terms. Licensor’s failure to deliver the foregoing written response in a timely manner, or Licensor’s delivery of a written response rejecting the ROFR Offer, shall be deemed a rejection of the ROFR Offer, and Company shall be entitled to negotiate and to enter into an agreement with the relevant Third Party with respect to such ROFR Offer (for clarity, with respect to the same Product(s) and jurisdiction(s) and on commercial terms and conditions no more favorable, taken as a whole, in any material respect, to such Third Party than those set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from relevant ROFR Offer), without any other Person further obligations to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantLicensor. In the event that such terms are revised in any way that changes the agreement for saleLicensor confirms, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial timely manner, that it desires to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply proceed with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new ROFR Offer on substantially similar commercial terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee Parties shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of enter into good faith negotiations to enter into a binding agreement (each such Other RockGen Facility Leaseagreement, a “Definitive Agreement”) as promptly as reasonably possible. If the Parties have not entered into a Definitive Agreement with respect to a ROFR Offer within forty-five (45) calendar days of Licensor’s exercise of its rights hereunder, then Company shall be entitled to negotiate and to enter into an agreement with the relevant Third Party with respect to such ROFR Offer (for clarity, with respect to the same Product(s) and jurisdiction(s) and on commercial terms no more favorable to such Third Party, taken as a whole, in any material respect, than those set forth in the relevant ROFR Offer), without any further obligations to Licensor.

Right of First Refusal. In (a) Subject to Section 10.02 and Section 10.03, Transfers of any Membership Interest shall not occur without first complying with the event terms of this Section 3.02, provided that nothing herein shall be deemed to prohibit a Transfer in bankruptcy to a trustee in bankruptcy. (b) If any Member proposes to Transfer any of its Membership Interest (the Owner Participant desires “Transferring Member”), then the Transferring Member shall deliver written notice in accordance with Section 12.02 (the “Transfer Notice”) of such proposed Transfer simultaneously to sell, lease, convey or otherwise transfer its the Company and the non-transferring Member Interest or cause (the Owner Lessor “Non-Transferring Member”) at least 20 days prior to sell all or substantially all the closing of such proposed Transfer (the date of delivery of the Owner Lessor's Interest at any time during Transfer Notice, the three (3) year period commencing on “Transfer Notice Date”). The Transfer Notice shall describe in reasonable detail the termination or expiration proposed Transfer including, without limitation, the portion of the Facility Lease Percentage of Interest held by the Transferring Member to be Transferred (except the “Transfer Percentage”), the nature of such Transfer, the cash consideration to be paid for the Transfer Percentage (or, in the event that the consideration is other than cash, the value of the consideration as determined in good faith by the Transferring Member and the Company) (the “Purchase Price”), and the name and address of the prospective transferee (the “Proposed Transferee”). The Transferring Member shall enclose with the Transfer Notice a Lease Event copy of Default a written offer, letter of intent or other written document signed by the Proposed Transferee setting forth the proposed terms and conditions of the Transfer. (c) The Non-Transferring Member shall have existed at such time of termination or expiration)the right, any such sale or other transfer shall be subject to the Facility Lessee's terms of this Section 3.02, to purchase all, but not less than all, of the Transfer Percentage on the same terms and conditions as set forth in the Transfer Notice, including the Purchase Price. If the Non-Transferring Member desires to exercise its right to purchase all of the Transfer Percentage, it shall give written notice (the “Exercise Notice”) to the Transferring Member and the Company no later than 10 days after the Transfer Notice Date (i) stating that it desires to purchase all of the Transfer Percentage, and (ii) setting forth a date of closing, which date shall not be earlier than 5 days and not later than 10 days following the date on which the Exercise Notice is given. At the closing, the Non-Transferring Member shall purchase the Transfer Percentage by wire transfer of immediately available funds to an account designated by the Transferring Member. (d) In the event that the Non-Transferring Member does not exercise its right of first refusal under this Section 3.02, then the Transferring Member may Transfer all of the Transfer Percentage to the Proposed Transferee on the terms and conditions set forth in this Section 7.6the Transfer Notice. The Owner Participant shall give Any proposed Transfer on terms and conditions different to the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner ParticipantProposed Transferee, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided than those described in the preceding sentenceTransfer Notice, it will within 60 days of such notice (the "Agreement Period") execute a contract or any proposed Transfer on the same terms and conditions as to a transferee other than the offer giving rise to such right. If the Facility Lessee does not give such notice Proposed Transferee, shall again be subject to the Owner Participant within rights of first refusal, and shall require compliance by a Transferring Member with the 45 day period or execute such a contract within 60 days procedures, described in this Section 3.02. (e) A Proposed Transferee who receives its Membership Interest following compliance of such notice, the Owner Participant will Transferring Member with this Section 3.02 shall be free to proceed under the terms and conditions set forth in its notice admitted to the Facility Lessee, unless the failure Company as a substituted member (“Substituted Member”) upon agreement by such Substituted Member to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that be bound by the terms of the sale are less favorable this Agreement in form and substance acceptable to the Owner Participant (it being understood and agreed that any reduction Managing Member. A Member shall cease to be a Member when the Member has Transferred all such Member’s interests in the price Company to one or more transferees and all such transferees are or become admitted as Substituted Members. (f) A Substituted Member, or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and Non-Transferring Member who exercised its right of first refusal provisions of in accordance with this Section prior to entering into such revised agreement; provided that3.02, for such revised offer, the Notice Period shall be 10 Business Days from entitled to share in such distributions to which the date Member whose Percentage Interest has been Transferred was entitled. (g) Any purported Transfer of such new noticeany Membership Interest not in compliance with this Section 3.02 shall be null and void, regardless of any notice provided to the Company, and the Agreement Period shall not exceed 45 days from the date create any obligation or liability of the Facility Lessee's notice accepting such new termsCompany to the purported transferee. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell Any person purportedly acquiring any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under Company without compliance with this Section 7.6 only if3.02 shall not be entitled to admission to the Company as, concurrently therewithand shall not be, it exercises its purchase rights under a Substitute Member. Any expenses (including reasonable legal fees) incurred by the Company relating to a purported Transfer not in compliance with this Section 7.6 3.02 shall be paid, on demand, by the Member who made or attempted to make such purported Transfer. Distributions to that Member may be reduced by the amount of each any such Other RockGen Facility Leaseexpenses not paid, together with interest at a per annum rate equal to the Prime Rate (as published in the Wall Street Journal) plus 5%, accruing from the day following demand.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time The Company agrees that it shall not issue Equity Securities during the three Right of First Refusal Period unless it first offers (3the “Offer”) year period commencing on to issue and sell such Equity Securities (“Offered Securities”) to the termination or expiration of Purchaser in accordance with this Section 4, provided, however, that the Facility Lease (except in the event that a Lease Event of Default Company shall have existed no obligation to make such offer: (a) if the Purchaser is in breach or default in any of its purchase obligations under this Agreement at the date the Company offers such time Equity Securities to a third party; or (b) in connection with the issuance of Equity Securities in an Exempt Offering or an Excluded Offering. Each Offer shall: (a) be in writing; (b) shall remain open for 20 days from the date of transmittal; (c) shall state its exact termination or expiration), any such sale or other transfer date; (d) shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of state the price and all of the terms, material terms and conditions of the proposed issuance and provisions contained in such offerssale of the Offered Securities; and (e) shall make reference to this Section 4. The Facility Lessee Purchaser may accept the Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall thereafter have set forth the right within number of Offered Securities the Purchaser agrees to purchase. If there is more than one type of Offered Security in the Offer, the Purchaser must purchase all such types of Offered Securities (e.g., if the Offer is of units consisting of Common Stock and warrants, the Purchaser must agree to purchase units, not just Common Stock or warrants). If the Purchaser does not accept the Offer, the Company shall be free for a period of 45 90 days after the termination of the Offer Period to issue and sell the Offered Securities (or portion not purchased by the Purchaser) at the same or higher price and upon the other material terms and conditions specified in such Offer. If during the Right of First Refusal Period the Company proposes to issue Equity Securities for cash in a public offering registered with the SEC under the Securities Act or with the securities regulatory authority of another jurisdiction (the “Subject Public Offering”), the Company shall first offer (the “PO Offer”) to issue and sell up to 50% of such Equity Securities (the “PO Securities”) to the Purchaser. Each such PO Offer shall: (a) be in writing; (b) remain open for 20 days from the date of transmittal; (c) state its exact termination date; (d) state the anticipated price of the Equity Securities in the public offering; and after (e) make reference to this Section 4.5. The Purchaser may accept the receipt PO Offer only by them delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of PO Securities the Purchaser agrees to purchase, which may not exceed 50% of the total number of PO Securities to be offered in the public offering. Notwithstanding the foregoing, the Company shall have no obligation to offer the PO Securities to the Purchaser if on the date the Company enters into a letter of intent with an underwriter relating to the public offering, or on the date the Board of Directors of the Company authorizes the officers of the Company to proceed with or prepare for a public offering, the Purchaser is in breach of any of its purchase obligations under this Agreement. If during the Right of First Refusal Period the Company subsequently issues and sells Equity Securities for cash the Subject Public Offering at a price per Equity Security lower than the price at which the Purchaser purchased such Equity Securities, the Company shall issue to Purchaser a number of Equity Securities equal to: (i) the number of Equity Securities which the Company would have issued to the Purchaser in connection with such PO Offer the per-Equity Security price been the public offering price in the Subject Public Offering, less (ii) the number of Equity Securities actually issued to the Purchaser in connection with the PO Offer. If during the Right of First Refusal Period the Company issues Equity Securities for cash to a Person (the “Strategic Investor”) who in connection with such issuance has entered or will enter into a joint venture, partnership, licensing, distribution or similar strategic agreement with the Company, the Company shall offer (the “SP Offer”) to issue and sell an equal amount of such notice Equity Securities (the "Notice Period"“SP Securities”) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract Purchaser on the same terms and conditions as the offer giving rise Company issued and sold such Equity Securities to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under Strategic Investor (excluding the terms and conditions set forth in its notice relating to the Facility Lesseejoint venture, unless the failure to execute the contract within 60 days is attributable to acts partnership, licensing, distribution or omissions of the Owner Participantsimilar strategic agreement). In the event that Each such terms are revised SP Offer shall: (a) be in any way that changes the agreement writing; (b) remain open for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 20 days from the date of transmittal; (c) state its exact termination date; (d) state the Facility Lessee's price and all of the material terms and conditions of the proposed issuance and sale of the SP Securities; and (e) make reference to this Section 4.6. The Purchaser may accept the SP Offer only by delivery of written notice accepting such new termsof acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of PO Securities the Purchaser agrees to purchase. Notwithstanding the foregoing, ifthe Company shall have no obligation to offer the SP Securities to the Purchaser if on the date the Company issues the Equity Securities to the Strategic Investor, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one Purchaser is in breach of any of its Affiliates offers purchase obligations under this Agreement. In connection with any issuance of Equity Securities to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights Purchaser under this Section 7.6 only 4, Purchaser must be willing to make the representations and agreements under Section 3 of this Agreement and such representations must be true and correct. The Company shall not be obligated to register the issuance and sale of any Equity Securities to Purchaser under this Section 4 under the Securities Act or a similar of any other jurisdiction, and the Company shall not be obligated to issue such Equity Securities if, concurrently therewithdespite the good faith efforts of the Company, it exercises its there is no exemption from such registration available for such issuance. The closing of the purchase rights and sale of the Offered Securities, PO Securities or SP Securities under this Section 7.6 4 shall take place at the principal offices of each such Other RockGen Facility Leasethe Company on a business day selected by the Company. At the Closing, the Purchaser shall pay for the Offered Securities, PO Securities or SP Securities by certified or cashier’s check or by wire transfer of immediately available funds.

Right of First Refusal. In Prior to any Disposition by the event Investor pursuant to Section 5(b), the Owner Participant desires Company shall have the right, exercisable in accordance with this Section 6, to sellpurchase all, leasebut not less than all, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination Convertible Preferred Securities or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall Conversion Shares intended to be subject to such Disposition by the Facility Lessee's right Investor. (a) The Investor shall give notice (a "Transfer Notice") to the Company of first refusal on such intended Disposition, specifying the Convertible Preferred Securities or Conversion Shares, as the case may be (the "Offered Securities"), to be subject to a Disposition and the intended method of Disposition. The Transfer Notice shall specify the cash price (the "First Offer Price") at or above which the Investor intends to effect such Disposition and, in the case of a privately negotiated Disposition, the terms of the bona fide third party offer (a "Third Party Offer") to purchase such Offered Securities theretofore received by the Investor and then remaining open (including the identity and address of the offeror and the price offered). (b) If the Company wishes to purchase the Offered Securities specified in the Transfer Notice, then within thirty days following receipt of the Transfer Notice, the Company shall deliver a written notice (an "Acceptance Notice") to the Investor indicating that the Company wishes to purchase such Offered Securities, a date for the closing of such purchase, which shall not be more than ten business days after delivery of such Acceptance Notice (subject to extension as provided in Section 6(f) hereof), and a place for the closing of such purchase. Upon delivery of an Acceptance Notice, a binding agreement shall be deemed to exist providing for the purchase by the Company of the Offered Securities to which such Acceptance Notice relates, upon the terms and subject to the conditions set forth in this Section 7.6. 6 and the Company shall use its reasonable best efforts to secure all approvals required in connection therewith. (c) The Owner Participant shall give cash purchase price to be paid by the Facility Lessee prompt written notice of all bona fide offers that have been received from Company hereunder for any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice Offered Securities (the "Notice PeriodDesignated Price") shall be determined as set forth below. (i) With respect to notify the Owner Participant any Offered Securities for which a First Offer Price or a Third Party Offer consisting solely of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided cash and/or readily marketable securities is disclosed in the preceding sentenceapplicable Transfer Notice, it will within 60 days the Designated Price per share of such notice Offered Securities shall equal the per share price specified in such First Offer Price or Third Party Offer; provided, however, that, in the event the Market Price (the "Agreement Period"as defined in Section 6(c)(iii)) execute a contract per share on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice last business day prior to the Owner Participant within date the 45 Acceptance Notice is delivered is more than 10% greater than or is less than 10% lower than the per share price specified by such First Offer Price or Third Party Offer, then the price per share shall equal the Market Price per share on the last business day period or execute prior to the date the Acceptance Notice is delivered. The value of any readily marketable securities identified in such a contract within 60 days Third Party Offer shall equal the average Market Price per share of such notice, securities during the Owner Participant will be free to proceed under ten consecutive trading days immediately preceding the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions Company's receipt of the Owner ParticipantTransfer Notice. In the event that case of any securities not theretofore traded, such terms are revised in any way that changes securities must be issued or proposed to be issued by an entity which has been subject to the agreement for sale, lease, conveyance or transfer such that the terms reporting requirements of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, Exchange Act for such revised offer, the Notice Period shall be 10 Business Days from the date of such new noticeat least one year, and the Agreement Period value of such securities shall not exceed 45 days from the date be determined by two nationally recognized investment banking firms, one firm to be selected by each of the Facility LesseeInvestor and the Company, or in the event such firms are unable to agree, by a third nationally recognized investment banking firm selected by such firms. The Investor and the Company shall use their reasonable best efforts to cause any such determination of value to be made within five business days following the Company's notice accepting such new termsreceipt of the applicable Transfer Notice. Notwithstanding the foregoing, if, concurrently In connection with the Owner Participant's offer to sell its Member Interest any determination of value pursuant to this Section 7.66(c)(i), each party will bear the fees and expenses of the investment banking firm selected by it or one and the parties will bear equally the fees and expenses of its Affiliates offers any third investment banking firm. (ii) With respect to sell any interest Offered Securities for which a Third Party Offer consisting of other than solely cash and/or readily marketable securities is disclosed in an owner lessor who has entered into any Other RockGen Facility Leasethe applicable Transfer Notice, then the Facility Lessee Designated Price per share of such Offered Securities (which shall exercise its purchase rights under this Section 7.6 only ifrefer, concurrently therewithin the case of shares of Convertible Preferred Securities that are Offered Securities, it exercises its purchase rights under Section 7.6 to the applicable number of each Conversion Shares issuable upon conversion of such Other RockGen Facility LeaseConvertible Preferred Securities) shall equal the average Market Price per share during the twenty consecutive trading days immediately preceding the Company's receipt of the Transfer Notice.

Right of First Refusal. In (a) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Offered Securities unless in each case the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor Corporation shall have first offered to sell all or substantially to the Preferred Shares Investors all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal Offered Securities on the terms and conditions set forth in this Section 7.6herein. Each Preferred Shares Investor shall be entitled to purchase up to its pro rata share of the Offered Securities based upon its relative Equity Percentage (the "Equity Percentage"). (b) The Owner Participant Corporation shall give the Facility Lessee prompt deliver to each Preferred Shares Investor written notice of all bona fide offers that have been received from any other Person the offer to purchase or acquire its interest of sell the Owner Lessor's Interest or the Member Interest of the Owner ParticipantOffered Securities, and which offers it wishes to accept, together with a full and complete statement of specifying the price and all terms and conditions of the terms, conditions and provisions contained in such offersoffer (the "Offer"). The Facility Lessee Offer by its terms shall thereafter have the right within remain open and irrevocable for a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 30 days from the date of its delivery to such Preferred Shares Investor (the Facility Lessee's "30-Day Period"), subject to extension to include the Excess Securities Period (as such term is hereinafter defined). (c) Each Preferred Shares Investor shall evidence its intention to accept the Offer by delivering a written notice accepting such new termssigned by the Preferred Shares Investor setting forth the number of shares that the Preferred Shares Investor elects to purchase (the "Notice of Acceptance"). Notwithstanding The Notice of Acceptance must be delivered to the foregoingCorporation prior to the end of the 30-Day Period. (d) If any Preferred Shares Investor fails to exercise its right hereunder to purchase its Equity Percentage of the Offered Securities, if, concurrently the Corporation shall so notify the other Preferred Shares Investors in a written notice (the "Excess Securities Notice"). The Excess Securities Notice shall be given once by the Corporation with respect to all Preferred Shares Investors promptly after it learns of the Owner Participant's offer intention of one or more Preferred Shares Investors not to sell its Member Interest pursuant to this Section 7.6, it or one purchase all of its Affiliates offers or their Equity Percentage of the Offered Securities, but in no event later than ten (10) days after the expiration of the 30-Day Period. The Preferred Shares Investors who or which have agreed to sell any interest purchase their Equity Percentage of the Offered Securities shall have the right to purchase the portion not purchased by such other Preferred Shares Investors (the "Excess Securities"), in an owner lessor who has entered into any Other RockGen Facility Lease, then amounts based on the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 relative stock ownership in the Corporation of each such Other RockGen Facility Leasepurchasing Preferred Shares Investor, by giving written notice within ten (10) days after receipt of the Excess Securities Notice from the Corporation. The twenty (20) day period during which (i) the Corporation must give the Excess Securities Notice to the other Preferred Shares Investors, and (ii) each of the other Preferred Shares Investors must give the Corporation notice of its intention to purchase all or any portion of its pro rata share of the Excess Securities, is hereinafter referred to as the "Excess Securities Period."

Right of First Refusal. In (a) If the event the Owner Participant Government desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all any of the Owner Lessor's Interest at any time during the three (3) year period commencing Equity Shares held by it on the termination date of this Agreement or expiration any other Equity Shares acquired pursuant to this Agreement, and subject to Clause 5.1(a) if the Strategic Partner desires to sell all or any of the Facility Lease Transaction Shares or any other Equity Shares acquired pursuant to this Agreement, Government or the Strategic Partner, as the case may be (except the "Offeror") shall first offer (the "Offer") to sell such Equity Shares to the other Shareholder (the "Other Shareholder"). The Offeror shall send a notice of the offer (the "Sale Notice") to the Other Shareholder irrevocably offering to sell the Offer Shares, for cash, to the Other Shareholder. (b) The Sale Notice shall clearly stipulate among other things, the number of Equity Shares of the Company that the Offeror desires to sell (the "Offer Shares"), the price at which it wishes to sell the Offer Shares (the "Offer Price"), and details of any willing third party buyer. (c) Upon the Sale Notice being given, the Other Shareholder shall have the right exercisable at its sole discretion, to purchase all, but not less than all, of the Offer Shares. The Offer Shares could be purchased by the Other Shareholder either directly and/or through its Affiliates (in case the Strategic Partner is the Other Shareholder) or nominees (in case the Government is the Other Shareholder). (d) Within 15 Business Days of the Sale Notice (the "Offer Period"), the Other Shareholder may give to the Offeror a notice in writing (an "Acceptance Notice") accepting the offer contained in the event that a Lease Event Sale Notice. If the Other Shareholder gives the Acceptance Notice, the transaction of Default purchase and sale of the Offer Shares shall have existed at such time be completed within 45 (forty five) Business Days of termination or expirationthe expiry of the Offer Period. (e) If the Other Shareholder does not give Acceptance Notice in accordance with the provisions of Clause 5.3(d), any such sale or other transfer shall be the rights of the Other Shareholder, subject to the Facility Lessee's right of first refusal on the terms and conditions set forth provided in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person Clause 5.3 to purchase the Offer Shares shall cease and the Offeror may sell the Offer Shares to any Person or acquire its interest Persons within 90 (ninety) Business Days after the expiry of the Owner Lessor's Interest or the Member Interest of the Owner ParticipantOffer Period, and which offers it wishes to accept, together with for a full and complete statement of the price and all of on terms no more favourable to such Persons than those set out in the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalSale Notice. If the Facility Lessee elects Offer Shares are not sold within such 90 Business Days period on such terms, the rights of the Other Shareholder pursuant to exercise this Clause 5.3 shall again take effect with respect to any sale of Equity Shares held by the right provided Offeror, and so on from time to time. For the avoidance of doubt, if the Offeror proposes to sell the Offer Shares at a price lower than the Offer Price stipulated in the preceding sentenceSale Notice, it will within 60 days of the Offeror shall be bound to offer the Offer Shares at such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice lower price to the Owner Participant within Other Shareholder in accordance with Clause 5.3(a) and such lower price shall then be deemed to be the 45 day period or execute such a contract within 60 days 'Offer Price' for the purposes of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. this Clause 5.3. (f) In the event that such terms are revised the Offeror is Government and the Other Shareholder being the Strategic Partner does not give the Acceptance Notice in any way that changes accordance with the agreement for saleprovisions of Clause 5.3(d), leaseGovernment may decide, conveyance or transfer such that in exercise of rights of an Offeror provided in Clause 5.3(e), to offer the terms of the sale are less favorable Offer Shares to the Owner Participant (it being understood public and agreed that any reduction in Government shall promptly inform the price or a change in Strategic Partner of such decision to offer the terms of payment thereof in a manner beneficial Offer Shares to the potential purchaser shall be deemed to be less favorable to public. (g) For the Owner Participantpurposes of Clause 5.3(f), the Owner Participant Shareholders agree to cause the conversion of the Company from a private company to a public company and the Strategic Partner and Government further agree to cause such resolutions to be passed at the shareholders meeting and Board meeting of the Company as may be required for the listing of the Equity Shares at the stock exchange(s) under applicable Law. The Strategic Partner and Government shall again cause the Company to comply with all applicable Laws in relation to the notice offer to the public and right listing of first refusal provisions the Equity Shares including the guidelines of this Section prior to entering into such revised the Securities and Exchange Board of India and the listing agreement; provided that, for such revised offer. Further, the Notice Period Strategic Partner and the Government shall cause the Company to prepare and/or assist in the preparation of all reports and documents which may be required in relation to the offer to the pubic and shall cause the Company to execute such documents and agreements as may be required to facilitate the offer to the public and listing thereof. (h) Except when a sale of Offer Shares is made pursuant to Clause 5.3(f), the Other Shareholder shall be 10 Business Days from entitled to require proof that the date of such new notice, purchase and the Agreement Period shall not exceed 45 days from the date sale of the Facility Lessee's notice accepting such new terms. Notwithstanding Offer Shares was completed at a price and on terms no more favourable than those that would have been applicable had the foregoingOther Shareholder agreed to purchase the Offer Shares. (i) All Sale Notices, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it Acceptance Notices or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights other notices given under this Section 7.6 only if, Clause 5.3 shall be given concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseto the Company.

Right of First Refusal. In the event the Owner Participant (a) Except with respect to permitted transfers described in Section 9.3, if a Partner desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all any portion of such Partner’s Partnership Interest (the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration“Offered Interest”), any the selling Partner shall obtain from the purchaser a bona fide written offer (the “Offer”) to purchase such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on interest, stating the terms and conditions set forth upon which the purchase is to be made and the consideration offered therefor which must be payable in this Section 7.6money. The Owner Participant selling Partner shall give written notification to the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase remaining Partners, by certified mail with return receipt requested or acquire its interest personal delivery, of the Owner Lessor's selling Partner’s intention to transfer the Offered Interest, furnishing to the remaining Partners a copy of the Offer. (b) The remaining Partners, and each of them, on a basis pro rata to their Percentage Interest or on a basis pro rata to the Member Percentage Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its those remaining Partners exercising their right of first refusal. If , may elect to purchase all (but not less than all) of the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on Offered Interest upon the same terms and conditions as stated in the offer Offer by giving rise written notification to such rightthe selling Partner, by certified mail with return receipt requested or personal delivery, of their intention to do so within forty-five (45) days after receiving written notice from the selling Partner (the “Option Period”). If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions none of the Owner Participant. In remaining Partners notifies the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms selling Partner of the sale are less favorable election to exercise the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offerwithin said Option Period, the Notice Period right of first refusal will terminate and the selling Partner may thereafter consummate the sale of the Offered Interest, but only to the purchaser identified in the Offer and on the terms contained in the Offer, and provided that the sale must be consummated within sixty (60) days following the expiration of the Option Period. (c) If any one or more of the remaining Partners gives written notice to the selling Partner of their desire to exercise their right of first refusal and to purchase the Offered Interest upon the same terms and conditions as are stated in the Offer, the remaining Partners shall be 10 Business Days from have the right to designate the time, date and place of closing, provided that the date of such new notice, and closing shall be within sixty (60) days after the Agreement Period shall not exceed 45 days from the date expiration of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseOption Period.

Right of First Refusal. In The Company and Pacific Century Securities LLC (“PCS”) agree that for a period of nine (9) months from the event Closing Date, whether or not the Owner Participant desires engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company grants PCS the right of first refusal (provided the Offering is completed) to sellprovide investment banking services to the Company on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents (such right, leasethe “Right of First Refusal”), convey which right is exercisable in PCS ’s sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all initial purchaser in connection with any private offering of securities of the Owner Lessor's Interest at Company. PCS shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) business days following notice in writing by the Company. Any decision by PCS to act in any time during the three (3) year period commencing on the termination or expiration such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer underwriters and shall be subject to general market conditions, provided the Facility Lessee's terms for such financing or transaction are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents. If PCS declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under commercially reasonable standard, the Company shall have the right of first refusal to retain any other person or persons to provide such services on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise are not more favorable to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period other person or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under persons than the terms presented to and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participantdeclined by PCS. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participantcompliance with FINRA Rule 5110(g)(5)(B), the Owner Participant Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall again comply with the notice and right of first refusal provisions mean a material breach by PCS of this Section prior Agreement or a material failure by PCS to entering into such revised agreement; provide the services as contemplated by this Agreement. The services provided that, by PCS are solely for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date benefit of the Facility Lessee's notice accepting such new terms. Notwithstanding Company and are not intended to confer any rights upon any persons or entities not a party hereto (including without limitation, securityholders, employees or creditors of the foregoingCompany) as against PCS or its directors, ifofficers, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseagents and employees.

Right of First Refusal. In the event the Owner Participant that either Joint Venturer desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially any part of his interest in the Assets (the "Transferred Interest"), except to persons acting on his behalf as agents (or as required by operation of law or other involuntary transfer to do so), such Joint Venturer shall first offer the Transferred Interest to Manager in accordance with the following provisions: a. Such Joint Venturer shall deliver a written notice (the "Notice") to Manager, stating i. Joint Venturer's bona fide intention to transfer the Transferred Interest; ii. the purchase price and terms of payment for which such Joint Venturer proposes to transfer the Transferred Interest; and iii. the name and address of the proposed transferee; b. Within sixty (60) days after receipt of the Notice, Manager shall have the right, but not the obligation, to elect to purchase the Transferred Interest upon the price and terms of payment designated in the Notice, by delivering written notice to such Joint Venturer of such election (the "Election Notice"). If the Notice provides for the payment of non-cash consideration, Manager may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered; c. If Manager elects to purchase or obtain the Transferred Interest designated in the Notice, then the closing of such purchase shall occur on a date mutually agreeable or (if the parties cannot agree) on a date within sixty (60) days after delivery of the Election Notice, and each of the selling Joint Venturers and Manager shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase and sale; and d. If Manager elects not to purchase or acquire the Transferred Interest, then such selling Joint Venturer may transfer the Transferred Interest to the transferee proposed in the Notice, provided that such transfer: i. is completed within sixty (60) days after the expiration of Manager's right to elect to purchase the Transferred Interest, ii. is made on terms no less favorable to such Joint Venturer than as designated in the Notice, and iii. complies with all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in of this Section 7.6. The Owner Participant shall give Agreement, the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of Application Software Purchase Agreement and the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalNote. If the Facility Lessee elects to exercise the right provided Transferred Interest is not so transferred, such Joint Venturer must give notice in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply accordance with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date any other or subsequent transfer of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseTransferred Interest.

Right of First Refusal. In the event the Owner Participant desires to sellevent, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during after the three ---------------------- date of this Agreement, any Purchaser or its transferee desires to sell or transfer in any manner any shares of Series B Preferred Stock purchased hereunder (3) year period commencing on the termination or expiration any shares of the Facility Lease Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a person or entity which is not a Restricted Party, it shall first offer such shares for sale to the Company at substantially the same price, and upon substantially the same terms (except in the event or terms as similar as reasonably possible) upon which it is proposing or is to dispose of such shares; provided that a Lease Event Purchaser may transfer all or part of Default shall its shares of Series B Preferred Stock (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have existed at been converted) to a Permitted Fund Transferee or Transferees without first making such time of termination or expiration), any such sale or other transfer shall be subject offer to the Facility Lessee's Company. Said right of first refusal on shall be provided to the Company for a period of fifteen (15) days following receipt by the Company of written notice (the "Proposed Transfer Notice") by the Purchaser of the terms and conditions of said proposed sale or transfer and the name, address and phone number of each proposed buyer or transferee. The Company may exercise such right of first refusal as to all, or some portion which is less than all, of the shares proposed to be transferred by notifying the Purchaser in writing within such fifteen day period, and paying such Purchaser within thirty (30) days following receipt by the Company of the Proposed Transfer Notice the relevant consideration therefor. If the Company and its assigns do not complete the purchase of shares of Series B Preferred Stock (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) identified in the Proposed Transfer Notice within thirty (30) days following receipt by the Company of the Proposed Transfer Notice, the Purchaser may sell or transfer such shares in accordance with the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person Proposed Transfer Notice to purchase the person or acquire its interest of entity identified in the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalProposed Transfer Notice. If the Facility Lessee elects Purchaser desires to exercise the right provided sell or transfer in the preceding sentence, it will within 60 days of any manner such notice shares either (the "Agreement Period"i) execute a contract on the same upon terms and conditions as which are different than those specified in the offer giving rise Proposed Transfer Notice or to such right. If a person or entity other than the Facility Lessee does not give such notice to person or entity identified in the Owner Participant within Proposed Transfer Notice or (ii) more than sixty (60) days after the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions Company's receipt of the Owner Participant. In Proposed Transfer Notice, then the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser Purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section 4.2(b) again prior to entering into effecting any such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it sale or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasetransfer.

Right of First Refusal. In the event that, in connection with a Sale of HealthSpring, CMS, DFS, the Owner Participant desires Agency, DHHS or any other governmental or other regulatory authority of competent jurisdiction shall require that a Sale of PLAN be effectuated, such Sale of PLAN (a “Required Divestiture”) shall not require PROVIDER’s consent, so long as PLAN complies with the following provisions: (i) if HealthSpring or its applicable Affiliate (the “Transferor”) receives a bona fide offer (the “Transfer Offer”) to selleffectuate the Required Divestiture, leasethen PLAN shall deliver a Notice to PROVIDER setting forth and certifying as to the material terms of the Transfer Offer (together with copies of all applicable correspondence and other documents relating thereto) (a “Required Divestiture Notice”), convey including the purchase price with respect to such Transfer Offer (the “Required Divestiture Purchase Price”). The Required Divestiture Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN to PROVIDER or otherwise transfer to any of its Member Interest Affiliates designated thereby (any or cause the Owner Lessor to sell all or substantially all of them, collectively, the Owner Lessor's Interest at any time during the three (3“Purchaser”) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject pursuant to the Facility Lessee's right terms of first refusal on the terms and conditions set forth in this Section 7.67.2(b). The Owner Participant Within thirty (30) days after the giving of a Required Divestiture Notice, the PROVIDER shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of PLAN a Notice (a “Response Notice”) setting forth whether the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent PROVIDER has elected to exercise its right of first refusal. If The PROVIDER’s failure to timely deliver the Facility Lessee elects Response Notice shall be deemed to constitute the PROVIDER’s irrevocable election not to exercise its right of first refusal solely with respect to such Transfer Offer. (ii) In the event the PROVIDER shall elect to exercise the right provided in of first refusal, the preceding sentenceResponse Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN and the Purchaser and the Transferor shall as promptly as practicable effectuate a Sale of PLAN to the Purchaser for the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer. The Purchaser and the Transferor will execute and deliver to each other all agreements, it will within 60 days documents and instruments and take all actions reasonably necessary to effectuate such Sale of such notice PLAN for the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer. (the "Agreement Period"iii) execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee PROVIDER does not give such notice elect (or is deemed not to have elected) to exercise the Owner Participant within right of first refusal, (a) the 45 day period Transferor shall in no event, directly or execute such a indirectly, contract within 60 days of such noticewith respect to, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes consummate, a Required Divestiture to a third party other than to the agreement for sale, lease, conveyance or transfer such that the terms offeror of the sale are less favorable Transfer Offer for a purchase price equal to the Owner Participant Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer, and (it being understood and agreed that any reduction in b) if the price or a change in Transferor has not consummated the terms of payment thereof in a manner beneficial Required Divestiture to the potential purchaser shall be deemed to be less favorable offeror of the Transfer Offer for a purchase price equal to the Owner Participant), Required Divestiture Purchase Price and upon other terms substantially similar to those of the Owner Participant shall again comply with Transfer Offer by the notice and expiration of the one hundred eighty (180) day period immediately following the date that is the earlier of (A) the delivery of a Response Notice electing not to exercise the right of first refusal or (B) the expiration of the period for timely delivery of the Response Notice, then any subsequent proposed Required Divestiture shall again be subject to the applicable provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease7.2(b).

Right of First Refusal. In The Optionee may sell Option Shares to a third party in a bona fide transaction for fair value payable in cash or the event equivalent currently or in future installments, provided that the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject Optionee extends to the Facility Lessee's Company a right of first refusal with respect to such sale in accordance with the following provisions. The Optionee shall first give written notice of such proposed sale to the Company, identifying the proposed purchaser, the number of Option Shares to be sold, and the purchase price and terms of the proposed sale. The Company shall have the right, exercisable by written notice to the Optionee within thirty (30) days after receipt of the Optionee’s notice, to purchase all, but not less than all, of the Option Shares referred to in the Optionee’s notice, at the price and on the terms and conditions set forth in this Section 7.6said notice. The Owner Participant Company shall give designate in such notice a date, time and place for the Facility Lessee prompt closing of the repurchase (the “Closing”), which shall be not more than sixty (60) days after the date of the Company’s notice, unless otherwise agreed by the parties. The Company may assign its rights hereunder with respect to a particular transfer by written notice of all bona fide offers that have been received from any other Person to purchase the selling Optionee at or acquire its interest prior to the Closing. The Closing shall take place at the offices of the Owner Lessor's Interest Company or of its counsel, unless otherwise agreed by the Member Interest of parties. At the Owner ParticipantClosing, and which offers it wishes to acceptthe Company or its assignee (the “Purchaser”) shall purchase from the selling Optionee (the “Seller”) the Option Shares referenced in the Optionee’s notice, together with a full and complete statement of at the price and all on the terms set forth therein, and the Seller shall sell such Option Shares to the Purchaser by delivery of the termscertificate or certificates representing such Option Shares, conditions duly endorsed for transfer, free and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period clear of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalany liens, pledges or encumbrances. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee Company does not give such exercise its purchase right within thirty (30) days after the Optionee’s notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such noticeCompany, the Owner Participant will be free Stockholder may complete the sale of Option Shares to proceed under the proposed purchaser at the price and on the terms and conditions set forth specified in its the Optionee’s notice to the Facility LesseeCompany at any time within sixty (60) days after the expiration of said thirty (30)-day period. No sale may be made to a different purchaser, unless at a different price, on different terms or after the failure to execute the contract within 60 days is attributable to acts or omissions expiration of the Owner Participantsaid sixty (60)-day period without renewed compliance with this Section 10(b)(ii). In the event that such terms are revised Any Option Shares purchased in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply accordance with the notice and right of first refusal provisions of this Section prior 10(b)(ii) shall thereafter remain subject to entering into such revised agreement; provided thatthe prohibitions of Section 10(c), for such revised offer, the Notice Period but shall no longer be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date subject to any of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to other terms of this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In (a) The Shares acquired pursuant to the event exercise of this Option may be sold by the Owner Participant desires Optionee only in compliance with the provisions of this Section 7, and subject in all cases to sellcompliance with the provisions of Section 6(b) hereof. Prior to any intended sale, lease, convey Optionee shall first give written notice (the "Offer Notice") to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer its Member Interest or cause such Shares, (ii) the Owner Lessor name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the "Offered Shares"), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or substantially all any portion of the Owner Lessor's Interest Offered Shares at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal price and on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt Offer Notice by delivery of written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodAcceptance Notice") to notify the Owner Participant Optionee specifying the number of Offered Shares that the Company or its intent nominees elect to exercise purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its right nominee(s) shall deliver to the Optionee payment of first refusalthe amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract Payment shall be made on the same terms and conditions as set forth in the offer giving rise to such rightOffer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Facility Lessee does Company and/or its nominee(s) do not give such notice elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the Owner Participant within purchaser(s) named in the 45 day period Offer Notice at the price specified in the Offer Notice or execute such at a contract within 60 days of such notice, the Owner Participant will be free to proceed under higher price and on the terms and conditions set forth in its notice to the Facility LesseeOffer Notice; provided, unless the failure to execute the contract however, that such sale or other transfer must be consummated within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting Offer Notice and any proposed sale after such new terms. Notwithstanding the foregoing, if, concurrently 60-day period may be made only by again complying with the Owner Participant's offer procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to sell its Member Interest a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7.67, it or one shall hold the Shares subject to the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The provisions of this Section 7 shall not apply to a sale of the Shares to the Company pursuant to Section 8 below. (f) The rights provided the Company and its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights nominee(s) under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights 7 shall terminate upon the closing of the initial public offering of shares of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under Section 7.6 of each such Other RockGen Facility Leasethe Securities Act.

Right of First Refusal. In If the event Company should propose (the Owner Participant desires "Proposal") to sellissue Common Stock or securities convertible into Common Stock at a price less than the Current Market Price (as defined in Certificate of Designation), leaseor debt at less than par value or having an effective annual interest rate in excess of 9.9% (each a "Right of First Refusal Security" and collectively, convey the "Right of First Refusal Securities"), in each case on the date of issuance during the period ending two years after the Closing Date (the "Right of First Refusal Period"), the Company shall be obligated to offer the Buyer on the terms set forth in the Proposal (the "Offer") and the Buyer shall have the right, but not the obligation, to accept such Offer on such terms. If during the Right of First Refusal Period, the Company provides written notice to the Buyer that it proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, then the Buyer shall have 10 business days to accept or otherwise transfer its Member Interest reject such offer in writing. If the Company fails to: (i) issue a Proposal during the Right of First Refusal Period, (ii) offer the Buyer the opportunity to complete the transaction as set forth in the Proposal, or cause (iii) enter into an agreement with the Owner Lessor Buyer, at such terms after the Buyer has accepted the Offer, then the Company shall pay to sell all or substantially all the Buyer, as liquidated damages, an amount in total equal to 10% of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject amount paid to the Facility Lessee's Company for the Right of First Refusal Securities. The foregoing right of first refusal on is and shall be senior in right to any other right of first refusal issued by the terms and conditions Company to any other Person (as defined in the Certificate of Designation). Notwithstanding the foregoing, the Buyer shall have no rights under this Section IV. G. in respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, warrants or other rights to purchase securities of the Company outstanding as of the date hereof or (ii) to officers, directors or employees of the Company or any of its subsidiaries. Buyer hereby acknowledges that other holders of the Series E Preferred Stock may also have the right of first refusal set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner ParticipantI.V., and which offers Buyer hereby agrees that it wishes shall only be entitled to accept, together accept an Offer with a full and complete statement respect to its pro rata share of the price and all Right of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice First Refusal Securities (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract based on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice number of Series E Preferred Shares held by Buyer relative to the Owner Participant within the 45 day period or execute number of Series E Preferred Shares held by all other holders of Series E Preferred Stock with such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseOffer).

Right of First Refusal. In the event the Owner Participant desires to sell(a) If, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during after the three date hereof until the fifth anniversary hereof, the Company proposes to issue (3an "Offer") year period commencing on the termination shares of Common Stock or expiration other equity securities of the Facility Lease Company, other than (except in i) pursuant to a proposed underwritten public offering of Common Stock by the event that Company or (ii) on terms no less favorable to the Company than could be obtained from a Lease Event non-affiliated third party, the Company shall, not less than 45 days prior to the anticipated closing of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall transfer, give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodSale Notice") to notify the Owner Participant holders of its intent to exercise its right the Series B Preferred Stock and the holders of first refusal. If the Facility Lessee elects to exercise Series A Preferred Stock (together, the right provided in the preceding sentence, it will within 60 days "Option Holders") of such notice proposed sale or transfer. The Sale Notice shall (i) specify the "Agreement Period"proposed purchaser thereof, the number of shares to be issued, the amount and type of consideration to be received therefor, and the other material terms on which the Company proposes to issue the Common Stock or other equity securities, (ii) execute a contract contain an offer by the Company to sell to the Option Holders all of such shares of Common Stock or other equity securities on the same terms and conditions as the offer giving rise Offer (the "First Refusal Offer"), and (iii) indicate the appraised value of any non-cash consideration proposed to such right. If be paid in the Facility Lessee does not give such notice Offer; provided, that, if any non-cash consideration is to be received by the Company pursuant to the Owner Participant within Offer, the 45 day period or execute such a contract within 60 days Option Holders shall have the right to pay in cash the appraised value of such noticenon-cash consideration. Any appraisal or valuation required pursuant to this Section shall be prepared by a nationally-recognized independent appraiser mutually acceptable to the Company and the Option Holders and shall be submitted in writing and addressed to the Company and the Option Holders. (b) The Option Holders must notify the Company in writing within 15 days following receipt of the Sale Notice if they desire to accept the First Refusal Offer. The Option Holders who desire to accept the First Refusal Offer may purchase all or a portion of the shares of Common Stock or other equity securities of the Company in such proportions as they may mutually agree or, in the absence of such an agreement, in proportion to the number of shares of fully diluted Common Stock owned by each such Option Holder who wishes to participate in the purchase of such shares pursuant to the First Refusal Offer. (c) Unless all the shares of Common Stock or other equity securities of the Company proposed to be issued in the Sale Notice are to be acquired by the Option Holders, the Owner Participant will be free to proceed under Company may transfer all such shares covered by the terms and conditions set forth in its notice Sale Notice or the portion not acquired by the Option Holders, as the case may be, to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised proposed third party transferee in any way that changes the agreement for sale, lease, conveyance or transfer such that accordance with the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction Offer set forth in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreementSale Notice; provided that, for that such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, sale and the Agreement Period shall not exceed 45 issuance must occur no later than 120 days from after the date of the Facility Lessee's notice Sale Notice. If the First Refusal Offers are accepted in a manner such that all or a portion of shares of Common Stock or other equity securities of the Company covered by the Sale Notice are to be purchased by the Option Holders, the Company shall issue all or such portion of such shares of Common Stock or other equity securities, as the case may be, free of all Liens, to the respective purchasers thereof against delivery by the accepting Option Holders of immediately available funds payable to the Company within 20 days after the date such new terms. Notwithstanding offer is accepted; provided, that if the foregoing▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, ifas amended, concurrently with is applicable to the Owner Participant's offer exercise of any First Refusal Offer, such date shall be extended to sell its Member Interest pursuant to this Section 7.6, it the date which is three days after the date the applicable waiting period expires or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseis terminated.

Right of First Refusal. In (a) If after the event expiration of the Owner Participant desires Restricted Period and prior to sellthe consummation of an IPO or Trade Sale, leaseany Shareholder wishes to effect a Transfer (the “Transferring Shareholder”) of all or part of its Shares in the Company, convey other than to a Permitted Transferee, then prior to entering into any transaction, commitment or otherwise transfer arrangement with any potential acquiror of such Shares of the Company (a “Buyer”), the Transferring Shareholder shall deliver to the Specified Investors (excluding the Transferring Shareholder, if applicable) (the “Non-Transferring Shareholders”) a written notice setting forth its Member Interest or cause the Owner Lessor binding and irrevocable offer to sell all or substantially all a portion of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except its Shares in the event that Company (a Lease Event of Default shall have existed at such time of termination or expiration“ROFR Transfer Notice”), any such sale or which shall set forth (i) the number of Shares proposed to be sold (the “ROFR Shares”), (ii) the price per share, in cash, that the Transferring Shareholder would be prepared to accept therefor, and (iii) all other transfer shall be subject to the Facility Lessee's right of first refusal on the material terms and conditions set forth in this Section 7.6of such proposed Transfer. The Owner Participant During the sixty (60) days following the receipt of the ROFR Transfer Notice (such sixty (60)-day period, the “ROFR Acceptance Period”), each Non-Transferring Shareholder shall give have the Facility Lessee prompt right, but not the obligation, to deliver a written notice of all bona fide offers that have been received from any other Person to the Transferring Shareholder, setting forth such Non-Transferring Shareholder’s irrevocable election to purchase or acquire its interest all, but not less than all, of the Owner Lessor's Interest or ROFR Shares offered by the Member Interest of Transferring Shareholder, for the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the same price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as set forth in the offer giving rise ROFR Transfer Notice (a “ROFR Notice of Acceptance”). Following the delivery of the ROFR Notice of Acceptance, the Transferring Shareholder and the Non-Transferring Shareholder shall cooperate in good faith to such right. consummate a definitive transaction in accordance with the ROFR Transfer Notice as soon as reasonably possible; provided that if more than one of the Non-Transferring Shareholders timely provides a ROFR Notice of Acceptance, then each of the Non-Transferring Shareholders shall be entitled to purchase no more than its pro rata share of the ROFR Shares. (b) If any Non-Transferring Shareholder (i) fails to deliver a ROFR Notice of Acceptance within the Facility Lessee does not give such ROFR Acceptance Period (which failure shall be deemed to be a waiver of the right of first refusal set forth in this Section 6.4) or (ii) delivers a written notice to the Owner Participant Transferring Shareholder within the 45 day period or execute ROFR Acceptance Period, but elects not to exercise such a contract within 60 days right of such noticefirst refusal ((or, if the Non-Transferring Shareholder elects to exercise its Tag-Along Right pursuant to Section 6.5 (Tag-Along Right), then, subject to Section 6.5 (Tag-Along Right), the Owner Participant will Transferring Shareholder shall have the right, at any time within ninety (90) days following the earlier of (x) the end of the ROFR Acceptance Period, or (y) receipt of notice from each Non-Transferring Shareholder pursuant to Section 6.4(b)(ii), to Transfer all (but not less than all) of its ROFR Shares to the Buyer, the identity and ultimate beneficial owners of which (or in the case of a private equity fund, the manager and general partner thereof) shall be free notified by the Transferring Shareholder to proceed under the Non-Transferring Shareholder no less than thirty (30) days prior to the proposed closing of the Transfer, at a price equal to or higher than such price, and on terms and conditions that are not more favorable to the Buyer than the terms, set forth in its notice the ROFR Transfer Notice. If such Transfer is not completed within such ninety (90)-day period, then the provisions of this Section 6.4 shall apply again to any prospective Transfer of such ROFR Shares; provided that, such ninety (90)-day period may be extended by up to thirty (30) additional days if despite the Transferring Shareholder using commercially reasonable efforts to consummate the Transfer to the Facility LesseeBuyer, unless any approvals of Governmental Authorities required to consummate the failure Transfer to execute the contract Buyer have been requested but not yet obtained, or required waiting periods under applicable Law have not expired, during such ninety (90)-day period. (c) If any Non-Transferring Shareholder delivers a ROFR Notice of Acceptance within 60 the ROFR Acceptance Period, then the Transferring Shareholder and the Non-Transferring Shareholder or Non-Transferring Shareholders (as applicable) shall use their respective commercially reasonable efforts to (i) obtain all authorizations, consents, orders and approvals of, and make all filings with, all Governmental Authorities that are required to consummate a definitive transaction in accordance therewith (collectively, the “Governmental Approvals”) and (ii) consummate a definitive transaction in accordance therewith (the “ROFR Closing”) as soon as practicable and in any event no later than within ninety (90) days is attributable to acts or omissions following the expiration of the Owner ParticipantROFR Acceptance Period; provided that any Non-Transferring Shareholder may extend such ninety (90)-day period by up to thirty (30) additional days (the “Extension Period”) if despite such Transferring Shareholder using commercially reasonable efforts to consummate the ROFR Closing, any Governmental Approvals required to consummate such ROFR Closing have been requested but not yet obtained, or any material required waiting periods under applicable Law have not expired, during such ninety (90)-day period. In the event that any such terms are revised Governmental Approvals have not been obtained, or any such waiting periods have not expired, within such ninety (90)-day period or by the end of the Extension Period, as applicable, the Transferring Shareholder and the applicable Non-Transferring Shareholder shall not be required to consummate the ROFR Closing and the Transferring Shareholder shall have the right to proceed with the Transfer to Buyer in any way that changes the agreement for saleaccordance with Section 6.4(b); provided, lease, conveyance or transfer such that the terms applicable Non-Transferring Shareholder shall have the right, but not the obligation, to exercise its Tag-Along Right pursuant to Section 6.5 (Tag-Along Right) by notifying the Transferring Shareholder within fifteen (15) Business Days of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date expiration of the Facility Lessee's notice accepting such new terms. Notwithstanding ninety (90)-day period for the foregoingROFR Closing or the Extension Period, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseas applicable.

Right of First Refusal. In the event the Owner Participant desires (a) Prior to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such intended sale or other transfer of any Covered Security, Restricted Shareholder shall be subject first give written notice (“Offer Notice”) to the Facility Lessee's right Company specifying (i) Restricted Shareholder’s bona fide intention to sell or otherwise transfer such Covered Securities, (ii) the name and address of first refusal the proposed purchaser(s) or transferee(s), (iii) the number of Covered Securities the Restricted Shareholder proposes to sell (“Offered Securities”), (iv) the price for which Restricted Shareholder proposes to sell the Offered Securities, and (v) all other material terms and conditions of the proposed sale or other transfer. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Securities at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (“Acceptance Notice”) to Restricted Shareholder specifying the number of Offered Securities that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to Restricted Shareholder, the Company and/or its nominee(s) shall deliver a check or wire transfer (or, at the discretion of the Company, such other form of consideration set forth in the Offer Notice) in the amount of the purchase price of the Offered Securities to be purchased pursuant to this Section 7.63.3, against delivery by Restricted Shareholder of a certificate or certificates representing the Offered Securities (or account transfer instructions) to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. The Owner Participant shall give If the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person Company and/or its nominee(s) do not elect to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the termsOffered Securities, conditions and provisions contained in such offers. The Facility Lessee Restricted Shareholder shall thereafter have be entitled to sell the right within a period balance of 45 days from and after the receipt by them of such notice (Offered Securities to the "Notice Period"purchaser(s) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided named in the preceding sentence, it will within 60 days of such notice (Offer Notice at the "Agreement Period") execute price specified in the Offer Notice or at a contract higher price and on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility LesseeOffer Notice, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event provided, however, that such terms are revised in any way that changes the agreement for sale, lease, conveyance sale or other transfer such that the terms of the sale are less favorable to the Owner Participant must be consummated within sixty (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 60) days from the date of the Facility Lessee's notice accepting Offer Notice and any proposed sale after such new terms. Notwithstanding the foregoing, if, concurrently sixty (60) day period may be made only by again complying with the Owner Participant's offer procedures set forth in this Section 3.3. (c) Restricted Shareholder may transfer all or any portion of the Covered Securities to sell its Member Interest Owners, a trust established for Restricted Shareholder’s or Owner’s sole benefit and/or Restricted Shareholder’s or Owner’s Immediate Family Members without such transfer being subject to the right of first refusal set forth in this Section 3.3, provided that the Covered Securities so transferred shall remain subject to the terms and conditions of this Agreement and no further transfer of such Covered Securities may be made without complying with the provisions of this Section 3.3. (d) Any successor of Restricted Shareholder, and any transferee of Covered Securities pursuant to this Section 7.63.3, it or one shall hold the Covered Securities subject to the terms and conditions of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then this Agreement and no further transfer of the Facility Lessee shall exercise its purchase rights under Covered Securities may be made without complying with the provisions of this Section 7.6 only if3.3. (e) The right of first refusal set forth in this Section 3.3 shall terminate (i) as to all Covered Securities upon the expiration of the Restrictions Period; and (ii) as to Offered Securities, concurrently therewithon the date such Offered Securities are sold pursuant to an effective registration statement under the Securities Act (with the parties acknowledging that any request for registration under the Securities Act pursuant to this Agreement shall give rise to the right of first refusal set forth in this Section 3.3), it exercises its purchase rights under to the extent that such right has not previously terminated. In addition, the right of first refusal set forth in this Section 7.6 3.3 shall terminate as to 50% (100% if both Owners are the subject of each such Other RockGen Facility Leasean Acceleration Event) of the Covered Securities upon the occurrence of an Acceleration Event.

Right of First Refusal. In (a) Except for Permitted Transfers, so long as Purchaser owns beneficially or of record shares of Common Stock (including shares of Common Stock issuable upon the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all conversion of Series A Preferred Stock) representing at least 15% of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration outstanding Common Stock, Seller shall not Transfer after consummation of the Facility Lease Second Closing any shares of the Common Stock (except in whether owned as of the event that a Lease Event date hereof or acquired thereafter) (such shares of Default Common Stock are hereinafter referred to as the "Subject Shares"), or any right or interest therein, unless Seller shall have existed first given at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt least two full business days' advance written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodRight of First Refusal Notice") to notify the Owner Participant Purchaser of its Seller's intent to do so and such Transfer is thereafter completed in accordance with this Section 5.5. The Right of First Refusal Notice shall specify the terms of the proposed Transfer, including without limitation the number of Subject Shares proposed to be Transferred, the consideration per share, the timing of the transaction, and the name of the proposed transferee if Seller has received a bona fide offer to acquire Subject Shares. Purchaser shall have the right, exercisable by written notice to Seller ("Purchaser's Notice") within such two business day period, to purchase from Seller such number of the Subject Shares Seller proposes to Transfer as described in Purchaser's Notice on the terms set forth in the Right of First Refusal Notice (provided that if the proposed Transfer is not for cash, then Purchaser may deliver cash equal to the fair market value of such non-cash consideration); provided, however, that if Seller ----------------- proposes to Transfer Subject Shares pursuant to a bona fide written offer which is disclosed in the Right of First Refusal Notice, then Purchaser may not exercise its right of first refusal. If refusal with respect to less than all of the Facility Lessee elects Subject Shares Seller proposes to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise Transfer pursuant to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participantbona fide written offer. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and Purchaser does not exercise its right of first refusal provisions with respect to a proposed Transfer described in a Right of this Section prior to entering into such revised agreement; provided thatFirst Refusal Notice, Seller shall have the right, for such revised offer, the Notice Period shall be 10 Business Days from the date a period of such new notice, and the Agreement Period shall not exceed 45 ninety (90) days from the date of the Facility Lessee's notice accepting Right of First Refusal Notice, to Transfer such number of Subject Shares described in such Right of First Refusal Notice at the price and on the terms set forth in such Right of First Refusal Notice. No Transfer of the Subject Shares specified in the Right of First Refusal Notice shall be made after the expiration of such 90-day period, nor shall any change in the terms of Transfer or change in the transferee (if specified) be made, without a new terms. Notwithstanding the foregoing, if, concurrently Right of First Refusal Notice and compliance with the Owner Participant's offer to sell its Member Interest terms of this Section 5.5. (b) The term "Permitted Transfer" for purposes of this Section 5.5 shall mean (i) any Transfer of Subject Shares pursuant to a merger or other reorganization which would be tax-free to Seller (without regard to the amount of the gain or loss), provided that Purchaser's right of first refusal shall, with respect to such Subject Shares, be applicable to the securities or other consideration acquired in such merger or other reorganization, (ii) any sales pursuant to the manner of sale restrictions and unsolicited broker's transaction provisions of Rule 144(f) and (g) under the Securities Act of 1933, as amended, (iii) bona fide gifts of no more than an aggregate of 5% of the Subject Shares in any 360-day period, (iv) Transfers to trusts for the benefit of Seller or his immediate family for estate planning purposes where the transferee has agreed in writing to be bound by Seller's obligations under this Section 7.65.5. The term "Transfer" shall mean any sale, it transfer, assignment, hypothecation, encumbrance or one other disposition, whether voluntary or involuntary, whether by gift, bequest or otherwise, of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseSubject Shares.

Right of First Refusal. In the event the Owner Participant If Awardee desires (or is required by operation of law or other involuntary transfer) to sell, lease, convey sell or otherwise transfer its Member Interest any or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at Shares (whether now held or hereafter acquired) (the “Offered Shares”) to any time during the three person, then Awardee first shall offer such Offered Shares as follows: (3a) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant Awardee shall give the Facility Lessee prompt Company written notice (the “Rights Notice”) of all bona fide offers that have been received from any other Person to purchase or acquire its interest of Awardee’s intention, describing the Owner Lessor's Interest or the Member Interest of the Owner Participant, proposed Awardee and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant proposed transfer. The Company will have thirty (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 30) days from the date of receipt of the Facility Lessee's Rights Notice to agree to purchase all or a part of the Offered Shares for the price and on the terms specified in the Rights Notice by giving written notice accepting such new terms. Notwithstanding to Awardee. (b) If the foregoing, if, concurrently with Company elects not to purchase all of the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility LeaseOffered Shares, then the Facility Lessee Company shall exercise give Awardee notice thereof (the “Company Notice”) and of the amount of the Offered Shares that the Company elects to purchase. If the Company does not elect to purchase all of the Offered Shares, then Awardee will have one hundred thirty five (135) days after the date of mailing of the Rights Notice to sell Offered Shares not purchased by the Company to the proposed Awardee at a price and on general terms not more favorable to the Awardee thereof than specified in the Rights Notice. If Awardee has not sold the full amount of the Offered Shares within such 135-day period, then Awardee shall not thereafter sell any of the Offered Shares without first offering such securities to the Company in the manner provided above. (c) The rights provided in this Section 7 shall not apply to the transfer: (i) to the estate of Awardee by gift, will or intestate succession, (ii) to a member of Awardee’s immediate family, (iii) to the personal trust of Awardee or (iv) to nonprofit institutions by gift or will; provided that the foregoing transfers shall be permitted without compliance with this Section 7 only if such transferee becomes a party to and executes this Agreement. (d) The rights of first refusal described in this Section 7 shall terminate on (i) the effective date of a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an underwritten public offering of Common Stock of the Company or (ii) the closing date of a sale of assets or merger of the Company or other acquisition transaction pursuant to which stockholders of the Company receive securities of a buyer whose shares are publicly traded under the Securities Act. (e) The Company may assign its purchase rights and delegate its duties under this Section 7.6 7. If any such assignment or delegation requires consent of any state securities authority, then the parties agree to cooperate in requesting such consent. (f) If the Company (or its assignees) makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be repurchased in accordance with the provisions of this Agreement, then, from and after such time, the person from whom such shares are to be repurchased shall no longer have any right as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement), such Shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Company (or its assignees) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement. (g) If any stock dividend, stock split, recapitalization or other transaction affecting the Company’s outstanding Common Stock as a class is effected without receipt of consideration, then new, substituted or additional securities or other property that are by reason of such transaction distributed with respect to the Shares shall be immediately subject to the Company’s rights of first refusal hereunder but only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each to the extent that the Shares at the time are covered by such Other RockGen Facility Leaseright.

Right of First Refusal. In Subject to transfers permitted under Section 3, at any time/after the event fourth anniversary of the Owner Participant desires Closing Date and prior to sella public offering of Common Stock, leasea Stockholder (a "Selling Stockholder" for purposes of this Section 5) may sell for cash all or any portion of the capital stock of the Company held by him or it (whether now or hereafter acquired) at any time, convey or otherwise transfer its Member Interest or cause pursuant to a bona fide offer from a third party, subject to such Selling Stockholder's compliance with the Owner Lessor following provisions: (a) The Selling Stockholder shall promptly deliver a notice of intention to sell all (a "Sale Notice") to (i) if the Selling Stockholder is a WCAS Stockholder or substantially all any of its Affiliates, KKR Fund or (ii) if the Selling Stockholder is KKR Fund or any of its Affiliates, the WCAS Stockholders (the "Offeree Stockholder") setting forth in reasonable detail the capital stock of the Owner Lessor's Interest at any time during Company to be sold (the three (3) year period commencing on "Subject Securities"), the termination or expiration identity of the Facility Lease proposed purchaser and the proposed purchase price and terms of sale (except in including a copy of any written offer or indication of interest). (b) Upon receipt of a Sale Notice from the event that a Lease Event of Default Selling Stockholder, the Offeree Stockholder shall have existed the first right and option to elect to purchase at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal price and on the terms and conditions set forth stated in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest Sale Notice, all, but not less than all, of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantSubject Securities. In the event that such terms are revised in any way that changes Stockholder shall elect to purchase all or part of the agreement for saleSubject Securities, leaseit shall so notify the Selling Stockholder within 20 days (the "Option Period") after the receipt by such Stockholder of the Sale Notice. Any such election shall be made by written notice (a "Notice of Election") to the Selling Stockholder. (c) If the Notice of Election with respect to the Subject Securities shall have been received as aforesaid by the Selling Stockholder, conveyance or transfer the Selling Stockholder shall sell such that Subject Securities to the Offeree Stockholder at the price and on the terms stated in the Sale Notice. The closing of such sale of Subject Securities shall take place at the offices of the sale are less favorable to Company, or such other location as the Owner Participant Stockholders may mutually select, no later than 30 days following the expiration of the Option Period (it being understood and agreed that any reduction in or upon the price or a change in the terms expiration of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participantsuch longer period if required by law), or such earlier date as may be agreed by the Owner Participant shall again comply with Stockholders. At such closing the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.Selling

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default The Company shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's a right of first refusal on (the terms and conditions set forth in this Section 7.6. The Owner Participant shall give “Company’s Right of First Refusal”) to purchase all or any portion of the Facility Lessee prompt Disposition Shares, if the Company gives written notice of all bona fide offers that have been received the exercise of such right to the Selling Owner within 20 days (the “Company’s Refusal Period”) from any other Person to purchase or acquire its interest the receipt of the Owner Lessor's Interest Transfer Notice. If the Company does not intend to exercise the Company’s Right of First Refusal in full or if the Member Interest of the Owner Participant, and which offers it wishes Company is not lawfully able to accept, together with a full and complete statement of the price and repurchase all of the termsDisposition Shares, conditions the Company will send written notice thereof (the “Company’s Expiration Notice”) to the Selling Owner and provisions contained in to each other Owner at least 10 days before the expiration of the Company’s Refusal Period. If the Company does not purchase all of the Disposition Shares pursuant to the Company’s Right of First Refusal, the non-selling Owners (the “Non-Selling Owners”) shall have a right of second refusal (the “Owners’ Right of Second Refusal”) to purchase the remaining Disposition Shares (the “Remaining Disposition Shares”) by giving written notice of the exercise of such offersright to the Selling Owner and the Company within 20 days from receipt of the Company’s Expiration Notice. The Facility Lessee Each Non-Selling Owner shall thereafter have the right within a period to purchase such Owner’s Proportionate Share (based upon the group of 45 days from and after Non-Selling Owners) of the receipt by them Remaining Disposition Shares. If any Non-Selling Owner elects not to purchase his or its Proportionate Share of the Remaining Disposition Shares, the other Non-Selling Owners may purchase their respective Proportionate Share (based on the group of the other Non-Selling Owners) of such notice Remaining Disposition Shares, and so on for any unpurchased Remaining Disposition Shares, until no Non-Selling Owner desires to purchase any more Remaining Disposition Shares. The purchase price for the Disposition Shares to be purchased by the Company upon exercise of the Company’s Right of First Refusal or the Non-Selling Owners upon exercise of the Owners’ Right of Second Refusal will be the bona fide cash price (or the fair market value of any non-cash consideration as determined in good faith by the Board) per share for which the Selling Owner proposes to transfer such Disposition Shares to the Proposed Purchaser(s) (as defined below) (the "Notice Period"“Offered Price”) (subject to notify any rights the Owner Participant of its intent Company may have under any other agreement to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days purchase all or some of such notice (the "Agreement Period") execute Disposition Shares at a contract on the same terms lower price), and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract payable within 60 30 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from after the date of the Facility Lessee's notice accepting such new termsCompany’s Expiration Notice. Notwithstanding Payment of the purchase price will be made, at the option of the Company, or each of the Non-Selling Owners, as applicable, (a) in cash (by cashier’s check), (b) by wire transfer of immediately available funds to the Selling Owner, or (c) by any combination of the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at (a) If any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice Waldo Entity (the "Notice PeriodSelling Shareholder") desires to sell any Shares to any Person (the "Proposed Transferee") other than pursuant to Sections 2.2, 3.1(b), 3.1(c) or 3.1(d) or Article IV, such Selling Shareholder shall provide at least 30 days written notice (a "Transfer Notice") to notify KMOC prior to the Owner Participant proposed date of its intent sale. Such notice shall include: (i) the principal terms of the proposed sale in so far as it relates to exercise its right the Shares, including the number of first refusal. If the Facility Lessee elects Shares to exercise the right provided in the preceding sentence, it will within 60 days of such notice be sold (the "Agreement PeriodOffered Shares") execute a contract by the Selling Shareholder, the purchase price (the "First Offer Price") and the name and address of the Proposed Transferee; and (ii) an offer by the Selling Shareholder to Transfer for value the Offered Shares to the Company. Any offer made by the Selling Shareholder in accordance with this Section 3.2(a) shall be on the same terms and conditions as (subject to all of the offer giving rise provisions of this Agreement) with respect to such each Share to be sold to the Proposed Buyer. (b) KMOC shall have the irrevocable and exclusive right. If , for a period of 60 days after the Facility Lessee does not give such Transfer Notice is received (the "Response Period") to purchase, pursuant to the Transfer Notice, all or any part of the Offered Shares at the First Offer Price, exercisable by delivering a written notice to the Owner Participant Selling Shareholder within the 45 day period or execute such a contract within 60 days Response Period, stating therein the number of such noticeOffered Shares KMOC intends to purchase. (c) If, at the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions end of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for saleResponse Period, lease, conveyance or transfer such that the terms KMOC has not given notice of its decision to purchase all of the sale are less Offered Shares, then a Selling Shareholder who has duly given such Transfer Notice shall be entitled for a period of 45 days (the "Transfer Period") beginning the day after the expiration of the Response Period to sell those Offered Shares which KMOC does not intend to purchase at a price not lower than the First Offer Price and on terms not more favorable to the Owner Participant (it being understood and agreed that any reduction Proposed Transferee than were contained in the price or a change in Transfer Notice. Promptly after any sale pursuant to this Section 3.2, the Selling Shareholder shall notify KMOC of the consummation thereof and shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as KMOC may request. (d) If, at the end of payment thereof in a manner beneficial the Transfer Period, the Selling Shareholder has not completed the sale of the Offered Shares to the potential purchaser shall be deemed to be less favorable to the Owner Participant)Proposed Transferee, the Owner Participant Selling Shareholder shall no longer be permitted to sell any of such Offered Shares pursuant to this Section 3-2 without again comply fully complying with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that3.2 and all the restrictions on sale, for such revised offertransfer, the Notice Period assignment or other disposition contained in this Agreement shall again be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseeffect.

Right of First Refusal. In (i) Following the event Escrow Period, Seller shall not sell any Shares to any third party (other than in a Permitted Transfer) unless the Owner Participant desires Seller shall first deliver a written notice to sellBuyer, leasewhich shall be irrevocable for a period of twenty (20) days after delivery thereof, convey or otherwise transfer its Member Interest or cause the Owner Lessor offering to sell all or substantially all of such Shares at the Owner Lessor's Interest at any time during the three (3) year period commencing purchase price and on the termination or expiration other material terms at which it proposes to sell the Shares to such third party (the “Notice of the Facility Lease (except in the event that a Lease Event of Default Intention to Sell”). Buyer shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal and option for such twenty (20) day period (the “ROFR Period”), to purchase all (but not less than all) of the Shares so offered at the purchase price and on such terms. (ii) Buyer may exercise such right by delivering a written notice to the Seller within the ROFR Period. The closing of any sales of Shares under the terms and conditions set forth in of this Section 7.6. The Owner Participant 3.6(b) shall give be made at the Facility Lessee prompt written notice offices of all bona fide offers that have been received from any other Person to purchase or acquire its interest Buyer on a mutually satisfactory business day within fourteen (14) days after the expiration of the Owner Lessor's Interest ROFR Period. Delivery of certificates or the Member Interest other instruments evidencing such Shares duly endorsed for transfer to Buyer shall be made on such date against payment of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the purchase price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice therefor. (the "Notice Period"iii) to notify the Owner Participant of its intent If Buyer does not elect to exercise its right in accordance with Section 3.6(b)(ii) above, then the Seller may sell to the third party any part of first refusal. If the Facility Lessee elects Shares so offered for sale at a price not less than the price, and on terms not more favorable to exercise the right provided purchaser thereof than the terms, stated in the preceding sentenceNotice of Intention to Sell, it will at any time within 60 ninety (90) days of such notice (after the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions expiration of the Owner ParticipantROFR Period. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms all of the sale Shares are less favorable to not sold by the Owner Participant Seller during such ninety (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant)90) day period, the Owner Participant shall again comply with the notice and right of first refusal provisions the Seller to sell such remaining Shares shall expire and the obligations of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period 3.6(b) shall be 10 Business Days from reinstated. (iv) Notwithstanding anything in this Section 3.6(b) to the date contrary, any third party purchaser or other transferee of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest Shares pursuant to this Section 7.6, it or one 3.6(b) shall agree in writing in advance with the parties Buyer to be bound by and comply with Sections 3.6(b) and (c) of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In Investor shall have the right in the event the Owner Participant desires Company establishes a Missouri City Team and proposes to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor offer to sell all franchise or substantially all other similar rights to the Missouri City Team (the “MCT Rights”) to any person (other than pursuant to (i) a merger, consolidation, acquisition, or similar business combination of the Owner Lessor's Interest at Company approved by the Company’s Board of Directors; and (ii) security or guarantees issued pursuant to any time during equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the three (3Company’s Board of Directors) year period commencing on to purchase the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6MCT Rights. The Owner Participant Company shall give provide the Facility Lessee prompt Investor with written notice of all bona fide offers that have been received from any other Person its desire to purchase or acquire its interest sell the MCT Rights, including a description of the Owner Lessor's Interest or MCT Rights, the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the proposed price and all of the terms, conditions and provisions contained in such offersfinancial terms on which they will be offered. The Facility Lessee Investor shall thereafter have the right within a period of 45 thirty (30) days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal, by delivering to the Company a written notice thereof. If the Facility Lessee elects Investor exercises its right of first refusal or option to purchase, it shall have an additional period of sixty (60) days after such exercise within which to make payment for, and take title to, the MCT Rights. If the Investor does not exercise its right provided of first refusal or option to purchase the MCT Rights within the time periods described herein, the Investor’s right of first refusal shall terminate so long as the Company, within a ninety (90) day period, commencing on (i) the first business day following the sixty day period described in the preceding sentence; or (ii) the date the Company receives written notice from the Investor of its intention not to exercise its option to purchase the MCT Rights, it will within 60 days of such notice (sells to a third party the "Agreement Period") execute MCT Rights at a contract on price and upon financial terms no less favorable to the same terms and conditions as Company than those specified in the offer giving rise to such right. If the Facility Lessee does not give such Company’s notice to the Owner Participant within the 45 day period or execute such a contract within 60 days Investor. For purposes of such noticeclarity, the Owner Participant will price and financial terms described in the proceeding sentence paid by the third party to purchase the MCT Rights do not have to be free identical or similar to proceed under be considered no less favorable. At the Company’s discretion and upon the Company’s written approval, the Investor may transfer its right of first refusal described in this paragraph 7.3 herein to any corporation or other entity which succeeds to all or substantially all of the Investor’s business and properties, or which wholly owns or is wholly-owned by, the Investor; provided, however, that the transferee shall have agreed to be bound jointly with the Investor by all of the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date 7 of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In the event the Owner Participant desires (a) Not later than two (2) months prior to sell, lease, convey any proposed sale of direct or otherwise transfer its Member Interest indirect ownership or cause the Owner Lessor to sell all or control of substantially all of the Owner Lessor's Interest at any time during capital stock or assets of Davur, Belmac or Bentley shall notify Teva in writing (the three (3"Proposed Sale Notice") year period commencing on of its intention to effect such sale. The Proposed Sale Notice shall include the termination or expiration identity of the Facility Lease proposed third party purchaser and the third party offer price. If the third party purchaser and Belmac or Bentley have entered into a confidentiality agreement with regard to the proposed transaction, Teva shall agree to a substantially similar confidentiality agreement prior to receiving the Proposed Sale Notice. Teva shall thereupon have the option, exercisable in writing to the entity which provided the Proposed Sale Notice (except the "Exercise Notice") given within thirty (30) days of receipt of the Proposed Sale Notice, to (i) cause Belmac to transfer to Davur all of the rights, obligations, inventory, property rights, intellectual property, dossiers, marketing authorisations, samples and other materials, including without limitation brands, trademarks, customer lists, received by Belmac directly or indirectly from Teva or produced and developed by Belmac related to its performance or rights under the Other Agreements (collectively, the "Teva Assets"); and (ii) upon such transfer, purchase (directly or through its designee) all of the capital stock of Davur, free and clear of all liens, claims and encumbrances, upon the terms set forth below. If Teva does not deliver an Exercise Notice to Belmac within such 30-day period, Belmac and Davur shall be free to proceed with the transaction specified in the event that Proposed Sale Notice with the identified third party for a Lease Event period of Default six (6) months and Teva shall have existed at no further rights under this Article 2 related to such time transaction. If the specified transaction does not close with the third party within such six (6) month period, then all of termination or expiration), any such sale or other transfer Teva's rights shall be subject reinstituted. (b) Teva shall specify the offer price for the Davur shares in the Exercise Notice which shall be an amount equal to the Facility Lessee's right offer price of first refusal on the terms and conditions set forth third party in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice Proposed Sales Notice, less the value of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price Teva Assets and all of the termsrights, conditions obligations, inventory, property rights, intellectual property, dossiers, marketing authorisations, samples and provisions contained in such offers. The Facility Lessee shall thereafter have other materials, including without limitation brands, trademarks, customer lists, received by Davur directly or indirectly from Teva or produced and developed by Teva related to its performance or rights under the right within a period of 45 days from and after the receipt by them of such notice Other Agreements (the "Notice PeriodAdditional Teva Assets"). If such offer is acceptable to Belmac, then the purchase and sale of the Davur shares shall take place within 10 business days following the date of completion of transfer of all of the Teva Assets by Belmac to Davur pursuant to Section 2(a)(i) of this Agreement and the execution of and satisfaction of all conditions under a Purchase and Sale Agreement for the Davur shares in form and substance reasonably satisfactory to Teva. If Belmac does not agree to the value of the Teva Assets and Additional Teva Assets, then the parties hereto shall request an independent auditor or appraiser (which does not perform regular services for any of the parties hereto) to notify render an appraisal of the Owner Participant fair market value of the Davur shares, less the value of the Teva Assets and Additional Teva Assets, which appraisal shall be binding on the parties and shall be and become the purchase price payable by Teva (or its intent to exercise its right designee) for all of first refusalthe Davur Shares. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract parties cannot agree on the same terms identity of an auditor or appraiser, Teva and conditions as Belmac's regular auditors shall jointly designate such an auditor or appraiser. The fees and expenses of the offer giving rise to such right. If auditor or appraiser shall be borne by Belmac unless the Facility Lessee does not give such notice to price for the Owner Participant within Davur shares established by the 45 day period auditor or execute such a contract within 60 days appraiser is five percent or more higher (after deducting the value of such notice, the Owner Participant will be free to proceed under Teva Assets and the terms and conditions Additional Teva Assets) than the purchase price set forth in its notice to the Facility LesseeExercise Notice, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that whereupon such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood fees and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser expenses shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseborne by Teva.

Right of First Refusal. In the event on or after the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all first anniversary of the Owner Lessor's Interest at any time during date on which an Option Holder acquires Common Shares, such Option Holder proposes to transfer such Common Shares pursuant to a bona fide purchase offer received from a third party that is not an Affiliate of ICF, the three (3) year period commencing on the termination or expiration Call right of the Facility Lease (except each of ICF and IUBT shall be in the event that form of a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal to purchase such Common Shares upon the following terms: (a) The Option Holder shall first notify ICF and IUBT in writing at least 30 days in advance of the proposed transfer. The notice shall contain all of the terms of the proposed transfer, including, without limitation, the name and address of the prospective transferee, the purchase price and other terms and conditions of payment (or the minimum purchase price or basis for determining the minimum purchase price and other minimum acceptable terms and conditions), the date on or about which the transfer is to be made, and the number of Common Shares to be transferred (the “Transfer Notice”). (b) Within 10 business days after receipt of the Transfer Notice, either ICF or IUBT (the “Exercising Party”) may notify the Option Holder that it intends either: (1) to exercise its Call by purchasing all (but not less than all) of the Common Shares proposed to be transferred pursuant to the terms and conditions as set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice Transfer Notice (the "Notice Period"“Right of First Refusal Notice”), in which case the provisions of Subsection 4.2(c) to notify the Owner Participant of its intent shall govern such purchase and sale, or (2) to exercise its right Call by purchasing all (but not less than all) of first refusalthe Common Shares proposed to be transferred pursuant to the provisions of Sections 4.3 and 4.4, in which case the Exercising Party shall deliver an Exercise Notice, and the provisions of Sections 4.3 and 4.4 shall govern such purchase and sale. If the Facility Lessee elects to exercise Exercising Party exercises its Call under this Subsection 4.2(b), a binding contract of purchase and sale will be formed between it and the right provided in Option Holder upon the preceding sentencedelivery of the Right of First Refusal Notice or the Exercise Notice, it as the case may be. (c) If the Exercising Party delivers a Right of First Refusal Notice, the Exercising Party will within 60 days of such notice (buy, and the "Agreement Period") execute a contract Option Holder will sell, the Common Shares at the time, at the price, and on the same terms and conditions as those contained in the offer giving rise Transfer Notice, subject to such right. the following: (1) If the Facility Lessee does not give such notice Transfer Notice provides for payment over time, the Exercising Party will have the option to make payment all in cash for clear title at the closing of the purchase and sale; (2) If the Transfer Notice provides for the closing to take place more than 30 days after the delivery of the Transfer Notice, the Exercising Party will have the option to close its purchase on or before the 30th day after delivery of the Transfer Notice. (d) After compliance with the provisions of this Section 4.2, if no Call has been exercised, the Option Holder may transfer his Common Shares, but only to the Owner Participant within transferee designated in the 45 day period or execute such a contract within 60 days of such noticeTransfer Notice, at the Owner Participant will be free to proceed under time, at the price, and on the same terms and conditions set forth as those contained in its notice the Transfer Notice. If no Call is exercised and such proposed transfer to a third party is not consummated within 30 days after delivery of the Transfer Notice, any proposed sale of the Common Shares will again become subject to the Facility Lessee, unless notice provisions and the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of provided in this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease4.2.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor (a) If any Partner proposes to sell or transfer to any Person all or substantially all any portion of its Interest in one or more related transactions (the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration"Proposed Sale"), any then, at least 45 days prior to the proposed closing (the "Sale Closing") of such sale or other transfer transfer, such Partner (the "Seller") shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall promptly give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice PeriodNotice") to notify the Owner Participant Joint Venture and to each of the other Partners (the "Other Holders") of such proposed sale or transfer. The Notice shall describe in reasonable detail the Proposed Sale, including, without limitation, the Percentage Interest to be sold, transferred or issued (the "Percentage Interest To Be Sold"), the nature of such sale, transfer or issuance, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (b) Each of the Other Holders shall have the right, exercisable upon written notice to the Seller within thirty (30) days after receipt of the Notice, to purchase, in proportion to its intent interest in the Joint Venture (excluding for this purpose the Seller's Interest), the Percentage Interest To Be Sold on the same terms and conditions of the Proposed Sale. (c) If any of the Other Holders declines to exercise its right of first refusalrefusal pursuant to Section 7.2(b), the Seller shall give notice of such decision and of the number of Percentage Interest To Be Sold yet unpurchased (the "Unpurchased Portion") to the Partners who did not so decline (the "Purchasers"). Such notice may be made by telephone if confirmed in writing within two days. (d) The Purchasers shall each have the right, exercisable upon written notice to the Seller within three business days after receipt of notice of such decision, to purchase their Pro Rata Share of the Unpurchased Portion. For purposes of this Section 7.2, the Pro Rata Share of the Unpurchased Portion shall be the ratio of the Unpurchased Portion to the number of Purchasers. (e) The Seller shall then give notice, in the manner specified in Section 7.2(c), to all the Purchasers of any Purchaser that declines to exercise its right to purchase its Pro Rata Share. All the Purchasers excluding Purchasers who decline to exercise their rights to purchase their Pro Rata Shares (the "Remaining Purchasers"), shall have the right to purchase any Percentage Interest remaining of the Unpurchased Portion in the manner specified in Section 7.2(d). (f) The Seller shall comply with Sections 7.2(d) and 7.2(e) until there are no remaining Percentage Interests in the Unpurchased Portion or there are no Remaining Purchasers who elect to purchase remaining Percentage Interests in the Unpurchased Portion. Thereafter, if Percentage Interests remain in the Unpurchased Portion, the Seller may consummate the Proposed Sale upon the terms set forth in the Notice or cancel the Proposed Sale. If the Facility Lessee elects other Holders have elected to exercise purchase all of the right provided in Percentage Interests to be sold, the preceding sentence, it will within 60 days Proposed Seller shall consummate the sale of such notice (the "Agreement Period") execute a contract Percentage Interest to be sold with the other Holders on the same terms and conditions as Sale Closing date. (g) Notwithstanding anything to the offer giving rise contrary herein, the Seller may not consummate a Proposed Sale to a Person if any of the Other Holders object to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, Person and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseobjection is based on a reasonable concern.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event Holder desires at any time to sell or otherwise transfer all or any part of Default his or her Shares, the Holder first shall have existed at give written notice to the Company of the Holder’s intention to make such time transfer. Such notice shall state the number of termination or expirationShares that the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such sale notice by the Company, the Company or other transfer shall be subject its assigns may elect to purchase all or any portion of the Facility Lessee's right of first refusal Offered Shares at the price and on the terms offered by the proposed transferee and conditions set forth specified in this Section 7.6the notice. The Owner Participant Company or its assigns shall give the Facility Lessee prompt exercise this right by mailing or delivering written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or Holder within the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalforegoing 30-day period. If the Facility Lessee elects Company or its assigns elect to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if6(b), concurrently therewiththe closing for such purchase shall, it exercises in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event that the Company or its assigns do not elect to exercise such purchase rights under Section 7.6 right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder shall be required to pay a transaction processing fee of each $10,000 to the Company (unless waived by the Board) and then may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. If the Holder is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares, (i) the transferring Holder shall comply with the requirements of such Other RockGen Facility Leasestockholders agreements or other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject The Company hereby grants to the Facility Lessee's Subscriber the right of first refusal on the terms and conditions set forth to purchase all (or any part) of New Securities (as defined in this Section 7.6Section) that the Company may, from time to time, propose to sell and issue prior to June 30, 1999. The Owner Participant "New Securities" shall give mean any capital stock of the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person Company, whether now authorized or not, and rights, options or warrants to purchase said capital stock, and debt or acquire its interest equity securities of any type whatsoever that are, or may become, convertible into said capital stock; provided, however, that the term "New Securities" does not include Permitted Issuances or stock options granted to full-time employees or directors of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner ParticipantCompany. In the event that such terms are revised in any way that changes the agreement for saleCompany proposes to undertake an issuance of New Securities, leaseit shall give the Subscriber written notice of its intention, conveyance or transfer such that describing the terms type of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in New Securities, the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period general terms upon which the Company proposes to issue the same. The Subscriber shall not exceed 45 have fifteen (15) days from the date of receipt of any such notice to agree to purchase all or less than all of the Facility Lessee's New Securities for the price and upon the general terms specified in the notice accepting by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If the Subscriber fails to exercise in full the right of first refusal within such new terms. Notwithstanding fifteen (15) day period, the foregoing, if, concurrently with the Owner Participant's offer Company shall have sixty (60) days thereafter to sell its Member Interest pursuant the New Securities respecting which the Subscriber's rights were not exercised, at a price and upon general terms no more favorable to this Section 7.6the purchasers thereof than specified in the Company's notice. In the event that the Company has not sold the New Securities within such sixty (60) day period, it the Company shall not thereafter issue or one of its Affiliates offers to sell any interest New Securities without first offering such securities to the Subscriber in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights manner provided above. The right of first refusal granted under this Section 7.6 only ifshall terminate upon the earlier of: (i) June 30, concurrently therewith, it exercises its purchase rights 1999; or (ii) the date upon which the Subscriber ceases to own any securities: (a) purchased in the Offering; (b) issued with respect to or upon conversion of securities purchased in the Offering; or (c) purchased pursuant to the right of first refusal granted under Section 7.6 of each such Other RockGen Facility Leasethis Section.

Right of First Refusal. (a) The Company is hereby granted the right of first refusal (the "First Refusal Right"), exercisable in connection with any proposed transfer of the shares, including any sale, assignment, pledge, encumbrance or other disposition for value of the Shares intended to be made by the Optionee. (b) In the event the Owner Participant Optionee desires to sell, lease, convey accept a bona fide third- party offer for the transfer of any or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during Shares acquired under the three Option (3the shares subject to such offer to be hereinafter called the "Target Shares"), Optionee shall promptly (i) year period commencing on deliver to the termination or expiration corporate Secretary of the Facility Lease Company written notice (except in the event that a Lease Event "Disposition Notice") of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth of the offer, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in this Section 7.6. contravention of the applicable provisions of federal and state securities laws. (c) The Owner Participant shall give Company (or its assignees) shall, for a period of 25 days following receipt at the Facility Lessee prompt written notice of all bona fide offers that Disposition Notice, have been received from any other Person the right to purchase any or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided Target Shares specified in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on Disposition Notice upon the same terms and conditions as specified therein, exercisable by delivery of written notice (the offer giving rise "Exercise Notice") to such rightOptionee. If such right is exercised with respect to any or all of the Facility Lessee does Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the purchase of the Target shares, including payment of the purchase price, not give more than 5 business days after delivery of the Exercise Notice; and at such notice time Optionee shall deliver to the Owner Participant Company the certificates representing the Target Shares to be purchased, each certificate to be properly endorsed for transfer. (d) in the event the Exercise Notice is not given to Optionee within 25 days following the 45 day date of the Company's receipt of the Disposition Notice, Optionee shall have a period of 30 days thereafter in which to sell or execute such a contract within 60 days otherwise dispose of such notice, the Owner Participant will be free Target Shares to proceed under the third-party offeror identified in the Disposition Notice upon terms and conditions set forth (including the purchase price) no more favorable to such third-party offeror than those specified in its notice the Disposition Notice. The third-party offeror shall acquire the Target Shares free and clear of the Company's First Refusal Right hereunder, but the acquired shares shall remain subject to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions market stand-off provisions of the Owner ParticipantSection 10. In the event that Optionee does not effect such terms are revised in any way that changes the agreement for sale, lease, conveyance sale or transfer such that the terms disposition of the Target Shares within the specified 30 day period, the Company's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Optionee until such right lapses in accordance with paragraph (e). (e) The First Refusal Right shall lapse upon a firm commitment underwritten public offering, pursuant to an effective registration statement under the Securities Act of 1933, covering the offer and sale are less favorable of the Company's Common Stock in the aggregate amount of at least $5,000,000, but shall remain in full force and effect to the Owner Participant (it being understood and agreed that any reduction extent the Shares are at the time covered by such right in the price event of any stock dividend, stock split, recapitalization or other transaction affecting the Company's outstanding Common Stock as a change in class effected without receipt of consideration, and upon a merger, consolidation or reverse merger involving the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant)Company. However, the Owner Participant shall again comply with the notice and right of first refusal market stand-off provisions of this Section prior 10 shall continue to entering into such revised agreement; provided that, for such revised offer, remain in full force and effect following the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date lapse of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseFirst Refusal Right hereunder.

Right of First Refusal. In If the event Recipient (or a subsequent transferee) proposes to transfer any vested Restricted Shares (in each case a “Selling Stockholder”), then the Owner Participant desires Selling Stockholder shall promptly give written notice to sellthe Company at least 30 days prior to the closing of such transfer. The notice shall describe in reasonable detail the proposed transfer including, leasewithout limitation, convey or otherwise transfer its Member Interest or cause the Owner Lessor number of Shares to sell all or substantially all be transferred, the nature of the Owner Lessor's Interest at any time during transfer, the three (3) year period commencing on consideration to be paid, and the termination name and address of each prospective purchaser or expiration transferee. For purposes of this Section 16, Transfer means the Facility Lease (except sale, assignment, encumbrance, hypothecation, pledge, conveyance in the event that a Lease Event of Default shall have existed at such time of termination trust, gift, transfer by request, devise or expiration)descent, any such sale or other transfer shall be subject or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the Facility Lessee's right benefit of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice creditors, whether voluntary or by operation of all bona fide offers that have been received from law, directly or indirectly, of any other Person to purchase or acquire its interest of the Owner Lessor's Interest Shares. For a period of 15 days following receipt of any notice described in the preceding paragraph, the Company (or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee its assignee) shall thereafter have the right within to purchase all or a period portion of 45 days from and after the receipt by them of Shares subject to such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the offer giving rise Company (or its assignee) and delivered to the Selling Stockholder within such right15-day period, the failure of the Company (or its assignee) to respond within such period shall be conclusive evidence that it elects not to purchase the Shares. The Company or its assignee shall effect the purchase of the Shares, including payment of the purchase price, not more than 30 business days after delivery of the notice from the Selling Stockholder, and at such time the Selling Stockholder shall deliver to the Company the certificate(s) representing the Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. To the extent that the Shares proposed to be transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 16, then the Selling Stockholder may transfer such Shares to the proposed transferee(s) pursuant to the terms specified in the notice within 45 days after the date of the notice and provided further that any such sale or other Transfer is effected in accordance with any applicable securities laws and each proposed transferee agrees in writing that the provisions of this Agreement, including this Section 16, shall continue to apply to the Shares after such Transfer. If the Facility Lessee does Shares described in the notice are not give such notice Transferred to the Owner Participant proposed transferee within the 45 such 45-day period or execute such period, a contract within 60 days of such notice, the Owner Participant will new notice shall be free to proceed under the terms and conditions set forth in its notice given to the Facility LesseeCompany, unless and the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant Company and/or its assignees shall again comply with be offered the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; as provided that, for such revised offer, herein before any vested Restricted Shares may be sold or otherwise Transferred. This provision shall terminate upon the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date closing of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one Company’s first underwritten public offering of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leasecommon stock.

Right of First Refusal. In the event the Owner Participant desires to sellIf, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration date hereof and ending on the earlier of (i) the third anniversary of the Facility Lease Closing Date and (except ii) the date all the Preferred Shares are either redeemed or converted into Common Stock (the "RIGHT OF FIRST REFUSAL PERIOD"), the Company should propose (the "PROPOSAL") to issue Common Stock or securities convertible into Common Stock at a price less than the Current Market Price (as defined in the event that Certificate of Designation), or debt at less than par value or having an effective annual interest rate in excess of 9.9% (each a Lease Event "RIGHT OF FIRST REFUSAL SECURITY" and collectively, the "RIGHT OF FIRST REFUSAL SECURITIES"), in each case on the date of Default issuance the Company shall be obligated to offer such Right of First Refusal Securities to Buyer on the terms set forth in the Proposal (the "OFFER") and Buyer shall have existed at the right, but not the obligation, to accept such time Offer on such terms. The Company shall provide written notice to Buyer of termination any Proposal, setting forth in full the terms and conditions thereof, and Buyer shall then have 5 business days to accept or expiration)reject the Offer in writing. If the Company issues any Right of First Refusal Securities during the Right of First Refusal Period but fails to: (i) notify Buyer of the Proposal, any (ii) offer Buyer the opportunity to complete the transaction as set forth in the Proposal, or (iii) enter into and consummate an agreement to issue such sale or other transfer shall be subject Right of First Refusal Securities to the Facility Lessee's right of first refusal Buyer on the terms and conditions set forth in this Section 7.6the Proposal, after Buyer has accepted the Offer, then the Company shall pay to Buyer, as liquidated damages, an amount equal to 10% of the amount paid to the Company for the Right of First Refusal Securities. The Owner Participant foregoing Right of First Refusal is and shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from be senior in right to any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior issued by the Company to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsany other Person. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer Buyer acknowledges that the Company has granted rights similar to sell its Member Interest the rights granted to the Buyer pursuant to this Section 7.6paragraph G to one other purchaser of the Company's Series A 6% Convertible Preferred Shares and in the event that, it or one in addition to the Buyer, such other purchaser wishes to exercise such first refusal rights to purchase the applicable securities, the Company shall allocate such securities among the Buyer and such other purchaser on a pro-rata basis, based on the number of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of such securities each such Other RockGen Facility Leaseperson or entity wishes to purchase and the number of Series A 6% Convertible Preferred Shares then owned by each such person or entity.

Right of First Refusal. During the Lease Term when no Default or Event of Default exists and for a period of thirty (30) days following the expiration of the Lease Term, Landlord may not sell, transfer, assign, convey, pledge, or otherwise dispose of all or any portion of the Project or Landlord's interest in this Lease, other than a sale, assignment or conveyance in connection with a securitization or structured financing of the Project, without having first complied with the provisions of this Article XIV and the following terms and conditions: (a) Prior to any transfer or to entering into any contract to sell, transfer, assign, or convey all or any portion of the Project or Landlord's interest in this Lease to a third party, or prior to accepting any bona fide offer to purchase, buy, or acquire all or any portion of the Project or Landlord's interest in this Lease from a third party, Landlord shall give written notice of all the terms, provisions, and conditions with respect to such offer, including a copy of the proposed offer, to Tenant and Landlord shall offer to sell or to transfer to the Tenant the Project or Landlord's interest in the Lease which is the subject of such offer on the same terms, provisions, and conditions as are set forth in such third party offer. (b) Tenant shall have a period of ten (10) days from the date of its receipt of the written notice from Landlord to accept such offer on the same terms, provisions, and conditions stated in such written notice, which acceptance must be in writing and be received by Landlord prior to the expiration of such ten (10) day period. Any purported acceptance made orally shall be ineffective, and any purported acceptance which varies the terms of such offer shall be deemed a rejection thereof for all purposes. The closing of the purchase by Tenant shall be held at the time and place specified in the written notice from Landlord, or such earlier date as is specified by Tenant, but in no event later than the day the original offer would have been closed. (c) In the event Tenant delivers written notice of rejection to Landlord, or in the Owner Participant desires event Tenant fails to accept the offer in the manner required by Section 14.1(b) hereof, the offer made by Landlord shall be deemed to have been rejected by Tenant, and Landlord shall be free to sell, leasetransfer, assign, or convey or otherwise transfer its Member Interest or cause such interest to the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing third party on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration)terms, any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms provisions, and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice Tenant. (the "Notice Period"d) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such transaction is not consummated as provided in Section 14.1(c) hereof on or before thirty (30) days after the closing date specified in the notice from Landlord to Tenant, or in the event any material terms and provisions of such transaction are revised in any way that changes the agreement for changed following a rejection by Tenant, no sale, leasetransfer, assignment, or conveyance or transfer of such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction interest in the price Project or a change in the terms of payment thereof in a manner beneficial to Lease may be made unless the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseArticle XIV are again complied with.

Right of First Refusal. In (a) Subject to Article III, if the event Founder (the Owner Participant desires “Transferor”) proposes to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all Transfer any Ordinary Shares that represents more than 10% of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration then total issued and outstanding share capital of the Facility Lease Company to one or more Persons other than the Investor Shareholder (except excluding Transfers of Ordinary Shares in connection with an ESOP of the Company), with respect to the portion of the Ordinary Shares Transferred that exceeds 10% of the then total issued and outstanding share capital of the Company (the “Offered Securities”), the Transferor shall give the Investor Shareholder a written notice of the Transferor’s intention to effect the sale (the “Transfer Notice”), which shall include a description of the number of Offered Securities, the identity of the prospective transferee, the consideration and other material terms upon which the proposed sale is to be effected. For the avoidance of doubt, in the event that a Lease Event the Founder proposes to Transfer Ordinary Shares that represents no more than 10% of Default the then total issued and outstanding share capital of the Company to one or more Persons other than the Investor Shareholder, the Investor Shareholder shall have existed no right of first refusal. (b) The Investor Shareholder shall have an option within a period of ten (10) calendar days after the delivery of the Transfer Notice (the “Option Period”) to elect to purchase all or any portion of its Pro Rata Share of the Offered Securities at such time of termination or expiration), any such sale or other transfer shall be the same price and subject to the Facility Lessee's same terms and conditions as described in the Transfer Notice, by delivering a written notice (the “ROFR Exercise Notice”) to the Transferor and the Company before the expiration of the Option Period as to the number of such Offered Securities that the Investor Shareholder intends to purchase. Failure by the Investor Shareholder to give the “ROFR Exercise Notice” nor the “Co-Sale Exercise Notice” within the Option Period shall be deemed a consent to the Transfer and a waiver by the Investor Shareholder of its right of first refusal under this Section 4.01 and its right of co-sale Section 4.02 with respect to such Offered Securities. If the Investor Shareholder exercises its right under this Section 4.01, it shall be deemed the Investor Shareholder waived its rights of co-sale under Section 4.02. For the purpose of this Section 4.01, the “Pro Rata Share” of the Investor Shareholder of the applicable Offered Securities shall be equal to (i) the total number of such Offered Securities, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by the Investor Shareholder on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest date of the Owner Lessor's Interest or Transfer Notice and the Member Interest denominator of which shall be the Owner Participant, total number of Ordinary Shares held by the Investor Shareholder and which offers the Transferor on such date. (c) If the Investor Shareholder gives the Transferor and the Company a ROFR Exercise Notice that it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent desires to exercise its right of first refusal. If , then payment for the Facility Lessee elects Offered Securities to exercise be purchased shall be made by wire transfer in immediately available funds of the right provided in the preceding sentenceappropriate currency, it will within 60 days against transfer of such notice Offered Securities to be purchased and an executed instrument of transfer, at the principal executive offices of the Company within two (2) months after the "Agreement Period") execute a contract on date of the same terms and conditions as the offer giving rise ROFR Exercise Notice. Failure to consummate such right. If the Facility Lessee does not give such notice Transfer to the Owner Participant Investor Shareholder within the 45 day two (2) months prescribed period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to a waiver by the Owner Participant), the Owner Participant shall again comply with the notice and Investor Shareholder of its right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease4.01.

Right of First Refusal. In If the event Company should propose (the Owner Participant desires "Proposal") to sellissue Common Stock or securities convertible into Common Stock, leaseor to become obligated for any indebtedness having equity or other non-debt features at less than par value (e.g., convey having any attendant equity or otherwise transfer its Member Interest other features other than strictly calling for repayment of full face principal and accrued interest), or cause to issue any debt securities or other indebtedness having an effective annual interest rate in excess of 9.9% (each a "Right of First Refusal Security" and collectively, the Owner Lessor "Right of First Refusal Securities"), in each case on the date of issuance, during any period during which the Preferred Stock is issued and outstanding (the "Right of First Refusal Period"), the Company shall be obligated to sell all offer the Buyer on the terms set forth in the Proposal (the "Offer") and the Buyer shall have the right, but not the obligation, to accept such Offer on such terms. If during the Right of First Refusal Period, the Company provides written notice to the Buyer that it proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, then the Buyer shall have ten (10) business days to accept or substantially all reject such Offer in writing. If the Company fails to: (i) provide such written notice to the Buyer of a Proposal during the Right of First Refusal Period, (ii) offer the Buyer the opportunity to complete the transaction as set forth in the Proposal, or (iii) enter into an agreement with the Buyer, at such terms after the Buyer has accepted the Offer, then the Company shall pay to the Buyer, as liquidated damages, an amount in total equal to ten percent (10%) of the Owner Lessor's Interest at any time during amount paid to the three (3) year period commencing on Company for the termination or expiration Right of the Facility Lease (except in the event that a Lease Event First Refusal Securities. The foregoing Right of Default shall have existed at such time of termination or expiration), any such sale or other transfer First Refusal is and shall be subject senior in right to the Facility Lessee's any other right of first refusal on issued by the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from Company to any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsperson. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee Buyer shall exercise its purchase have no rights under this Section 7.6 only ifparagraph 4.G. in respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, concurrently therewithwarrants or other rights to purchase securities of the Company outstanding as of the date hereof, it exercises its purchase rights or (ii) under Section 7.6 the Company's ____ Employee Stock Option Plan (in the form and with respect to the number of each shares of Common Stock to which such Other RockGen Facility Leaseplan is subject on the date hereof).

Right of First Refusal. In (a) Any Transfer of Membership Interests requiring the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all giving of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration written notice under Section 11.3.1 of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer this Agreement shall be subject to the Facility Lessee's a right of first refusal on the part of the Company exercisable within twenty (20) business days (“Company Exercise Period”) of receipt of such Transfer Notice. During such period, the Company, acting through its remaining Members (without taking into account the Selling Member), subject to any restrictions imposed by law, shall have the right to elect to purchase all (and not less than all) (subject to the condition set forth below) of the Membership Interests (the “Subject Membership Interests”) proposed to be sold by the Selling Member at a purchase equal to the lesser of the following, as applicable: (i) the same terms as proposed by the proposed Transferee (including without limitation the cash purchase price proposed to be paid for the Subject Membership Interests by such Transferee), or, if such terms and conditions are not amenable to exact duplication, upon substantially equivalent terms and conditions or (ii) the Enterprise Value; provided, however, notwithstanding the foregoing, the Company shall have the right to exercise its right of first refusal and pay the purchase price with twenty percent (20%) in cash and the balance of the purchase price over sixty (60) equal monthly installments pursuant to a promissory note bearing interest at a rate of three percent (3%) per annum. If the Company does not elect to purchase, or is prohibited from purchasing under the Act, all of the Subject Membership Interests within such twenty (20) business day period, then such right of first refusal shall pass to the non-Selling Members in accordance with Section 11.3.2(b) below with respect to the Subject Membership Interests. (b) If the right of first refusal shall pass to the non-Selling Members as provided in Section 11.3.2(a) above, such remaining Members shall have the right to purchase at the purchase price and on the terms and conditions specified in the Transfer Notice all of the Subject Membership Interests offered by the Selling Member by giving notice of acceptance to the Selling Member within ten (10) business days of the earlier of the expiration of the Company Exercise Period or the non-Selling Members’ receipt of notice that the Company has not elected to purchase all of the Subject Membership Interests (“Member Exercise Period”). The remaining Members shall also have the right to purchase all the Subject Membership Interests on the same terms as the Company could have purchased the Subject Membership Interests; provided, however, that the remaining Members must purchase in the aggregate all of the Subject Membership Interests offered by the Selling Member. If the operation of the foregoing provisions of this Section 11.3.2(b) does not result in the purchase of all of the Subject Membership Interests offered by the Selling Member, then the Selling Member may sell all of the offered Subject Membership Interests to the proposed Transferee at the price and on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within Transfer Notice during a period of 45 forty-five (45) business days from and after immediately following the receipt by them expiration of such notice (the "Notice Member Exercise Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days sale of such notice Subject Membership Interests is not completed within such forty-five (the "Agreement Period"45) execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 business day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in if the price or a change terms or conditions of sale are materially modified from those contained in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility LeaseTransfer Notice, then the Facility Lessee shall exercise its purchase rights under procedures specified in this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease11.3 shall be repeated.

Right of First Refusal. In At any time after the event first ---------------------- occurrence of a Trigger Event and prior to the Owner Participant desires expiration of twenty-four (24) months immediately following the first purchase of Option Shares pursuant to this Agreement ("Expiration Date"), if Parent shall desire to sell, leaseassign, convey transfer or otherwise transfer its Member Interest or cause the Owner Lessor to sell dispose of all or substantially all any of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that a Lease Event of Default shall have existed at such time of termination or expiration), any such sale Company Shares or other transfer shall be subject securities acquired by it pursuant to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant Agreement, it shall give the Facility Lessee prompt Company written notice of all bona fide offers that have been received from any other Person the proposed transaction (a "Parent Offer Notice"), identifying the proposed transferee, accompanied by a copy of an offer to purchase such shares or acquire its interest other securities signed by such transferee (if Parent shall have received such a written offer) and setting forth the terms of the Owner Lessor's Interest or proposed transaction. A Parent Offer Notice shall be deemed an offer by Parent to the Member Interest Company, which may be accepted within five (5) business days of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentenceParent Offer Notice, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee. The purchase of any such shares or other securities by the Company shall be settled within five (5) business days of the date of the acceptance of the offer giving rise and the purchase price shall be paid to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth Parent in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participantimmediately available funds. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are failure or refusal of the Company to purchase all the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but not less than all, of such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable to the Owner Participant (it being understood and agreed that any reduction transferee than those set forth in the price or a change in Parent Offer Notice; provided that the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period sentence shall not exceed 45 days from limit the date rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 8(c) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than four percent (4%) of the Facility Lessee's notice accepting such new terms. Notwithstanding outstanding voting power of the foregoingCompany, if, concurrently (ii) any disposition of the Company Shares or other securities by a person to whom Parent has assigned its rights under the Option with the Owner Participant's offer consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to sell its Member Interest pursuant a wholly-owned subsidiary of Parent which agrees in writing to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then be bound by the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseterms hereof.

Right of First Refusal. (i) If any ▇▇▇▇▇▇ Partner (a “▇▇▇▇▇▇ Selling Partner”) proposes to transfer any Partnership Interests to any Person (other than as provided in Section 9.4(b)(i), (ii), (iii) or (iv)) pursuant to a bona fide written offer to purchase such Partnership Interests (a “Bona Fide Offer”), then such ▇▇▇▇▇▇ Selling Partner shall first give to the Partnership and to the GPC Partners a written notice (a “Notice of Sale”) setting forth in reasonable detail the terms and conditions under which the ▇▇▇▇▇▇ Selling Partner proposes to sell such Partnership Units pursuant to the Bona Fide Offer. (ii) Upon receipt of a Notice of Sale from a ▇▇▇▇▇▇ Selling Partner, the Partnership shall have the right, exercisable upon written notice to the ▇▇▇▇▇▇ Selling Partner and the GPC Partners within 30 days after the date of the Notice of Sale, to elect to purchase, directly or through a designee, all or a portion (subject to (iv) below) of the Partnership Units proposed to be sold by the ▇▇▇▇▇▇ Selling Partner at a purchase price equal to the purchase price per unit specified in the Notice of Sale (the “Specified Price”). Such notice shall state the percentage of Partnership Units to be purchased by the Partnership and that the Partnership shall purchase such Partnership Interests within 60 days of the date of receipt of the Notice of Sale. (iii) In the event that the Owner Participant desires Partnership shall elect not to sellpurchase, leaseor direct to an assignee the purchase of, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during Partnership Interests subject to the three Notice of Sale, the Partnership shall so notify the GPC Partners in writing (3the “Partnership Notice”) year period commencing on within 30 days after the termination or expiration date of the Facility Lease Notice of Sale. In such event, any GPC Partner shall have the right, exercisable upon written notice to the ▇▇▇▇▇▇ Selling Partner within 20 days after receipt of the Partnership Notice, to elect to purchase any or all Partnership Interests not purchased by the Partnership that are proposed to be sold by the ▇▇▇▇▇▇ Selling Partner at the Specified Price (except the “Purchasing Partner”). Such notice shall state the percentage of Partnership Interests to be purchased by the Purchasing Partner and that the Purchasing Partner shall purchase such Partnership Interests within 60 days of the date of receipt of the Partnership Notice. (iv) If the Partnership and the GPC Partners do not exercise their purchase rights in the event that a Lease Event manner and within the time periods provided in this Section 9.4(a) with respect to all of Default shall have existed at such time the Partnership Interests offered in the Notice of termination or expiration)Sale, the ▇▇▇▇▇▇ Selling Partner may sell all, but not less than all, of the Partnership Units subject to the Notice of Sale to any Person, for not less than the Specified Price and upon the terms set forth in the Notice of Sale. Any such sale or other transfer must be consummated within 120 days of the date of the Notice of Sale. (v) Any Partnership Units not sold pursuant to the provisions of paragraphs (i) through (iv) above shall again be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth restrictions contained in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, Agreement and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoingthereafter be transferred, if, concurrently except in compliance with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseAgreement.

Right of First Refusal. In the event (i) the Owner Participant desires to sell, lease, convey or otherwise transfer some or all of its Member Lessor Membership Interest or cause (ii) the Owner Lessor desires to sell all (or substantially the Owner Participant desires to cause Owner Lessor to) sell, lease, convey or otherwise transfer some or all of the Owner Lessor's Interest Interest, in either case on, or at any time during within two years after, the three (3) year period commencing on the expiration or termination or expiration of the Facility Lease (except in other than pursuant to SECTIONS 13, 14 and 17 of the event that Facility Lease) to any Person other than an Affiliate of the Owner Participant, the Facility Lessee or an Affiliate thereof, then, if and only if, as a result of such proposed sale, less than 50.1% of the Total Owner Lessor Interests or the Total Facility Ownership Interests would be held by GECC or Persons who are Affiliates of GECC, the Facility Lessee shall have the right, unless such sale is during the continuance of a Lease Event of Default shall have existed at Default, to purchase or acquire all, but not less than all, of such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal interest on the terms and conditions set forth in the bid that the Owner Participant or the Owner Lessor, as the case may be, intends to accept; PROVIDED, that the Owner Participant's or the Owner Lessor's right to transfer its Lessor Membership Interest or its Owner Lessor Interest during the Facility Lease Term pursuant to SECTION 8.1 shall not be impaired by the provisions of this Section 7.6SECTION 14.2 (but shall be subject to the provisions of SECTION 14. 1). The Owner Participant or the Owner Lessor, as the case may be, shall give the Facility Lessee prompt written notice of all bona fide BONA FIDE offers that it intends to accept that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or Lessor Membership Interest or any part of either during such two-year period following the Member Interest expiration or termination of the Owner ParticipantFacility Lease, and which offers it wishes to accept, together with a full and complete statement of the price and all of the material terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 thirty (30) days from and after the receipt by them the Facility Lessee of such notice (the "Notice Period") to notify the Owner Participant or the Owner Lessor, as the case may be, of its intent to irrevocable exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will shall within 60 days of such notice (purchase, and the "Agreement Period") execute a contract Owner Participant or Owner Lessor shall sell, all but not less than all of the Lessor Membership Interest or the Owner Lessor Interest on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to (except that neither the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, nor the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.Lessor

Right of First Refusal. In the event the Owner Participant desires Lessor hereby grants to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three (3) year period commencing on the termination or expiration of the Facility Lease (except in the event that Lessee a Lease Event of Default shall have existed at such time of termination or expiration), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest lease the Leased Premises, (herein called "the property") to be exercised in the following manner. If the Lessor shall receive a bona fide offer from another person or entity to purchase or lease the property, or any portion thereof, the Lessor shall send to the Lessee a copy of the Owner Lessor's Interest or proposed contract, and shall further notify the Member Interest Lessee of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. intention of the price and all of Lessor to accept the terms, conditions and provisions contained in such offerssame. The Facility Lessee shall thereafter then have the right within thirty (30) days to accept the terms of the said contract in its own name for the gross purchase price or rental and on the terms specified in the same contract, and shall enter into a period of 45 days from contract with Lessor setting forth those same terms and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusalconditions. If the Facility Lessee elects shall not so elect within the same period, the Lessor may then sell or lease the property to exercise the right said buyer or lessee, provided in the preceding sentence, it will within 60 days of that such notice (the "Agreement Period") execute a contract sale or lease is on the same terms and conditions as and for the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions price set forth in its notice the same contract submitted to the Facility Lessee, unless . This right of first refusal shall continue during the failure to execute the contract within 60 days is attributable to acts or omissions term of this lease agreement and for ten (10) years thereafter. This right of first refusal shall not prohibit any transfer of the Owner Participant. In property between the event that such terms are revised in any way that changes current owners, nor shall it prohibit the agreement for salegift or devise of the property by a current owner to spouse or issue, lease, conveyance or transfer such provided that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and this right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it binding upon said spouse or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Leaseissue.

Right of First Refusal. In During the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at any time during the three Term hereof (3) year period commencing on the termination or expiration of the Facility Lease (except in the event provided that a Lease no ---------------------- Event of Default has occurred and is continuing), Lessee shall have existed at such time of termination a first refusal option to purchase the Leased Property upon the same terms and conditions as Lessor, or expiration)its successors and assigns, any such sale shall propose to sell the Leased Property, or other transfer shall be have received an offer from a third party to purchase the Leased Property, which Lessor intends to accept (or has accepted subject to the Facility Lessee's right of first refusal on granted herein). If, during the Term, Lessor receives such an offer or reaches such agreement with a third party or proposes to offer the Leased Property for sale, Lessor shall promptly notify Lessee of the purchase price for the Leased Property and all other material terms and conditions of such agreement or proposed sale together with a copy of such offer, and Lessee shall have 30 days after receipt of such notice from Lessor within which time to exercise Lessee's option to purchase. If Lessee exercises its option, then such purchase shall be consummated within the time set forth in this Section 7.6the third-party offer and in accordance with the provisions of Article 17 hereof to the extent not inconsistent herewith. The Owner Participant If Lessee shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person not exercise Lessee's option to purchase or acquire its interest within said 30-day period after receipt of said notice from Lessor, Lessor shall be free for a period of 90 days after the Owner Lessor's Interest or expiration of said 30-day period to sell the Member Interest of Leased Property to the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of third party at the price and all of the terms, conditions and provisions contained terms set forth in such offersoffer. The Facility Whether or not such sale is consummated, Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent be entitled to exercise its right of first refusal. If the Facility Lessee elects to exercise the right refusal as provided in the preceding sentencethis Article, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions any subsequent sale of the Owner Participant. In Leased Property during the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions Term of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.

Right of First Refusal. In the event that during the Owner Participant desires Term, ART shall desire to sell, lease, convey sell or otherwise transfer its Member Interest dispose (other than a pledge or cause a grant of a lien or security interest) of any Shares to a third Person other than an Affiliate of ART at below Fair Market Value ("Prospective Sale"), then ART shall, unless prohibited by Applicable Law, promptly give written notice of the Owner Lessor Prospective Sale ("Notice of Prospective Sale") to the Principals. The Notice of Prospective Sale shall set forth all material terms and conditions of the Prospective Sale (including, without limitation, the identity of the third Person, if any), and shall constitute an offer by ART to sell all or substantially all such Shares to the Principals upon the same terms and conditions set forth in the Notice of the Owner Lessor's Interest Prospective Sale. Upon receipt of the Notice of Prospective Sale from ART and at any time within Thirty (30) days thereafter ("Election Period"), the Principals shall have the right to elect in writing (upon notice to ART) ("Election") to purchase such Shares upon the same terms and conditions contained in the Notice of Prospective Sale ("Right of First Refusal"), and if the Principals make an Election, the Principals shall have a period of Ninety (90) days after the Election to purchase such Shares from ART. The purchase and sale of such Shares shall be consummated by the Principals' payment to ART of the aggregate amount of the cash portion of the purchase price of such Shares (adjusted to account for any amounts ART is required to pay the Principals pursuant to Section 2.1) by wire transfer of immediately available funds to an account designated by ART and by delivery to ART to the non-cash portion of such purchase price, if any, free and clear of all liens and encumbrances of any kind, upon ART's delivery to the Principals of certificates representing the Shares to be purchased, duly endorsed in blank and in proper form for transfer to the Principals, free and clear of any liens and encumbrances of any kind created by ART. In the event: (a) the Principals decline to purchase such Shares by notice in writing to ART during the three Election Period; (3b) year period commencing on the termination Principals fail to notify ART within the Election Period of its election to purchase such Shares; or expiration (c) the Principals give ART notice of its Election to purchase such Shares during the Facility Lease Election Period but the Principals and ART fail to consummate such purchase and sale as provided above; then, in any one of such events, ART shall have the right to consummate the Prospective Sale to a third Person (except which, in the event that the identity of a Lease Event third Person is set forth in the Notice of Default Prospective Sale, shall have existed at be to such time of termination or expirationthird Person), any such sale or other transfer shall be subject to the Facility Lessee's right of first refusal on upon the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice Notice of all bona fide offers that have been received from any other Person Prospective Sale, but at a price per Share equal to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of greater than the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions per Share set forth in its notice the Notice of Prospective Sale, but only if the Prospective Sale is consummated within a further One Hundred Eighty (180) day period following the latest to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions occur of the Owner Participantevents referred to in clauses (a) through (c) above. In the event that If such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant Prospective Sale is not consummated within said further One Hundred Eighty (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant)180) day period, the Owner Participant Right Of First Refusal set forth in this Section 2.4 shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new termsapply. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.ARTICLE 3

Right of First Refusal. In (i) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Offered Securities unless in each case the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor Corporation shall have first offered to sell to the Preferred Stockholders all of such Offered Securities on the terms set forth herein. Each Preferred Stockholder shall be entitled to purchase up to its Equity Percentage of the Offered Securities. Each Preferred Stockholder may delegate its rights and obligations with respect to such Offer to one or more members of its Group, which members shall thereafter be deemed to be a “Preferred Stockholder” as applicable, for the purpose of applying this Section 2(c) to such Offer. For the avoidance of doubt, each Preferred Stockholder is waiving its right to purchase its Equity Percentage of the Series B Preferred Stock and accepts the allocations set forth in Schedule I of the Series B Preferred Stock Purchase Agreement of even date herewith. (ii) The Corporation shall deliver to each Preferred Stockholder written notice of the offer to sell the Offered Securities, specifying the price and terms and conditions of the offer (the “Offer”). The Offer by its terms shall remain open and irrevocable for a period of 20 days from the date of its delivery to such Preferred Stockholder (the “20-Day Period”), subject to extension to include the Excess Securities Period (as such term is hereinafter defined). (iii) Each Preferred Stockholder shall evidence its intention to accept the Offer by delivering a written notice signed by such Preferred Stockholder setting forth the number of shares that such Preferred Stockholder elects to purchase (the “Notice of Acceptance”). The Notice of Acceptance must be delivered to the Corporation prior to the end of the 20-Day Period. The failure by a Preferred Stockholder to exercise its rights hereunder shall not constitute a waiver of any other rights or of the right to receive notice of and participate in any subsequent Offer. (iv) If any Preferred Stockholder fails to exercise its right hereunder to purchase its Equity Percentage of the Offered Securities, the Corporation shall so notify the other Preferred Stockholders in a written notice (the “Excess Securities Notice”). The Excess Securities Notice shall be given by the Corporation promptly after it learns of any Preferred Stockholder’s intention not to purchase all of its Equity Percentage of the Offered Securities, but in no event later than ten (10) days after the expiration of the 20-Day Period. The Preferred Stockholders that have agreed to purchase their Equity Percentage of the Offered Securities shall have the right to purchase the portion not purchased by such Preferred Stockholder (the “Excess Securities”), on a pro rata basis, by giving notice within ten (10) days after receipt of the Excess Securities Notice from the Corporation. The twenty (20) day period during which (A) the Corporation must give the Excess Securities Notice to the other Preferred Stockholders and (B) each of the other Preferred Stockholders must give the Corporation notice of its intention to purchase all or substantially any portion of its pro rata share of the Excess Securities is hereinafter referred to as the “Excess Securities Period.” (v) If the Preferred Stockholders tender their Notice of Acceptance prior to the end of the 20-Day Period indicating their intention to purchase all of the Owner Lessor's Interest at any time during the three (3) year period commencing on Offered Securities or, if prior to the termination or of the Excess Securities Period, the Preferred Stockholders tender Excess Securities Notices to purchase all of the Excess Securities, the Corporation shall schedule a closing of the sale of all such Offered Securities. Upon the closing of the sale of the Offered Securities to be purchased by the Preferred Stockholders, each Preferred Stockholder shall (A) purchase from the Corporation that portion of the Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and an Excess Securities Notice, if applicable, upon the terms specified in the Offer and (B) execute and deliver an agreement further restricting transfer of such Offered Securities substantially as set forth in Sections 3(a), 3(b) and 3(c) hereof. In addition, with respect to the Offered Securities being purchased by the Preferred Stockholders, the Corporation shall provide each such Preferred Stockholder with the rights and benefits set forth herein. The obligation of the Preferred Stockholders to purchase such Offered Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Offer, which agreement shall be reasonably satisfactory in form and substance to the Preferred Stockholders and their respective counsel. (vi) The Corporation shall have ninety (90) days from the expiration of the Facility Lease 20-Day Period, or the Excess Securities Period, if applicable, to sell the Offered Securities (except including the Excess Securities) refused by the Preferred Stockholders (the “Refused Securities”) to any other person or persons, but only upon terms and conditions that are in the event that a Lease Event of Default shall have existed at all material respects (including, without limitation, price and interest rate) no more favorable to such time of termination other person or expiration)persons, any such sale or other transfer shall be subject and no less favorable to the Facility Lessee's right of first refusal on the Corporation than those terms and conditions set forth in this Section 7.6the Offer. The Owner Participant shall give Upon and subject to the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest closing of the Owner Lessor's Interest or the Member Interest sale of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the termsRefused Securities (which shall include full payment to the Corporation), conditions each Preferred Stockholder shall (A) purchase from the Corporation those Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and provisions contained an Excess Securities Notice, if applicable, upon the terms specified in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from Offer and after the receipt by them (B) execute and deliver an agreement restricting transfer of such notice Offered Securities (including the "Notice Period"Excess Securities) to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions substantially as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice Sections 3(a), 3(b) and 3(c) hereof. In addition, with respect to the Facility LesseeOffered Securities being purchased by the Preferred Stockholders, unless the failure Corporation shall provide each such Preferred Stockholder with the rights and benefits set forth herein. The Corporation agrees, as a condition precedent to accepting payment for and making delivery of any Refused Securities to any executive officer, employee, consultant or independent contractor of or to the Corporation, or to any other person, to have each and every such person execute and deliver a stock restriction agreement in the contract within 60 days is attributable to acts or omissions form approved by the Board (including a majority of the Owner ParticipantSeries A Directors) to the extent such purchaser has not already executed such Agreement. In The obligation of the event that Preferred Stockholders to purchase such terms are revised in any way that changes Offered Securities (including the Excess Securities) is further conditioned upon the preparation of a purchase agreement for sale, lease, conveyance or transfer such that embodying the terms of the sale Offer, which agreement shall be reasonably satisfactory in form and substance to such Preferred Stockholders and their respective counsel. (vii) In each case, any Offered Securities not purchased either by the Preferred Stockholders, or by any other person in accordance with this Section 2(c) may not be sold or otherwise disposed of until they are less favorable again offered to the Owner Participant (it being understood and agreed that any reduction Preferred Stockholders under the procedures specified in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner ParticipantSections 2(c)(i), the Owner Participant shall again comply with the notice (ii), (iii), (iv), (v) and right of first refusal provisions of this Section (vi) hereof. (viii) Each Preferred Stockholder may, by prior to entering into such revised agreement; provided thatwritten consent, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell waive its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 2(c); provided, however, that such rights may be waived on behalf of all Preferred Stockholders by the vote of two-thirds of the Preferred Stockholders (including the vote of the Requisite New Investors (as defined in the Certificate)). Such a waiver shall be deemed a limited waiver and shall only if, concurrently therewith, it exercises its purchase rights under Section 7.6 apply to the extent specifically set forth in the written consent of each such Other RockGen Facility LeasePreferred Stockholder.

Right of First Refusal. In Until the event seventh anniversary of the Owner Participant date hereof, if a Holder of Stock (an "Offering Stockholder") desires to sell, lease, convey Transfer any or otherwise transfer its Member Interest or cause the Owner Lessor to sell all or substantially all of the Owner Lessor's Interest at shares of Stock then owned by such Offering Stockholder (the "Transfer Stock") to any time during person other than a Permitted Transferee of such Holder or in any manner other than in a bona fide public distribution pursuant to an effective registration statement under the three Securities Act, such Offering Stockholder shall give written notice (3the "Offer Notice") year period commencing on to the termination or expiration Company of the Facility Lease (except in terms and conditions of the event that a Lease Event of Default proposed sale, and the Company shall have existed the right and option (but not the obligation) to purchase the Transfer Stock at such time of termination or expiration), any such sale or the price and upon the other transfer shall be subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6the Offer Notice. The Owner Participant right of first refusal provided for herein shall give be exercisable by the Facility Lessee prompt Company upon delivery of written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Purchase Notice") to the Offering Stockholder not more than 10 business days after receipt by the Company of the Offer Notice (the "Exercise Period"). If the Company exercises its right of first refusal hereunder, consummation of the purchase of the Transfer Stock pursuant thereto shall occur on such date as the Company and the Offering Stockholder mutually shall agree, but in no event later than 10 business days next following the date on which the Company shall have delivered the Purchase Notice to the Offering Stockholder; subject to extension of such 10-day period as necessary to comply with applicable securities and other laws and regulations. Upon exercise of the foregoing right of first refusal, the Company and the Offering Stockholder shall be contractually obligated to consummate the purchase contemplated thereby and shall use their reasonable best efforts to obtain all requisite consents and approvals in connection therewith. If the Company declines to purchase the Transfer Stock as provided in this Section 2.2, the Offering Stockholder thereafter shall have the right for a period of 120 days next following the expiration of the Exercise Period (the "Open Sale Period") to notify transfer all or any portion of the Owner Participant Transfer Stock subject to the Transfer Offer, free and clear of its intent the restrictions and limitations of this Section 2.2, in one or a series of bona fide transactions; provided, however, that such transfer may only be effected pursuant to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same general terms and conditions as the offer giving rise to such right. If the Facility Lessee does (including price) not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner more beneficial to the potential purchaser shall be deemed to be less favorable Offering Stockholder than those contained in the Offer Notice. If any Transfer Stock is not sold or transferred pursuant to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section 2.2 prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date expiration of the Facility Lessee's notice accepting Open Sale Period, such new termsTransfer Stock again shall become subject to the provisions and restrictions hereof. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell The Company may assign its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if2.2 to Approved Transferees who shall be entitled to deliver the Purchase Notice and purchase the Transfer Stock in accordance with the identical terms of this Section 2.2. Notwithstanding any of the foregoing, concurrently therewiththe provisions of this Section 2.2 no longer shall be of any force or effect (a) at such time as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have sold 60% or more of the Common Stock beneficially owned by them on the date hereof; provided, it exercises however, that Transfers of Common Stock by them to family members, to charitable organizations or to trusts for estate planning purposes shall not constitute Transfers for purposes of this paragraph; or (b) if at any time after the second anniversary of this agreement, 15% or less of the Common Stock is beneficially owned by CBS and its purchase rights under Section 7.6 Permitted Transferees. The terms of each such Other RockGen Facility Leaseclause (b) in the preceding sentence shall not be applicable if CBS and its Permitted Transferees beneficially own 15% or less of the Common Stock as a result of Transfers by CBS or its Permitted Transferees of at least 50% of the Common Stock acquired by CBS or its assignees pursuant to the Stock Purchase Agreement and the Warrant.

Right of First Refusal. In the event the Owner Participant desires to sell, lease, convey or otherwise transfer its Member Interest or cause the Owner Lessor Upon intent to sell all the property, Owner shall first offer the Residence for sale to the City or substantially all its assignee by delivering a written "Notice of Intent to Sell" to the City. City or its assignee shall have forty-five (45) calendar days from receipt of the Owner LessorOwner's Interest at any time during "Notice of Intent to Sell", to accept or refuse the three offer. If the City accepts the offer, escrow shall close within ninety (390) year period commencing on the termination or expiration days from receipt of the Facility Lease (except "Notice of Intent to Sell". In no event shall City become in any way liable to Owner, nor become obligated in any manner, by reason of the event that assignment of its right to purchase, nor shall City be in any way obligated or liable to Owner for any failure of City's assignee to consummate a Lease Event purchase of Default shall have existed at such time the premises or to comply with the terms of termination any purchase and sale agreement. The following transfers of title or expiration), any such sale or other transfer shall be interest therein are not subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 7.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior deed: transfer by gift, devise, or inheritance to entering into such revised agreementowner's spouse or issue; provided thattaking of title by surviving joint tenant; transfer of title to spouse as part of annulment, for such revised offerdivorce, the Notice Period dissolution or separation proceedings; acquisition of title or interest therein in conjunction with marriage; provided, however, that these covenants shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently continue to run with the Owner Participanttitle to Residence following said transfer. In the event the City or its assignee does not accept the Owner's offer to sell its Member Interest pursuant within forty-five (45) days from the receipt of "Notice of Intent to Sell", Owner may sell the residence subject to the following requirements: A. The City shall determine the Resale Price in accordance with Section 9 of this Section 7.6Agreement. B. The Owner shall provide the City with a written "Notice of Sale of Residence" prior to the sale of the Residence. Prior to such sale, it or one City shall determine the eligibility of its Affiliates offers the proposed buyer in accordance with the requirements of this Agreement. C. The new buyer shall occupy the residence as the principal place of residence; the buyer may not earn more than eighty percent (80%) of the Area Median Income. D. Owner (Seller) shall enter into a purchase and sale agreement which contains provisions establishing eligibility requirements consistent with this Agreement. The subsequent buyer shall, prior to sell any close of escrow, execute an agreement with the City in a form prescribed by the City, under the terms of which the new buyer shall assume the obligations and duties and agree to be bound by the restrictions of this Agreement. Said agreement shall be made part of the deed to be recorded upon sale of transfer of interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility LeaseResidence.