Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If Except for transfers described in Section 6.4, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a Member receives sale, must be a bona fide offer (“Offer”) which prospective purchaser, the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice date of the receipt proposed transfer, the proposed transfer price (in terms of a dollar amount) and the Offer together with the principal other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and transfer. For a statement as to the identity period of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to elect to purchase the Offered InterestTransferor. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member Partnership does not elect to purchase the Offered Interestentire interest, then it shall notify the Selling Member may accept Other Partners of the Offer andportion of the interest it did not elect to purchase, pursuant theretoand the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, sell but not less than all, of the Offered Interest and, notwithstanding anything interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the contrary contained herein ownership interest in the Partnership owned by such Other Partners (includingomitting, without limitationfor purposes of such calculation, Section 8.5 hereof), upon such sale the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Offered Interest and Other Partners declines to purchase his proportion of such interest, the execution remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the transferee Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer may transfer all or any part of the Member's interest in the Company (the "Interest") as follows: 8.2.1. The Member desiring to transfer his or her Interest first must provide written notice (hereinafter referred to as the “Notice”) to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (hereinafter referred to as the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose ). 8.2.2. For a period of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3. Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 45 days after expiration of the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased30- day notice period. (b) The non8.2.4. If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-selling Member shall have sixty (60) days after day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Interest on the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms described in the Offer, and the non-selling transferring Member shall deliver may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the Selling Member contrary, should the full purchase sale to a third person be at a price against delivery of an instrument appropriately transferring or on terms that are more favorable to the Offered Interest sold thereby. (c) If purchaser than stated in the non-selling Member does not elect to purchase the Offered InterestOffer, then the Selling transferring Member may accept must reoffer the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by remaining Members at that other price or other terms; provided, further, that if the transferee of this Agreement, sale to a third person is not closed within six months after the transferee shall become a Member expiration of the Company. However30-day period describe above, if then the Selling Member does not sell the Offered Interest pursuant provisions of Section 8.2 will again apply to the Offer within ninety (90) days after Interest proposed to be sold or conveyed. 8.2.5. Notwithstanding the termination (by passage foregoing provisions of time or otherwise) Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the rights other Members of first refusal created under this the Company in accordance with the provisions of Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendent, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. If a Member receives a bona fide offer In the event any holder of Warrants or Warrant Shares (“Offer”) which the Member (“Selling Member”"Offeror") proposes to acceptsell all or any portion of the Warrants or Warrant Shares owned by the holder to a person or entity other than an affiliate of the holder, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Offeror shall furnish first deliver to the non-selling Member Company a written notice ("Notice of Proposed Sale") specifying the name and address of the proposed purchaser ("Proposed Purchaser"), the number of Warrants or Warrant Shares proposed to be sold to the Proposed Purchaser ("Offered Shares"), and all of the terms, including the price, of the proposed sale and stating that the Company has the right to purchase the Offered Shares in accordance with the following terms: (i) During the 30-day period following receipt of the Offer together with Notice of Proposed Sale ("Exercise Period"), the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right to purchase all (but not less than all) of the Member Interest (“Offered Interest”) proposed to be sold by Shares, at the Selling Member upon price and subject on the terms specified in the Notice of Proposed Sale. The company shall give written notice of its election to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to Offeror during the procedures of Section 8.7Exercise Period. (aii) The price at which If the Offered Interest may be Shares have not been purchased by the Company as specified herein, the Offeror shall be have the right, but only for a period of six (6) months after the expiration of the Exercise Period, to sell the Offered Shares to the Proposed Purchaser at the price contained specified in the Offer. If the price contained in the Offer shall consist (in whole or in part) Notice of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedProposed Sale. (biii) The non-selling Member Warrants or Warrant Shares sold to a Proposed Purchaser as provided herein shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing continue to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election subject to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Warrant, and the Company shall not be obligated to issue a new Warrant therefor in the name of such Proposed Purchaser unless that Proposed Purchaser agrees in writing to become bound by the terms hereof. (iv) For purposes of this Article X an affiliate shall mean each and every corporation, partnership, person, or other entity controlling, controlled by, or under common control with, the holder of any Warrant or Warrant Shares.

Right of First Refusal. If If, following the Restricted Period, but prior to a Member Public Offering, the Employee Stockholder or any Permitted Transferee receives a bona fide offer to purchase any or all of his shares of Stock (“the "Offer”") from a third party (the "Offeror") which the Member (“Selling Member”) proposes Employee Stockholder or any such Permitted Transferee wishes to accept, whether or not solicitedthe Employee Stockholder shall cause the Offer to be reduced to writing and shall notify WMC, to sell or otherwise dispose of its entire Member Interest in the Companycase of an Offer to purchase Option Stock, then or Holding, in the Selling Member shall furnish case of an Offer to the non-selling Member written notice purchase Common Stock, in writing of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed his or her wish to be sold, and a statement as to the identity of the real party in interest making accept the Offer. The non-selling MemberEmployee Stockholder's notice shall contain an irrevocable offer to sell such shares of Stock to WMC or Holding, as the case may be (in the manner set forth below), at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by WMC or Holding of the Employee Stockholder's notice, WMC or Holding, as the case may be, shall then have the right and option to purchase elect to purchase, or to arrange for a third party (including WMC, Holding or Ripplewood) to elect to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of WMC or its designee or Holding or its designee, as the case may be, at the equivalent all cash price, determined in good faith by WMC's or Holding's, as the case may be, Board of Directors, by delivering notice of such election to the Employee Stockholder within such 30-day period. If WMC or Holding, as the case may be, exercises such right, it shall deliver a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder or any Permitted Transferee (as the case may be) at the principal office of WMC against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder and the Permitted Transferee, within 10 business days following its election. If at the end of the 30-day period, WMC or Holding has not notified the Employee Stockholder of its election in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Employee Stockholder and the Permitted Transferee may, during the succeeding 60-day period, sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures of Section 8.7. Offeror at a price and on terms no less favorable to the Employee Stockholder or the Permitted Transferee (aas the case may be) The price at which the Offered Interest may be purchased shall be the price than those contained in the Offer. If Promptly after such sale, the price contained in Employee Stockholder or the Offer Permitted Transferee (as the case may be) shall consist (in whole notify WMC or in part) Holding, as the case may be, of consideration other than cashthe consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by WMC or Holding. If, payable at the closing thereof or at a later date, end of 60 days following the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt expiration of the notice to elect 30-day period for WMC or Holding to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the OfferStock, the non-selling Member shall deliver to Employee Stockholder or the Selling Member Permitted Transferee (as the full purchase price against delivery of an instrument appropriately transferring case may be) has not completed the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of such shares of Stock as aforesaid, all the Offered Interest and the execution by the transferee restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Stock.

Right of First Refusal. If (a) Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Member receives Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide offer fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the proposed sale (a “Third Party Offer”) from a third party that is not an affiliate of such ROFR Transferor (the “Third Party”), which the Member ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Selling MemberOffered Shares”) proposes to acceptdoes not accurately reflect the Fair Market Value of such Offered Shares, whether or not solicited, to sell or otherwise dispose and the Third Party Offer shall contain a description of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice all of the receipt of the Offer together with the principal consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to shall include the identity of the real party in interest making Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. The non-selling MemberFor the avoidance of doubt, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed any Shares to be sold by transferred to a Third Party pursuant to a Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to any Class B Stockholder upon the Selling Member upon and subject to the terms and conditions as set forth exercise of its rights in this Section 8.2. This Section 8.2 5.4 shall not apply be converted to any sale pursuant to the procedures shares of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedClass A Common Stock. (b) The non-selling Member shall Each Offeree will have sixty (60) days after 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices ROFR Transferor of the Companyits, his or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s her respective election to purchase the Offered InterestShares. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver The ROFR Transferor will notify each Offeree as to the Selling Member number of Offered Shares that other Class B Stockholders did not elect to purchase pursuant to this Section 5 within two Business Days following such election (the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby“Offeree Notice”). (c) If the non-selling Member does Offerees have not elected to purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of such election period to elect to purchase the remaining Offered Interest, then Shares. If the Selling Member may accept the Offer and, pursuant thereto, offer to sell the Offered Interest Shares is oversubscribed at the expiration of any election period, such Offered Shares and the Third Party Price in respect thereof will be allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of the Offered Shares which bears the same ratio to the Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed among such electing Offerees, provided that no Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the amount set forth in its election. (d) Subject to Section 5.4(e) and Section 5.4(f), the closing of the sale to the Offerees pursuant to an Offering will be held as soon as practicable after the expiration of all of the election periods under Section 5.4(c), and, notwithstanding anything in any event, no later than (i) 30 days after such expiration, if the value of such Offered Shares is less than $100 million, and (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not certificated, the ROFR Transferor will cause such Shares to be transferred by book-entry transfer or other similar means, in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the Third Party Price or allocable portion thereof in cash or by certified or bank cashier’s check or wire or interbank transfer of funds. (e) The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the contrary contained herein Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (includingi) the expiration (or earlier termination) of any applicable waiting period and, without limitationif extended, Section 8.5 hereof)the extended waiting period under the HSR Act, upon such and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Interest Shares, including any required consent or approval of the NBA or NHL. The ROFR Transferor and the execution purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the transferee of this AgreementOfferees will not be binding on the ROFR Transferor if (x) the Offerees have not elected, the transferee shall become a Member as provided in Section 5.4(c), to purchase all of the Company. However, if Offered Shares or (y) the Selling Member does Offerees have not sell closed on the purchase of all the Offered Interest Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the Offer within ninety (90) terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of 120 days after the termination (by passage of time or otherwise) expiration of the last election period in Section 5.4(c) or, if later, the last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to sell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the terms of the Third Party Offer. If such Offered Shares are not sold prior to the Expiration Date, all rights of first refusal created under to sell such Offered Shares pursuant to such Third Party Offer, without making another offer to the Offerees pursuant to this Section 8.25.4, the Selling Member may not thereafter transfer the Offered Interest, without again complying with will terminate and the provisions of this Section 8.25.4 will continue to apply to any proposed transfer in the future.

Right of First Refusal. If a Without limitation to any other provision contained herein (including SECTION 8.1 above), in the event that any Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to acceptTransfer any of such Member's Membership Interests (or any beneficial interests therein) in a Third Party Sale, whether or not solicited, to sell or otherwise dispose of its entire such Member Interest in the Company, then the Selling Member first shall furnish to the non-selling Member give written notice of his intention to do so, via certified mail, to the LLC. The notice of intention shall constitute an irrevocable offer by such Member to sell to the LLC (an "OFFER TO SELL") the Offered Interests (as defined below). The Offer to Sell from such Member ("OFFERING MEMBER") must name the proposed transferee and specify the portion of such Membership Interests proposed to be so transferred ("OFFERED INTERESTS"), the price, and the terms of payment and all other terms of the proposed transaction. Any such Transfer not made in accordance with this SECTION 8.6 shall be null and void and the LLC shall not be obligated to treat the transferee in such transaction as a Member of record or for any other purpose. Within thirty (30) days following receipt of the Offer together with to Sell by the principal terms and conditions of LLC (the sale"LLC OPTION PERIOD"), including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, LLC shall then have the right to purchase some or all of the Member Interest (“Offered Interest”) proposed to be sold by Interests at the Selling Member price and upon and subject to the terms and conditions as set forth in this Section 8.2such Offer to Sell. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest option may be purchased shall be exercised by a written election signed by the price contained in Manager provided that such exercise complies with the Offerprovisions of the Act, and such other pertinent governmental restrictions as are now or may hereafter become effective. If the price contained in LLC fails to exercise its right of first refusal as to any of the Offer Offered Interests, the LLC shall consist give written notice thereof immediately after the expiration of the LLC Option Period to the Members (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest any Member who may be so purchased. proposing to transfer Offered Interests), who for thirty (b30) The nondays following receipt of such notice (the "MEMBERS OPTION PERIOD") will have the option to purchase at the price and upon the terms and conditions set forth in such Offer to Sell, the remaining Offered Interests, pro rata in proportion to each such Member's then Percentage Interest in the LLC vis-selling a-vis each other; PROVIDED, FURTHER, that if any such Member shall have elects not to purchase his/its pro rata portion of such Offered Interests, then the remaining such Members (if any) will be entitled to purchase (on the terms and conditions described in this SECTION 8.6) his/its pro rata share of the Offered Interests not elected to be purchased by the other Members. In the event all of the Offered Interests are not purchased by the LLC, or by the other Members within the Members Option Period, said Offered Interests may be transferred at any time within sixty (60) days after receipt of thereafter to the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated proposed transferee in the OfferThird Party Sale upon the terms and conditions set forth in the relevant Offer to Sell; PROVIDED, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered InterestHOWEVER, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the that any transferee of this Agreement, the transferee shall become a Member of the Company. Howeverownership hereunder and his or her spouse, if the Selling Member does not sell the any, first agree by execution of a copy of this Agreement to hold such Offered Interest pursuant Interests subject to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with all the provisions of this Section 8.2Agreement (such transferee holding such Offered Interests subject to this Agreement to be included in the term Member herein), and on the terms specified therein, provided that immediately upon such transfer, the proposed transferee executes and becomes bound by this Agreement and any amendments or revisions hereto.

Right of First Refusal. If a Member receives a (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, intention to sell or otherwise dispose of its entire Member Interest in transfer such Shares, (ii) the Company, then the Selling Member shall furnish to the non-selling Member written notice name and address of the receipt proposed purchaser(s), (iii) the number of Shares the Offer together with Optionee proposes to sell (the principal “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, including the minimum Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Sale PriceAcceptance Notice”) at which such interest is proposed to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be soldpurchased pursuant to this Section 7, and against delivery by the Optionee of a statement as certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the identity Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the real party Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in interest making the Offer. Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within 60 days from the date of the Offer Notice and any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in this Section 7. (c) The non-selling Member, shall then have Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right to purchase of first refusal set forth in this Section 7, provided that the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and Shares so transferred shall remain subject to the terms and conditions as set forth in of this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures Agreement and no further transfer of Section 8.7. (a) The price at which the Offered Interest such Shares may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, made without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.27. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, 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 rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. Upon the terms and subject to the conditions of this Section 8(i), Contributor grants the Original Shareholders a right of first refusal with respect to any sale or other disposition for value by Contributor (a "Transfer") of any Equity Interest. (i) If Contributor desires to effect a Member receives Transfer of some or all of its Equity Interest pursuant to a bona fide offer (“an "Offer”") which the Member from any person or entity (“Selling Member”) proposes to acceptan "Offeror"), whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Contributor shall furnish to the non-selling Member give written notice of the receipt such Offer (a "First Refusal Notice") to each of the Original Shareholders. The First Refusal Notice shall specify the number or amount of securities comprising the Equity Interest proposed to be transferred pursuant to such Offer together with (the principal "First Refusal Interest"), the price proposed to be paid by the Offeror (the "Offer Price"), the identity of the Offeror and the other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldOffer, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in accompanied by a true and correct copy of the Offer. If any part of the price contained consideration proposed in the Offer shall consist (in whole or in part) consists of consideration property other than cash, payable at the closing thereof or at a later date, price proposed to be paid pursuant to such Offer shall be deemed to include the cash equivalent fair market value of such other non-cash consideration, as determined in good faith by the board of directors of Associated. If Contributor objects to the fair market value, as so determined, Contributor may require that Associated obtain a determination of the fair market value of such non-cash consideration pursuant to the procedures set forth in paragraph (v) of this Section 8(i), and such determination shall be included in the price at which the Offered Interest may be so purchasedfinal and binding on all parties. (bii) The non-selling Member Each Original Shareholder shall have sixty (60) days after receipt of the notice to elect option to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held First Refusal Interest at the principal executive offices Offer Price and on such other terms as are set forth in the Offer, by giving notice to Contributor within thirty (30) days of receipt by such Original Shareholder of the CompanyFirst Refusal Notice (an Original Shareholder which gives such notice being referred to as an "Accepting Original Shareholder"), or at and by purchasing such other location as may be agreed by First Refusal Interest for the partiesOffer Price in cash, against delivery of the First Refusal Interest (with appropriate transfer documentation) free and clear of any Liens within sixty(60fifteen (15) days following the date expiration of such thirty (30) day period; provided, however, that if Accepting Original Shareholders elect in the aggregate to purchase more than 100% of the First Refusal Interest, then the portion of the First Refusal Interest which may be purchased by any Accepting Original Shareholder that has elected to purchase more than such Accepting Original Shareholder's Pro Rata Share (as defined below) of the First Refusal Interest shall be reduced (based on each such Accepting Original Shareholder's Pro Rata Share), but not below such Accepting Original Shareholder's Pro Rata Share; and provided, further, that the date for such purchase may be deferred solely to the extent necessary to obtain any governmental consents or approvals required to complete such purchase or, if applicable, to the extent necessary to complete the determination of the fair market value of any non-selling Member’s cash consideration proposed to be paid by the Offeror, as provided in paragraph (i) above. For purposes of this paragraph (ii) of this Section 8(i), an Accepting Original Shareholder's "Pro Rata Share" shall be the percentage which such Accepting Original Shareholder's ownership interest in Associated represents of the ownership interest in Associated of all Accepting Original Shareholders. (iii) If the Original Shareholders do not give timely notice of their election to purchase the Offered entire First Refusal Interest. At , or if such notice is timely given but the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Accepting Original Shareholders fail to purchase the Offered entire First Refusal Interest within the applicable time period specified in this Section 8(i), then Contributor may, within the 90-day period immediately following the expiration of the period during which the Original Shareholders may give notice of such election, or, if applicable, within the 90-day period immediately following such failure to purchase the entire First Refusal Interest, then transfer the Selling Member may accept First Refusal Interest to the Offeror at a price not less than the Offer and, pursuant thereto, sell Price and on the Offered Interest and, notwithstanding anything same terms and subject to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of same conditions as were set forth in the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the CompanyFirst Refusal Notice. However, if the Selling Member If Contributor does not sell the Offered complete such Transfer within such 90-day period, no subsequent Transfer of all or any part of its Equity Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, be made without again complying with this Section 8(i), it being understood and agreed that the provisions retention by Contributor of a security interest in some or part of the First Refusal Interest which is transferred shall not mean that such Transfer has not been completed. (iv) If Contributor fails to comply with this Section 8(i) with respect to all or any part of its Equity Interest (including without limitation any beneficial interest therein), any attempted or purported Transfer thereof shall be void and of no force or effect. (v) The fair market value of any non-cash consideration or property the value of which is to be determined pursuant to the last sentence of paragraph (i) of this Section 8.28(i) shall be determined in accordance with the following procedure: Contributor and Associated shall each select a nationally recognized appraiser, which shall determine the valuation or other issue in question. If the higher of the two original appraisal values is not more than ten percent (10%) above the lower appraisal value, the value in question shall be the value agreed upon by the two original appraisers or, in the absence of such an agreement, the value in question shall be the average of the two original appraisal values. If the higher of the two original appraisal values is more than ten percent (10%) above the lower appraisal value, the two appraisers shall select a third nationally recognized appraiser who shall determine a value which shall be at least equal to the lower appraisal value and whose determination of the value in question shall be final and binding on all parties. All costs and expenses relating to any appraisal or review conducted under this paragraph shall be borne by Associated. (vi) This Section 8(i) shall not apply to the sale by Contributor in the public market of Contributor Registrable Securities registered under the Securities Act or pursuant to Rule 144 under the Securities Act.

Right of First Refusal. (a) If a Member receives a bona fide offer Founder (the “Offer”) which the Member (“Selling MemberOffering Founder”) proposes to acceptmake or allow a Transfer (as defined herein) to any Person (other than a Transfer related to an Involuntary Transfer, whether which is covered by Section 3.2 below), of all or not solicitedany part of the securities of the Company now owned or hereafter acquired by him, to sell her or otherwise dispose of its entire Member Interest in the Companyit (“Option Shares”), then the Selling Member Offering Founder shall furnish give written notice thereof (the “Notice”) to the non-selling Member written notice Purchaser. The Notice shall contain an offer to sell the Option Shares to the Purchaser in accordance with the terms of this Agreement, and shall, as applicable: (i) State the name and address of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7.transferee; (aii) The price at which State the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashamount, payable at the closing thereof or at a later date, the cash equivalent type and fair market value of the consideration to be received for the Option Shares and the other terms of the proposed Transfer as are necessary to fully understand the terms of the offer to Transfer; and (iii) Include a copy of the executed agreement, if any, between the Offering Founder and any such other consideration shall be included in third party purchaser covering the price at which the Offered Interest may be so purchasedOption Shares. (b) The non-selling Member shall have sixty (60) For 15 calendar days after receipt of the notice Notice (the “Offer Period”), the Purchaser shall have the right, but shall not be obligated, to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices all or any portion of the Company, or at such other location as Option Shares. This right may be agreed exercised by the parties, within sixty(60) days following Purchaser by giving written notice of exercise to the date Offering Founder before expiration of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyOffering Period. (c) If the non-selling Member does not elect Purchaser elects to purchase all or a portion of the Offered InterestOption Shares, then the Selling Member may accept purchase of the Offer and, Option Shares so elected to be purchased shall be consummated within a period of 30 calendar days following the expiration of the Offering Period. The Offering Founder shall have the right to Transfer all of the Option Shares not so elected to be purchased by the Purchaser pursuant thereto, sell the Offered Interest and, notwithstanding anything to this Section 3.1 to the contrary contained herein transferee named in the Notice upon the terms stated therein. Any Option Shares not so Transferred, and any Option Shares reacquired by the Offering Founder subsequent to its Transfer, shall be subject to the provisions and conditions of this Agreement. (including, without limitation, Section 8.5 hereof), upon such sale d) The purchase price of the Offered Interest and the execution Option Shares purchased by the Purchaser pursuant to the terms of this Section 3.1 shall be the same price as offered by the proposed transferee as described in the Notice, or an equivalent amount of cash as reasonably determined by the parties (unless there is a dispute as to the determination of such amount, in which case it shall be determined in good faith by a majority of the directors). (e) For purposes of this Agreement, “Transfer” and any derivations thereof shall mean a conveyance, sale, disposition, pledge, hypothecation or other transfer. For purposes of this Agreement, when “Transfer” or any derivations thereof is used in relation to Company securities, it shall include the transferee shall become a Member sale, conveyance, disposition, pledge or other transfer of any rights, voting powers or other interests in such securities. (f) Notwithstanding the foregoing, shares of capital stock of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Company beneficially owned by Founders that are used to the Offer within ninety (90) days after the termination (by passage of time or otherwise) settle obligations of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with Company or its subsidiaries shall be excluded from the provisions of this Section 8.23.1 to the extent that Purchaser is provided with reasonable written evidence that said shares are being used for such purpose.

Right of First Refusal. If If, prior to the later of the fifth anniversary of the Effective Date or a Member Public Offering (as hereinafter defined), the Employee Stockholder receives a bona fide offer to purchase any or all of his shares of Stock (the “Offer”) from a third party (the “Offeror”) which the Member (“Selling Member”) proposes Employee Stockholder wishes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Employee Stockholder shall furnish to the non-selling Member written notice of the receipt of cause the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, reduced to writing and a statement as shall notify the Company in writing of his wish to the identity of the real party in interest making accept the Offer. The non-selling MemberEmployee Stockholder’s notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall then be accompanied by a copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by the Company of the Employee Stockholder’s notice, the Company shall have the right and option to purchase purchase, or to arrange for a third party to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder. If at the end of such 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Employee Stockholder may during the succeeding 60 day period sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures of Section 8.7. (a) The Offeror at a price at which and on terms no less favorable to the Offered Interest may be purchased shall be the price Employee Stockholder than those contained in the Offer. If Promptly after such sale, the price contained in Employee Stockholder shall notify the Offer Company of the consummation thereof and shall consist (in whole or in part) furnish such evidence of consideration other than cashthe completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, payable at the closing thereof or at a later date, end of 60 days following the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt expiration of the notice to elect 30 day period for the Company to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Employee Stockholder has not completed the sale of such shares of the CompanyStock as aforesaid, all the restrictions on sale, transfer or at assignment contained in this Agreement shall again be in effect with respect to such other location as may be agreed by the parties, within sixty(60) days following the date shares of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyStock. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If (a) Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Member receives Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide offer fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the proposed sale (a “Third Party Offer”) from a third party that is not an affiliate of such ROFR Transferor (the “Third Party”), which the Member ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Selling MemberOffered Shares”) proposes to acceptdoes not accurately reflect the Fair Market Value of such Offered Shares, whether or not solicited, to sell or otherwise dispose and the Third Party Offer shall contain a description of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice all of the receipt of the Offer together with the principal consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to shall include the identity of the real party in interest making Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. The non-selling MemberFor the avoidance of doubt, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed any Shares to be sold by transferred to a Third Party pursuant to a Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to any Class B Stockholder upon the Selling Member upon and subject to the terms and conditions as set forth exercise of its rights in this Section 8.2. This Section 8.2 5.4 shall not apply be converted to any sale pursuant to the procedures shares of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedClass A Common Stock. (b) The non-selling Member shall Each Offeree will have sixty (60) days after 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices ROFR Transferor of the Companyits, his or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s her respective election to purchase the Offered InterestShares. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver The ROFR Transferor will notify each Offeree as to the Selling Member number of Offered Shares that other Class B Stockholders did not elect to purchase pursuant to this Section 5 within two Business Days following such election (the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby“Offeree Notice”). (c) If the non-selling Member does Offerees have not elected to purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of such election period to elect to purchase the remaining Offered Interest, then Shares. If the Selling Member may accept the Offer and, pursuant thereto, offer to sell the Offered Interest Shares is oversubscribed at the expiration of any election period, such Offered Shares and the Third Party Price in respect thereof will be allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of the Offered Shares which bears the same ratio to the Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed among such electing Offerees, provided that no Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the amount set forth in its election. (d) Subject to Section 5.4(e) and Section 5.4(f), the closing of the sale to the Offerees pursuant to an Offering will be held as soon as practicable after the expiration of all of the election periods under Section 5.4(c), and, notwithstanding anything in any event, no later than (i) 30 days after such expiration, if the value of such Offered Shares is less than $100 million, and (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not certificated, the ROFR Transferor will cause such Shares to be transferred by book-entry transfer or other similar means, in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the Third Party Price or allocable portion thereof in cash or by certified or bank cashier’s check or wire or interbank transfer of funds. (e) The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the contrary contained herein Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (includingi) the expiration (or earlier termination) of any applicable waiting period and, without limitationif extended, Section 8.5 hereof)the extended waiting period under the HSR Act, upon such and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Interest Shares. The ROFR Transferor and the execution purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the transferee of this AgreementOfferees will not be binding on the ROFR Transferor if (x) the Offerees have not elected, the transferee shall become a Member as provided in Section 5.4(c), to purchase all of the Company. However, if Offered Shares or (y) the Selling Member does Offerees have not sell closed on the purchase of all the Offered Interest Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the Offer within ninety (90) terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of 120 days after the termination (by passage of time or otherwise) expiration of the last election period in Section 5.4(c) or, if later, the last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to sell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the terms of the Third Party Offer. If such Offered Shares are not sold prior to the Expiration Date, all rights of first refusal created under to sell such Offered Shares pursuant to such Third Party Offer, without making another offer to the Offerees pursuant to this Section 8.25.4, the Selling Member may not thereafter transfer the Offered Interest, without again complying with will terminate and the provisions of this Section 8.25.4 will continue to apply to any proposed transfer in the future.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Except for a Permitted Transfer or a Transfer of a ROFO Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashpermitted by Section 5.01, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling no Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (directly Transfer any Membership Interest unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying complies with the provisions of this Section 8.25.02. (b) Except for a Permitted Transfer or a Transfer of a ROFO Interest permitted by Section 5.01, in the event that a Member (a “ROFR Seller”) receives a bona fide offer from a third party (a “Proposed Transferee”) for a direct Transfer of all of the ROFR Seller’s Membership Interest (the “ROFR Interest”), and the ROFR Seller desires to accept such offer, the ROFR Seller shall first provide a notice (a “ROFR Notice”) to the other Members, specifying the identity of the Proposed Transferee, the purchase price proposed by such third party for the ROFR Interest (the “ROFR Price”), and the material terms and conditions of such proposed direct Transfer; provided, however, that notwithstanding anything in this Section 5.02 to the contrary, (i) the ROFR Seller shall not be permitted to directly Transfer the ROFR Interest to the Proposed Transferee if the ROFR Price includes any consideration other than cash and (ii) the terms of such direct Transfer shall otherwise be in accordance with Article IV hereof. (c) Delivery of the ROFR Notice to the other Members shall constitute an offer (a “ROFR Offer”) by the ROFR Seller to sell the ROFR Interest to the other Members at the ROFR Price, in cash, and upon the other material terms and conditions of the proposed direct Transfer to the Proposed Transferee; provided, however, that the ROFR Offer (i) shall not include any terms or conditions that do not directly relate to a sale and direct Transfer of the Membership Interests, (ii) shall not include any terms or conditions the performance or satisfaction of which are dependent upon the identity or status of, or other circumstances specific to, the Proposed Transferee, (iii) shall be deemed to include, as a condition to the consummation of such direct Transfer, receipt of such approvals of governmental authorities as may be required by law for a direct Transfer of the Membership Interests by the ROFR Seller to the applicable Member and (iv) shall otherwise be in accordance with Article IV hereof. The ROFR Offer shall remain outstanding for a period of thirty (30) days after the delivery of the ROFR Notice. (d) Each Member (other than the ROFR Seller) shall have thirty (30) days following delivery of a ROFR Notice to elect to accept such ROFR Offer by delivery of written notice of such acceptance to the ROFR Seller (a “ROFR Acceptance Notice”). In the event that more than one such Member delivers a ROFR Acceptance Notice and satisfies the conditions to closing thereunder, the rights to purchase the ROFR Interest shall be allocated among such Members upon the closing of such sale in proportion to their then-existing Ownership Percentages or in such other proportion as such Members may agree. (e) If one or more such Members delivers a ROFR Acceptance Notice within thirty (30) days following delivery of the ROFR Notice, each such party and the Company shall use its commercially reasonable efforts to obtain, as promptly as possible thereafter, any and all consents, approvals and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. A sale and purchase of the ROFR Interest to one or more Members pursuant to this Section 5.02 shall be made at the offices of the Company on or before the later of (i) the date that is one hundred and twenty (120) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. (f) If no Member delivers a ROFR Acceptance Notice within thirty (30) days after receiving the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Seller shall be permitted to directly Transfer the ROFR Interest to the Proposed Transferee upon the terms in the ROFR Notice, provided, that (i) such direct Transfer complies with all other applicable terms and restrictions of this Agreement, including Article IV, and (ii) such direct Transfer occurs on or before the later of (i) the date that is one hundred and fifty (150) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase.

Right of First Refusal. (a) If a Member receives a bona fide offer at any time any Common Holder (the “OfferSeller”) which desires (or is required) to Transfer any Shares to a third party other than the Member Company (the “Selling MemberBuyer”), such Seller shall provide notice of such proposed sale to the Company and the Investors in accordance with Section 2.3 hereof, and the Company shall have a period of 15 days after its receipt of such notice (such date of receipt, the “Notice Date”) proposes to accept, whether or not solicited, elect to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice purchase all of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) Shares proposed to be sold or transferred by the Selling Member upon Seller (the “Offered Shares”) at the same price per share and subject to on the same terms and conditions as set forth involved in this Section 8.2such sale or disposition. This Section 8.2 The Company shall not apply to any sale pursuant promptly deliver a copy of each such notice to the procedures members of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) its Board of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedDirectors. (b) The non-selling Member shall have sixty (60) days after receipt of If the notice to Company does not elect to purchase all of the Offered InterestShares pursuant to Section 2.1(a), then for a period of 30 days from the Notice Date, each Investor (or any transferee of the Investor) shall have the right to require, as a condition to such sale or transfer, that the Seller sell to such Investor (or such transferee) at the same price per share and on the same terms and conditions as involved in such sale or disposition that percentage (subject to overallotment rights) of the Offered Shares expressed by a fraction, the numerator of which is the number of shares of Common Stock (less any shares of Ineligible Stock (as defined below)) and Preferred Stock (on an as-converted to Common Stock basis) then held by the Investor (or such transferee), and the denominator of which is the aggregate number of all shares of Common Stock (less all shares of Ineligible Stock) and Preferred Stock then held by all the Investors and transferees of the Investors, if any, on an as-converted to Common Stock basis. Notwithstanding the foregoing, any such Investor may, at the time it accepts the offer, subscribe to purchase any or all securities offered (“Oversubscription Securities”) which may be available as a result of the rejection, or partial rejection, of the offer by other Investors. All Oversubscription Securities shall be offered, on a pro rata basis, to those Investors electing to purchase Oversubscription Securities. The purchase transaction (unless otherwise agreed sale of Oversubscription Securities shall continue pursuant to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices process set forth in the immediately preceding sentence until all of the Company, or at such other location as may be agreed Offered Shares have been purchased by the parties, within sixty(60) days following the date of the non-selling Member’s election Investors or until no Investor desires to purchase the any remaining Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyShares. (c) If Notwithstanding the non-selling Member does foregoing, in the event that the Company and the Investors do not elect to purchase all of the Offered InterestShares, then the Selling Member Seller may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Shares to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Buyer, except as provided in Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.22.2.

Right of First Refusal. (a) If a Member receives a bona fide offer (“Offer”) which the Member (“"Selling Member”") proposes to accept, whether or not solicited, shall desire to sell or otherwise dispose all (but not part) of its entire Member Interest Membership Interests (which, for purposes of this Section 10.04, shall be deemed to include, in the Companycase of Ashland, the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall furnish give notice (the "Offer Notice") to the non-selling other Member, identifying the proposed purchaser from whom it has received a bona fide offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the Membership Interests being sold) and the other material terms and conditions upon which the Selling Member written notice is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or purchase of any property other than such Membership Interests (other than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer together with the principal terms and conditions of the saleNotice to elect, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as by notice to the identity of the real party in interest making the Offer. The non-selling Selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Membership Interests offered for sale on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNotice. (b) The non-selling If a Member makes such election, the notice of election shall have sixty (60) state a closing date not later than 60 days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election Offer Notice. If such Member breaches its obligation to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to Membership Interests of the Selling Member on the full same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than where such breach is due to circumstances beyond such Member's reasonable control), then, in addition to all other remedies available, the Selling Member may, at any time for a period of 270 days after such default, sell such Membership Interests to any person at any price against delivery of an instrument appropriately transferring and upon any other terms without further compliance with the Offered Interest sold therebyprocedures set forth in Section 10.04. (c) If the nonother Member gives notice within the 30-selling day period following the Offer Notice from the Selling Member does that it elects not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Membership Interests, the Selling Member may not thereafter transfer may, within 120 days after the Offered Interestend of such 30-day period (or 270 days in the case where such parties have received a second request under HSR), without again complying with sell such Membership Interests to the provisions identified purchaser (subject to clause (iii) of Section 10.01(c)) on terms and conditions no less favorable to the Selling Member than the terms and conditions set forth in such Offer Notice. In the event the Selling Member shall desire to offer the Membership Interests for sale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the procedures set forth in this Section 8.210.04 must again be initiated and applied with respect to the terms and conditions as modified.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which In addition and subject to the restrictions contained in the other provisions of this Article 9, and with respect to any Member, in the event that any Member (in its capacity as such, a “Selling Transferring Member”) proposes desires to accept, whether Transfer all or not solicited, to sell or otherwise dispose a portion of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) other than pursuant to Transfers permitted by Section 9.1, and the Transferring Member has received a bona-fide arm's length written offer to purchase such Offered Interest, then the Transferring Member shall deliver written notice (a “Sale Notice”) to the other Member. The Sale Notice shall describe in reasonable detail the proposed offer including the Member Interests to be sold by Transferred, the Selling Member upon consideration to be paid, and subject to the terms name and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to address of the procedures proposed purchaser of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased“Proposed Transferee”). (b) The non-selling transferring Member shall have sixty the right but not an obligation (60such right, a “ROFR Right”) days after to purchase all or a part of the Offered Interest at the same price set forth in the Sale Notice from the Transferring Member and, if the price set forth in the Sale Notice references consideration other than cash, then the non-transferring Member may elect to pay the fair market value of such consideration in cash if it exercises the ROFR Right. To the extent the non-transferring Member desires to exercise the ROFR Right, it shall, within fifteen (15) Business Days of the receipt of the Sale Notice, deliver a notice to elect the Transferring Member setting forth the amount of Offered Interest it proposes to purchase on the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms and conditions set forth in the OfferSale Notice (such notice, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby“Election Notice”). (c) If In the event that the non-selling transferring Member does not elect to purchase the Offered Interestdelivers an Election Notice, then it shall negotiate in good faith and use commercially reasonable efforts to (i) enter into customary definitive documentation for the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest (that contains customary representations and warranties, covenants and indemnities) on the execution by terms and conditions set forth in the transferee of this Agreement, Election Notice and (ii) consummate the transferee shall become a Member sale of the Company. HoweverOffered Interest as soon as practicable and, if in any event, no more than 45 days after having received notice of the Selling acceptance of the offer, which may be extended to the extent necessary to secure required governmental approvals. (d) If the non-transferring Member does not sell deliver an Election Notice, then, for a period of 90 days from the date the Election Notice was due, the Transferring Member may Transfer the Offered Interest pursuant to the Offer within ninety (90) days after Proposed Transferee set forth in the termination (by passage Sale Notice on terms the same as or no more favorable to the Proposed Transferee than those set forth in the Sale Notice. For the avoidance of time or otherwise) doubt, in the event that a Transferring Member does not effect the Transfer of the rights of first refusal created under this Section 8.2Offered Interest within such 90 day period, the Selling Member may not thereafter transfer the Offered Interest, without then any Transfer shall again complying with be subject to the provisions of this Section 8.29.2.

Right of First Refusal. If (a) Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Member receives Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide offer fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the proposed sale (a “Third Party Offer”) from a third party that is not an affiliate of such ROFR Transferor (the “Third Party”), which the Member ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Selling MemberOffered Shares”) proposes to acceptdoes not accurately reflect the Fair Market Value of such Offered Shares, whether or not solicited, to sell or otherwise dispose and the Third Party Offer shall contain a description of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice all of the receipt of the Offer together with the principal consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to shall include the identity of the real party in interest making Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. The non-selling MemberFor the avoidance of doubt, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed any Shares to be sold by transferred to a Third Party pursuant to a Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to any Class B Stockholder upon the Selling Member upon and subject to the terms and conditions as set forth exercise of its rights in this Section 8.2. This Section 8.2 5.4 shall not apply be converted to any sale pursuant to the procedures shares of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedClass A Common Stock. (b) The non-selling Member shall Each Offeree will have sixty (60) days after 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices ROFR Transferor of the Companyits, his or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s her respective election to purchase the Offered InterestShares. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver The ROFR Transferor will notify each Offeree as to the Selling Member number of Offered Shares that other Class B Stockholders did not elect to purchase pursuant to this Section 5 within two Business Days following such election (the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby“Offeree Notice”). (c) If the non-selling Member does Offerees have not elected to purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of such election period to elect to purchase the remaining Offered Interest, then Shares. If the Selling Member may accept the Offer and, pursuant thereto, offer to sell the Offered Interest Shares is oversubscribed at the expiration of any election period, such Offered Shares and the Third Party Price in respect thereof will be allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of the Offered Shares which bears the same ratio to the Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed among such electing Offerees, provided that no Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the amount set forth in its election. (d) Subject to Section 5.4(e) and Section 5.4(f), the closing of the sale to the Offerees pursuant to an Offering will be held as soon as practicable after the expiration of all of the election periods under Section 5.4(c), and, notwithstanding anything in any event, no later than (i) 30 days after such expiration, if the value of such Offered Shares is less than $100 million, and (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not certificated, the ROFR Transferor will cause such Shares to be transferred by book entry transfer or other similar means, in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the Third Party Price or allocable portion thereof in cash or by certified or bank cashier’s check or wire or interbank transfer of funds. (e) The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the contrary contained herein Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (includingi) the expiration (or earlier termination) of any applicable waiting period and, without limitationif extended, Section 8.5 hereof)the extended waiting period under the HSR Act, upon such and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Interest Shares. The ROFR Transferor and the execution purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the transferee of this AgreementOfferees will not be binding on the ROFR Transferor if (x) the Offerees have not elected, the transferee shall become a Member as provided in Section 5.4(c), to purchase all of the Company. However, if Offered Shares or (y) the Selling Member does Offerees have not sell closed on the purchase of all the Offered Interest Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the Offer within ninety (90) terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of 120 days after the termination (by passage of time or otherwise) expiration of the last election period in Section 5.4(c) or, if later, the last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to sell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the terms of the Third Party Offer. If such Offered Shares are not sold prior to the Expiration Date, all rights of first refusal created under to sell such Offered Shares pursuant to such Third Party Offer, without making another offer to the Offerees pursuant to this Section 8.25.4, the Selling Member may not thereafter transfer the Offered Interest, without again complying with will terminate and the provisions of this Section 8.25.4 will continue to apply to any proposed transfer in the future.

Right of First Refusal. If (a) If, at any time after the Effective Date, Landlord receives from a Member receives third party a bona fide written offer (“Offer”) to lease the Expansion Space which the Member (“Selling Member”) proposes Landlord desires to accept,, whether or not solicitedthe Landlord, before accepting the offer, shall send the Tenant written notice of the proposed offer to sell or otherwise dispose lease the Expansion Space, which notice shall embody the terms of its entire Member Interest the offer and a copy of the offer, together with a written notification from the Landlord of Landlord’s intention to accept the offer embodied in the Companynotice if the offer is not accepted by the Tenant. The Tenant shall have the right, then the Selling Member shall furnish to the non-selling Member written notice within seven (7) business days of the receipt of the Offer together with written notice from Landlord (the principal terms and conditions of “Refusal Period”), to accept the sale, including offer to lease the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Expansion Space on the terms and conditions as set forth in this Section 8.2the written notice. This Section 8.2 shall not apply In the event the Tenant elects to any sale pursuant to accept the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained offer embodied in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later datewritten notice, the cash equivalent fair market value of such other consideration shall be included in Tenant must do so by notifying Landlord by written notice within the price at which the Offered Interest may be so purchasedRefusal Period. (b) The non-selling Member shall have sixty If (60i) days after receipt of the Tenant does not accept the offer embodied in the written notice to elect to purchase within the Offered Interest. The purchase transaction Refusal Period provided in paragraph (unless otherwise agreed to with third-party purchasersa) shall be consummated at a closing to be held at the principal executive offices of the Company, hereof or at such other location as may be agreed by the parties, within sixty(60(ii) days following on the date of Tenant’s acceptance of the non-selling Member’s election offer to purchase lease the Offered Interest. At Expansion Space or on the closingdate upon which such Expansion Space is to be occupied by Tenant, unless otherwise stipulated (x) this Lease is not in full force and effect or (y) Tenant is in material default under the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered InterestLease beyond all applicable cure periods, then the Selling Member may accept offer embodied in the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest written notice shall be deemed withdrawn and the execution by Landlord shall be free to lease the transferee Expansion Space to third parties free and clear of this Agreement, the transferee shall become a Member Right of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2First Refusal.

Right of First Refusal. (a) If a Member receives or an Interest Holder (the “Offeror”) desires to transfer all or part of his Membership Rights or Interest in the Company (the “Offered Interest”), he shall notify the Company and the Remaining Members that he has received a bona fide written offer (the “Purchase Offer”) which from a person (the Member (“Selling MemberPurchaser”) proposes to acceptpurchase the Offered Interest for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, whether with or not solicitedwithout interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the first business day following the end of the Offer Period, as hereinafter defined. (b) Prior to making any transfer that is subject to the terms of this section 7.6, the Offeror shall give to the Company and each other Member written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Interest to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or otherwise dispose more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of its entire Member Interest in any ▇▇▇▇▇▇▇ money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price. (c) The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the thirtieth day following the day of the Offer Notice. (d) At any time during the first twenty-five (25) days of the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Interest, by giving written notice of such acceptance to the Offeror and each other Offeree and the Company, which notice shall indicate the maximum Offered Interest that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer with respect to all of the Offered Interest, the Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Interest that corresponds to the ratio of the percentage of the Offered Interest that such Accepting Offeree indicated a willingness to purchase to the aggregate percentages of the Offered Interest that all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Firm Offer as to all of the Offered Interest during the first twenty-five (25) days of the Offer Period, then the Selling Member Company shall have the option to purchase such remaining Offered Interest by giving written notice of such acceptance to all of the Accepting Offerees and the Offeror during the Offer Period. If the Company does not accept the Firm Offer as to all such remaining Offered Interest, the Firm Offer shall be deemed to be rejected in its entirety. (e) In the event that the Firm Offer is accepted, the closing of the sale of the Offered Shares shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Company, the Offeror and the Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of the Firm Offer and this section 7.6. (f) If the Firm Offer is not accepted in the manner hereinabove provided, the Offeror may sell the Offered Interest to the Purchaser at any time within sixty (60) days after the last day of the Offer Period, provided that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with other terms, conditions, and restrictions of this Agreement that are not expressly made inapplicable to sales occurring under this section 7.6. In the event that the Offered Interest is not sold in accordance with the terms of the preceding sentence, the Offered Shares shall again become subject to all of the conditions and restrictions of this section 7.6. (g) All sales pursuant to a Purchase Offer shall be made in accordance with applicable federal and state securities laws and the remaining Members can require the Offeror to furnish to the non-selling Member written notice remaining Members, at the Offeror’s expense, an opinion of the receipt of the Offer together with the principal terms and conditions of the salecounsel, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement reasonably acceptable as to the identity form, substance and issuer thereof, that such sale is exempt from applicable federal and state securities registration requirements. All Shares sold pursuant to this section 7.6 to a proposed Purchaser shall, except to the extent otherwise provided, continue to be subject to the terms of this Agreement. (h) In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Interest pursuant to the terms of the real party Firm Offer and this section 7.6, the Offeror shall notify in interest making writing (the “Default Notice”) each other Accepting Offeree and/or the Company who accepted the Firm Offer. The non-selling Member, if any, and each other Accepting Offeree and/or the Company shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures portion of Section 8.7. (a) The price at which the Offered Interest may be not purchased shall be by reason of the price contained default in the Offer. If same proportions as they agreed to purchase the price contained in the Offer shall consist (in whole or in part) remainder of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. by giving written notice of such acceptance to the Offeror within ten (b) The non-selling Member shall have sixty (6010) days after of the receipt of the notice to elect Default Notice, in which event a closing shall take place in accordance with section 7.6(e). If such other Accepting Offerees and the Company do not exercise their right to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices such portion of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interestas provided in this section 7.6(h), then the Selling Member Firm Offer shall be deemed to be rejected and the Offeror may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything as provided in section 7.6(f). In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell purchase the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) terms of the rights of first refusal created Firm Offer and this section 7.6, then such Accepting Offeree and/or the Company shall have no right to purchase the Offered Interest under this Section 8.2, the Selling Member may not thereafter transfer 7.6; provided that if the Offered InterestInterest is not sold to an Accepting Offeree and/or the Company or to the Purchaser within six (6) months from the date of the Firm Offer, without again complying with then such Accepting Offeree and/or the provisions of Company shall retain its right to purchase an Offered Interest pursuant to this Section 8.2section 7.6.

Right of First Refusal. If (a) If, following the date which is one year after the date hereof, a Member Seller (such Seller, an "Offering Stockholder") receives a bona fide offer (the “Offer”) which the Member from any unaffiliated third party (a “Selling MemberThird Party Purchaser”) proposes to accept, whether purchase any or not solicited, all of the Seller Shares owned by such Seller (the "Offered Shares") and the Offering Stockholder desires to sell or otherwise dispose of its entire Member Interest in Transfer the CompanyOffered Shares to the Third Party Purchaser pursuant to such Offer, then the Selling Member shall furnish Offering Stockholder must first make an offering of the Offered Shares to the non-selling Member written notice of the receipt of the Offer together Purchaser in accordance with the principal terms and conditions provisions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased2.03. (b) The non-selling Member shall have sixty (60) Offering Stockholder shall, within five business days after receipt of the Offer from the Third Party Purchaser, give written notice (the "Offering Stockholder Notice") to elect to purchase the Purchaser stating that it has received a bona fide offer from a Third Party Purchaser and specifying: (i) the number of Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Shares proposed to be held at Transferred by the principal executive offices Offering Stockholder; (ii) the identity of the CompanyThird Party Purchaser; (iii) the per share purchase price and the other material terms and conditions of the Transfer, or at such other including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (iv) the proposed date, time and location as may of the closing of the Transfer, which shall not be agreed by the parties, within sixty(60) less than 60 days following from the date of the non-selling Member’s election Offering Stockholder Notice. The Offering Stockholder Notice shall constitute the Offering Stockholder's offer to purchase Transfer the Offered Interest. At Shares to each ROFR Purchaser (as hereinafter defined), which offer shall be irrevocable for the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyROFR Notice Period (as hereinafter defined). (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding Notwithstanding anything to the contrary contained herein herein, the Purchaser’s right of first refusal contemplated by this Section 2.03 shall be assignable by the Purchaser to the Company, Nahmad or any other Affiliate of the Purchaser. (includingd) Upon receipt of the Offering Stockholder Notice, without limitationthe Purchaser and, if applicable, its assignee under this Section 8.5 hereof)2.03 (the “ROFR Purchaser”) shall have thirty days (the "ROFR Notice Period") to elect, upon such sale in its sole discretion, to purchase all, but not less than all, of the Offered Interest Shares on the terms specified in the Offering Stockholder Notice (subject to the right of the ROFR Purchaser pursuant to Section 2.03(e) below to pay the purchase price solely in cash), by delivering a written notice of such election (a "ROFR Notice") to the Offering Stockholder. Any ROFR Notice shall be binding upon delivery and irrevocable by the ROFR Purchaser. (e) If the ROFR Purchaser elects to purchase all, but not less than all, of the Offered Shares pursuant to this Section 2.03, the ROFR Purchaser and the execution Offering Stockholder shall take all actions as may be reasonably necessary to consummate the purchase and sale of such Offered Shares, including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate, and making all payments in connection therewith, within 30 days after delivery of the ROFR Notice (or if such 30 day period expires during a period in which “insiders” of the Company are prohibited from purchasing or selling securities of the Company and such prohibition applies to the exercise of the ROFR Purchaser’s rights hereunder, within 10 days following the expiration of such restricted period). Notwithstanding anything to the contrary contained herein, if all or any portion of the consideration proposed to be paid by the transferee of this AgreementThird Party Purchaser for the Offered Shares as set forth in the Offering Stockholder Notice is other than cash, the transferee ROFR Purchaser shall become a Member have the option exercisable in its sole discretion by specifying the same in the ROFR Notice to pay the purchase price solely in cash, in which case the fair market value of the proposed non-cash consideration shall be determined in good faith by the disinterested members of the Company’s Board of Directors. HoweverAll cash payments shall be paid by certified check or by wire transfer of immediately available funds to an account designated in writing by the Offering Stockholder to the ROFR Purchaser. (f) If the ROFR Purchaser does not elect in an ROFR Notice delivered during the ROFR Notice Period to purchase all, but not less than all, of the Offered Shares, (i) the Purchaser and, if the Selling Member does not sell applicable, ROFR Purchaser shall be deemed to have waived their rights to purchase the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created Shares under this Section 8.22.03, and (ii) the Offering Stockholder may, during the 60-day period immediately following the expiration of the ROFR Notice Period and subject to Section 2.03(g), Transfer to the Third Party Purchaser all but not less than all of the Offered Shares on terms and conditions no more favorable to the Third Party Purchaser than those set forth in the Offering Stockholder Notice. If the Offering Stockholder does not Transfer the Offered Shares within such period, the Selling Member may not thereafter transfer rights provided under this Section 2.03 shall be deemed to be revived and the Offered Interest, without again complying with Shares shall not be Transferred to the provisions of Third Party Purchaser or otherwise pursuant to this Section 8.22.03 unless the Offering Stockholder sends a new Offering Stockholder Notice in accordance with, and otherwise complies with, this Section 2.03. (g) Notwithstanding anything to the contrary contained herein, it shall be a condition to any Transfer of Offered Shares pursuant to this Section 2.03 that the Third Party Purchaser to whom or which the Offered Shares are Transferred agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A, (i) to be bound by this Agreement as a Seller with respect to all of the Offered Shares Transferred to such Third Party Purchaser, and (ii) that all of the Offered Shares Transferred to such Third Party Purchaser remain subject to this Agreement and all of the terms, conditions and restrictions hereof as Seller Shares.

Right of First Refusal. If (a) Except for any Transfer of the Equity Shares or Equity Securities of Network18 to any of its Affiliates in accordance with Section 4.3(c) or by OCP pursuant to Section 8.2, in the event that any Shareholder desires to Transfer all or a Member receives portion of the Equity Shares or Equity Securities held by it (the “Selling Shareholder”) pursuant to a bona fide offer by any Person (“OfferOfferor”), the Selling Shareholder shall immediately deliver a written notice (“Offer Notice”) which to the Member other Shareholders (“Selling MemberOther Shareholder”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest describing accurately and in reasonable detail the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the saleoffer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement timing as to execution, the identity number of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and Equity Shares or Equity Securities subject to the offer (the “Offer Shares”) and the price to be paid for such Equity Shares or Equity Securities pursuant to such offer, the name and address of the Offeror, any agreements or documents to be executed and delivered relating to such offer, any related terms and conditions as set forth in and any additional information reasonably required by the Other Shareholder. Notwithstanding any provision of this Section 8.2. This Section 8.2 Agreement, the Selling Shareholder shall not apply to Transfer the Offer Shares to, or enter into any sale pursuant to binding agreement in respect of the procedures Offer Shares with, the Offeror unless and until the terms and requirements of Section 8.7. 8.3(b) through (ag) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedare satisfied. (b) The non-selling Member Upon the Offer Notice being delivered to the Other Shareholder, the Other Shareholder shall have sixty (60) days after receipt the right, exercisable at its sole discretion but subject to Section 8.4 of this Agreement to purchase on a pro rata basis to its Percentage Interest all, but not less than all, of the notice Offer Shares offered to elect it, on such terms and conditions that are no less favourable to purchase the Offered InterestOther Shareholder than those specified in the Offer Notice in accordance with the terms of Section 8.2(c). The purchase transaction (unless otherwise agreed to with third-Other Shareholder may only exercise the right contained in this Section directly, provided, however, that the Other Shareholder may also exercise the right contained herein through a third party purchasers) shall be consummated at a closing to be held at which has, in the principal executive offices sole and absolute discretion of the CompanySelling Shareholder, or at such other location as may be agreed been approved in writing by the partiesSelling Shareholder (the “Selling Shareholder Consent”), within sixty(60no later than seven (7) days following Business Days from the date of such request by the Other Shareholder. If the Selling Shareholder does not deliver the Selling Shareholder Consent within 7 Business Days of the request by the Other Shareholder, such non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member delivery shall deliver to constitute a deemed rejection by the Selling Member Shareholder, provided, however, that in no event whatsoever shall the full purchase price Selling Shareholder be liable for, and no rights or claims shall arise or result against delivery of an instrument appropriately transferring the Offered Interest sold therebySelling Shareholder from such failure to deliver the Selling Shareholder Consent. (c) If the non-selling Member Other Shareholder, in its sole discretion, elects to purchase or nominate a third party to purchase, as applicable, all, but not less than all, of the Offer Shares offered to it pursuant to Section 8.3(b) above, the Other Shareholder shall, within the time period set forth in the Offer Notice, provided that such period shall in no event be less than thirty (30) calendar days from the date the Offer Notice is received by the Other Shareholder (such period, the “Offer Period”), give to the Selling Shareholder a notice in writing exercising its right of first refusal (a “RFR Notice”). If a RFR Notice is provided by the Other Shareholder, the transaction of purchase and sale shall be completed by the Other Shareholder within the time frame specified in the offer by the Offeror, provided that such period shall in no event be less than ten (10) Business Days following the expiry of the Offer Period, and provided further that such obligation to complete the transaction shall be is subject to receipt of requisite governmental approvals which approvals shall be promptly applied for by the Company, the Other Shareholders and/or the Selling Shareholder, as the case may be and as applicable, in good faith. (d) If the Other Shareholder, in its sole discretion, does not elect exercise its rights under Section 8.3(b), and does not, within the Offer Period, provide the RFR Notice then the remaining Other Shareholder shall have the right to purchase all the Offered InterestOffer Shares that have been rejected or not accepted by such Other Shareholder on a pro rata basis to the remaining Other Shareholder exercising such right. The Company shall provide at least 10 days notice to the remaining Other Shareholder to exercise their right to purchase all the Offer Shares that have been rejected or not accepted by the Other Shareholder. In case all the Other Shareholder do not exercise its rights under Section 8.3(b), then and does not, within the Offer Period and, or 10 days notice period as mentioned above, provide the RFR Notice, the Selling Member Shareholder may accept sell the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Shares to the contrary Offeror after the expiry of the Offer Period, but within a period of one (1) month of the expiry of the Offer Period, and for a price and on other terms no more favourable to the Offeror than those contained herein (includingin the Offer Notice. If the Offer Shares are not sold within such one month period on such terms, without limitation, the rights of the Other Shareholder pursuant to this Section 8.5 hereof), upon such 8.3 shall again take effect and revive with respect to any sale of Equity Shares or Equity Securities of the Offered Interest and the execution Company held by the transferee Selling Shareholder. (e) Notwithstanding any provision of this Agreement, the transferee Other Shareholder shall become be entitled to require reasonable evidence from the Selling Shareholder that the purchase and sale of the Offer Shares was completed at a Member price and on other terms no more favourable to the Offeror than those contained in the Offer Notice. (f) All notices given under this Section shall also be given concurrently to the Company. (g) The Selling Shareholder shall at all times in soliciting or accepting any offers from any third party, condition such proposed sale on the execution of a Deed of Adherence under which the party to whom any Equity Shares or Equity Securities would be sold would agree to be bound by the provisions of this Agreement. The Offeror shall, as a condition to the effectiveness of any Transfer of Equity Shares or Equity Securities contemplated in this Section 8.3, deliver to the Company (i) such Offeror’s Deed of Adherence agreeing to be bound by the provisions of this Agreement upon consummation of the Transfer and (ii) any other information reasonably requested by the Company. The Selling Shareholder and/or the Offeror shall reimburse the Company for all reasonable costs and expenses incurred by the Company in connection with any such Transfer. (h) The Parties agree that SAIF shall be entitled to its “rights of first refusal” vis-à-vis Network18 contained in this Section 8.3 (as described in 8.3 (a) through (g)), only if, upon the consummation of such sale, the Company would no longer be controlled by the Network18 Group or the voting shares held collectively by the Network18 Group would fall below 51% of the total outstanding voting share capital of the Company. HoweverFor the avoidance of doubt, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of it is clarified that the rights of first refusal created SAIF under this Section 8.2, 8.3 will only apply in the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of circumstances specified in this Section 8.28.3(h) and SAIF will be entitled to its “right of first refusal” vis-à-vis GSHS irrespective of Network18 Group controlling the Company and/or its shareholding in the Company.

Right of First Refusal. If a Member receives (a) Following the expiration of the Restricted Period, but subject to Section 10.1(d), in the event that CHS has received a bona fide cash offer in writing to purchase all or a Transferrable Portion of the Membership Interests of CHS from a Person that is not a Competitor, before CHS may Transfer such Membership Interests, CHS must first comply with the requirements of this Section 10.4 and other applicable provisions of this Article X. (i) CHS, if it plans to accept such offer, shall give written notice (the “OfferSelling Notice”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice Company and CFS, setting forth the material terms and price of the receipt offer to purchase (which shall be required to be paid in cash) and the name of the Offer together with Person or Persons making the principal terms offer and conditions of to whom the sale, including the minimum price (“Sale Price”) at which such interest is proposed Membership Interests are to be sold, and in said notice CHS shall irrevocably offer to sell and transfer to CFS all of the Membership Interests it proposes to sell to such Person (the “Offered Interests”) (which, for the avoidance of doubt, shall not be less than a statement Transferrable Portion) on the terms and at a price equal to the price specified in the Selling Notice plus one percent (1%) (the “Selling Offer”). The preferential right to purchase shall commence upon the date of delivery of the Selling Notice by CHS and shall remain outstanding and be exercisable by CFS for a period of thirty (30) days thereafter. (ii) Upon receipt of the Selling Notice, CFS shall have the irrevocable right to accept the Selling Offer as to the identity all, but not less than all, of the real party Offered Interests at the price in interest making cash and on the other terms specified in the Selling Notice. The rights of CFS pursuant to this Section 10.4(a) shall be exercisable by delivery of notice to CHS (the “Notice of Exercise”), within the thirty (30)-day exercise period stated in Section 10.4(a)(i). The Notice of Exercise shall state that CFS is willing to purchase the Offered Interests from CHS under the Selling Offer. The non-selling Member, rights of CFS pursuant to this Section 10.4(a) shall then have terminate if unexercised within thirty (30) days after the date of delivery of the Selling Notice). (iii) In the event that CFS exercises its right to purchase all of the Member Interest Offered Interests in accordance with this Section 10.4(a), then CHS must sell such Offered Interests to CFS (“Offered Interest”or an Affiliate of CFS designated in writing by CFS) proposed to be sold by the Selling Member upon and subject pursuant to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to of the procedures of Section 8.7Selling Notice. (aiv) The price at which For purposes of this Section 10.4(a), in the Offered Interest may be purchased event that CFS has failed to deliver the Notice of Exercise hereunder within the specified time period, CFS shall be deemed to have waived its rights with respect thereto on the price contained in day immediately following the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value last day of such other consideration shall be included in the price at which the Offered Interest may be so purchasedperiod. (b) The non-selling Member shall If (i) all notices required to be given pursuant to Section 10.4(a) have sixty been duly given and (60ii) days after receipt of the notice to elect CFS elects not to purchase the Offered Interest. The purchase transaction Interests pursuant to this Section 10.4 or waives its right to do so, then CHS shall have the right for a period of one hundred eighty (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60180) days following from the date of the non-selling Member’s election expiration of the option period pursuant to purchase Section 10.4(a)(i) with respect to such Selling Offer to sell to the Person(s) identified in the Selling Notice all of the Offered Interest. At Interests at the closing, unless otherwise stipulated price and on the other terms specified in the Offer, Selling Notice. In the non-selling Member shall deliver event that no sale pursuant to the terms of the Selling Member Offer is consummated within such one hundred eighty (180- day period, then any proposed sale of the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyMembership Interests by CHS shall again be subject to Section 10.4). (c) If the non-selling Member does not elect to The consummation of any purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such and sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety this Section 10.4 to CFS shall take place on such date, not later than one hundred (90180) days after the termination (by passage of time or otherwise) expiration of the rights option period pursuant to Section 10.4(a) with respect to such option, as CFS shall select. Upon the consummation of first refusal created under any such purchase and sale, CHS shall assign to CFS (or its designated Affiliate) good and valid title to the Offered Interests free and clear of all Liens, other than Liens imposed by this Agreement and federal and state securities Laws (but with no other representations, warranties, indemnities, or undertakings other than customary representations relating to due authorization, execution, delivery, and enforceability and receipt of all required consents), and shall execute and deliver such documents as may be necessary or appropriate to effect and evidence the transfer of the Offered Interests. (d) Prior to the consummation of any sale pursuant to this Section 8.210.4, the Selling Member may not thereafter transfer Transferee shall execute and deliver to the Offered Interest, without again complying Company and the Members any documents required by Section 10.1(d)(viii) but shall otherwise be required to comply with the provisions of this Section 8.210.1(d).

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of Upon the receipt of a Third-Party Offer by a Selling Beneficial Owner, such Selling Beneficial Owner shall provide the Offer Depositor notice of such Third-Party Offer, together with a true, correct and complete copy of such Third-Party Offer (collectively, the principal terms and conditions of the sale, including the minimum price (“Sale PriceROFR Notice”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer). The non-selling Member, shall Depositor will then have the right to purchase right, but not the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon obligation, assignable in its sole and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply absolute discretion to any sale pursuant to the procedures of Section 8.7. other Person, within ten (a10) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days Business Days after Depositor’s receipt of the notice ROFR Notice, to elect to purchase the Offered InterestInterest for the price and upon the terms and conditions as are contained in the Third-Party Offer by providing notice of such election to the Selling Beneficial Owner; provided, however, that the price that the Depositor or its assignee shall pay for the Offered Interest shall be reduced by any broker’s fees or commissions that would have been payable to any person under the Third-Party Offer if the Offered Interest had been sold pursuant to the Third-Party Offer. The giving of a ROFR Notice by a Selling Beneficial Owner to the Depositor shall constitute a representation and warranty by the Selling Beneficial Owner to the Offerees that the Third-Party Offer is bona fide in all respects. If the Depositor elects to purchase transaction (unless otherwise agreed or assign the right to with third-party purchasers) shall be consummated at a purchase the Offered Interest as described above, the closing to be held at on the principal executive offices sale of the Company, or at such other location as may be agreed by the parties, Offered Interest shall take place within sixty(60sixty (60) days following the date of the non-selling MemberDepositor’s election to purchase or assign the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect right to purchase the Offered Interest, at a place and time to be mutually agreed between the Selling Beneficial Owner and the Depositor or other purchasing party. If the Depositor does not elect, within ten (10) days of Depositor’s receipt of the ROFR Notice, to purchase or assign the right to purchase the Offered Interest as described above, then the Selling Member may accept the Offer and, pursuant thereto, Beneficial Owner shall be free to sell the Offered Interest and, notwithstanding anything to the contrary Person who made the Third-Party Offer in accordance with the terms and conditions of the Third-Party Offer; provided, that (i) if the Offered Interest will not be sold for the price or upon the other terms and conditions stated in the Third-Party Offer for any reason, the Offered Interest may not be sold unless and until the Depositor has been given an opportunity to accept the revised Third-Party Offer in accordance with the terms and conditions of the right of first refusal contained herein in this Trust Agreement and (includingii) the Depositor’s election not to exercise its right of first refusal under this Trust Agreement shall not be deemed a waiver of its rights under this Trust Agreement with respect to any other Third-Party Offers. Any transfer in violation of this Section 6.4(b) shall, to the fullest extent permitted by law, be null, void and of no effect whatsoever and the Trust (through the Depositor) may enforce this Section 6.4(b), without limitation, Section 8.5 hereof)by injunction, upon such sale of specific performance or other equitable relief. Notwithstanding anything in this Trust Agreement to the Offered Interest and the execution by the transferee of this Agreementcontrary, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under described in this Section 8.2, the Selling Member may Trust Agreement shall not thereafter transfer the Offered Interest, without again complying be applicable with the provisions of this Section 8.2respect to a Permitted Transfer.

Right of First Refusal. If a Member receives (a) (i) Except as otherwise permitted by Section 3 hereof no Shareholder may transfer any common shares unless the Shareholder desiring to make the Transfer (the “Transferor”) first obtains a bona fide written offer from a third party to purchase all, or portion, of such Shareholder’s common shares or intends to sell such stock in the public market and first offers to sell such stock (the “OfferOffered Interest”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice other Shareholders in accordance with this Section 4. The bona fide offer must state (x) the name and address, (y) the consideration that will be received by the Transferor for the transfer and (z) the payment terms of the consideration and other material terms and conditions of the proposed transfer. (ii) Within ten (10) days of the receipt of the Offer together bona fide offer, the Transferor shall furnish the other Shareholders with a copy of such offer or the principal average trading price of the common shares of the Corporation for the previous 7 days as reported on the exchange that such common shares are trading. Within thirty (30) days of the receipt of the offer, the other Shareholders may elect to purchase all, but not less than all, of the Offered Interest on a proportional basis on the same terms and conditions set forth in the bona fide offer or on the terms set forth in the notice with respect to a sale in the public market, exercisable by delivery of written notice to the Transferor. (iii) In the event the Shareholders elect to purchase all of the saleOffered Interest, including the minimum price closing of the purchase will take place on the first business day following the end of a period forty-five (“Sale Price”45) at which days after exercise of the Shareholders’ option to purchase by delivery of the last written notice thereof to the Transferor, or on such interest is proposed other date as mutually agreed upon by the parties. (iv) In the event the other Shareholders do not elect to be soldpurchase all of the Offered Interest, the Transferor may transfer the Offered Interest to the transferee named in, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to on the terms and conditions as set forth in in, the notice, subject to the limitations of this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained 4 or in the Offerpublic market. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice Transferor fails to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon conclude such sale of the Offered Interest and the execution by the transferee of this Agreementwithin fifteen (15) days thereafter, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant will again become subject to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions restrictions of this Section 8.24.

Right of First Refusal. (a) If a Member (individually a “Transferor”) receives a bona fide offer (the “Transferee Offer”) from any other Person (a “Transferee”) to purchase all or a portion of any interest or rights in the Transferor’s Membership Interests (the “Transferor Interest”), then prior to any transfer of the Transferor Interest, the Transferor shall give the Manager and the Members (if different from the Manager) written notice (the “Transfer Notice”) containing each of the following: (i) The Transferee’s identity; (ii) A complete copy of the Transferee Offer; and (iii) The Transferor’s offer (the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member the Transferor Interest to the remaining Members for a total price equal to the price set forth in the CompanyTransferee Offer (the “Transfer Purchase Price”), which shall be payable on terms of payment substantially similar to those set forth in the Transferee Offer. (b) The Offer shall be and remain irrevocable for a period ending on the forty-fifth (45th) day following the date the Transfer Notice is delivered to Manager and Members (the “Offer Period”). At any time during the first thirty (30) days of the Offer Period, the non-transferring Members may accept the offer to purchase their proportionate share (but not less than its proportionate share) of the Transferor Interest by notifying the Transferor in writing that such non-transferring Member intends to purchase its proportionate share of the Transferor Interest. If any of the Members accept the Offer, then the Selling Member parties shall furnish fix a closing date (the “Transfer Closing Date”) for the purchase, which shall not be less than seven (7) or more than sixty (60) days after the expiration of the Offer Period. For purposes of this Section 12.05, a remaining Member’s “proportionate share” shall equal a fraction, the numerator of which is such remaining Member’s Percentage Interest, and the denominator of which is the aggregate Percentage Interests of all the remaining Members. (c) If one or more non-transferring Members accepts to purchase portions of the Transferor Interest, but other non-transferring Members decline to purchase their proportionate share of the Transferor Interest, the Transferor shall deliver a second written notice to the non-selling Member written notice transferring Members of the receipt amount of Transferor Interest remaining available to be purchased, and such non- transferring Members shall have fifteen (15) days following delivery of the Transferor’s notice within which to purchase all, but not less than all, of the remaining available Transferor Interest by notifying the Transferor in writing that such non-transferring Member intends to purchase the remaining Transferor Interest as to its proportionate shares (or such other amounts as all the non-transferring Members may agree upon) of such remaining available Transferor Interest (treating declining non-transferring Members as Transferor Members for purposes of determining proportionate shares). A Member may decline to purchase under this Section 12.05(c) without prejudice to such Member’s right to purchase under Section 12.05(c) hereof. (d) If the Members do not accept the Offer within the time period specified in this Section, then the Transferor shall be free for a period (the “Free Transfer Period”) of sixty (60) days after the expiration of the Offer together with Period to transfer the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as Transferor Interest to the identity of Transferee, for the real party in interest making same or greater price and on the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in the Transfer Notice. The Transferee shall not be required to obtain the approval in accordance with Sections 12.01 and 12.03 in order to become a Member but shall comply with all requirements set forth in Section 12.02, regardless of any overlap in the requirements set forth in Sections 12.01, 12.02 and 12.03. (e) Any transfer by the Transferor after the expiration of the Free Transfer Period or without compliance with this Section 8.2. and the other terms, provisions, and conditions of this Agreement, shall be null and void and of no force or effect. (f) This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. transfer (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashwhether through sale, payable at the closing thereof or at a later dategift, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of part or all of a Transferor’s Membership Interests, provided that the Member making such transfer retains control of the voting rights of first refusal such Membership Interests, to: (i) a trust or similar fiduciary entity established by an individual Member for the benefit of such Member’s family or any member thereof, including the Member; or (ii) a successor partnership, corporation, limited liability company or other entity created under this Section 8.2by a Member for business, tax, or other economic purposes, provided that sole control of the Selling Member may not thereafter transfer determinative voting power of such entity must be retained by the Offered Interest, without again complying with the provisions of this Section 8.2original Member.

Right of First Refusal. If a Member Party (hereinafter in this Section referred to as the “Owner”) makes a bona fide offer to or receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner, to purchase all or part of the Owner’s Holdings which offer the Owner desires to accept, then the Owner will first offer (the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest such Holdings in the Company, then the Selling Member shall furnish writing to the non-selling Member written notice of other Party on the receipt of terms offered by the Proposed Purchaser. The Offer together with will specify the principal price and terms and conditions of the such sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldname of the Proposed Purchaser and, and a statement as if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the identity of the real party Owner other than in interest making the Offer. The non-selling Membercash, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) will include the Owner’s good faith estimate of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have cash consideration. If within a period of sixty (60) days after receipt of the notice Offer, the other Party notifies the Owner in writing that it will accept the same, the Owner will be bound to elect sell such Holdings to purchase the Offered Interestother Party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. The purchase transaction (unless otherwise agreed to If the Offer so accepted by the other Party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other Party disagrees with third-party purchasers) shall be consummated the Owner’s best estimate, the other Party will so notify the Owner at a closing the time of acceptance and the other Party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be held at and the principal executive offices of resulting total purchase price. If the Companyother Party so notifies the Owner, or at such other location as may be agreed the acceptance by the partiesother Party will be effective and binding upon the Owner and the other Party and the cash equivalent of any such non-cash consideration will be determined by binding arbitration pursuant to the terms and conditions of this Agreement and will be payable by the other Party, subject to prepayment as hereinafter provided, within sixty(60sixty (60) days following its determination by arbitration. The other Party will in such case pay to the date Owner, against receipt of an absolute transfer of clear and unencumbered title to the Holdings of the non-selling Member’s election to purchase the Offered Interest. At the closingOwner being sold (subject, unless otherwise stipulated in the Offerhowever, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest terms and the execution by the transferee conditions of this Agreement), the transferee shall become a Member total purchase price which it specified in its notice to the Owner and such amount will be credited to the amount determined following arbitration of the Companycash equivalent of any non-cash consideration. HoweverIf the other Party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the Holdings offered, if the Selling Member does not Owner may sell the Offered Interest pursuant and transfer such Holdings to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer within ninety for a period of sixty (9060) days after days, provided that the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms of this Section 8.2will again apply to such Holdings if the sale to the Proposed Purchaser is not completed within the said sixty (60) days. Any sale hereunder will be conditional upon the Proposed Purchaser delivering a written undertaking to the other Party, in form and content satisfactory to its counsel, that the Proposed Purchaser shall be bound by and the Holdings so acquired shall be subject to the terms and conditions of this Agreement.

Right of First Refusal. 9.1 If a Member any Shareholder (the “Offeror”) receives a bona fide written offer (a “Third Party Offer”) from any person dealing at arm’s length with the Offeror to purchase any Shares that the Offeror beneficially owns (the “Offered Shares”), which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish Third Party Offer is acceptable to the non-selling Member written Offeror, the Offeror must give notice of the receipt Third Party Offer (the “Notice”) to the Corporation and to the Shareholders other than the Offeror (the Shareholders other than the Offeror are defined as the “Offerees”). The Third Party Offer must be an offer to purchase only Shares and no other assets. The Notice must contain a copy of the Offer together with the principal terms and conditions of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to disclose the identity of the real party in interest person making the OfferThird Party Offer and provide evidence sufficient to establish that such person has the power and capacity, including financial ability, to complete the purchase of the Offered Shares and that the conditions set out in Article VI will be satisfied. The non-selling MemberUpon the Notice being given, shall then the Offerees will have the right to purchase any or all of the Member Interest (“Offered Interest”) proposed to be sold by Shares at the Selling Member same price and upon and subject to the same terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price are contained in the Third Party Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) 9.2 The non-selling Member shall have sixty (60) days after receipt of the notice to elect Offerees will be entitled to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held Shares pro rata based upon the number of Shares beneficially owned by the Offerees at the principal executive offices of date the Company, Notice was given or at in such other location proportion as the Offerees may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election agree in writing. Each Offeree who desires to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale any or all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Shares that such Offeree is entitled to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying purchase in accordance with the provisions of this Section 8.29.2 will give notice of such desire to the Offeror, to the Corporation and to the other Offerees within 10 Business Days of having been given the Notice. 9.3 If any Offeree does not give notice as provided in Section 9.2 or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Offered Shares, the Offered Shares that such Offeree had been entitled to purchase but not so purchased (the “Rejected Shares”) may instead be purchased by the Offerees who did give such notice pro rata based upon the number of Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and, within five Business Days of the expiry of the 10 Business Day period specified in Section 9.1, each Offeree who desires to purchase any or all of the Rejected Shares that such Offeree is entitled to purchase in accordance with the provisions of this Section 9.3 will give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the additional notice does not do so or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Rejected Shares, the Rejected Shares that such Offeree had been entitled to purchase but were not so purchased may instead be purchased by the Offerees who did give such additional notice, pro rata based upon the number of Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and so on from time to time until the Offerees are willing to purchase all the Offered Shares or until they are not willing to purchase any more. 9.4 If the Offerees are willing to purchase any or all of the Offered Shares, such transaction of purchase and sale will be completed in accordance with the terms set out in the Third Party Offer by delivery of such Offered Shares by the Offeror with good title, free and clear of all liens, charges, encumbrances and any other rights of others, against payment by certified cheque, bank draft or wire transfer by the Offerees. If, at the time of completion, any Offered Shares are subject to any lien, charge, encumbrance or other right of others, the Offerees will be entitled to deduct from the purchase money to be paid to the Offeror the amount required to discharge all such liens, charges, encumbrances or other rights of others and will apply such amount to the repayment, on behalf of the Offeror, of the obligations secured thereby. 9.5 If the Offeror defaults in transferring the Offered Shares to the Offerees as provided in this Section 9.5, the Corporation is authorized and directed to receive the purchase money and thereupon to record the transfer of the Offered Shares, to enter the names of the Offerees in the registers of the Corporation as the holders of the Shares purchased by them, and to cause to be issued to the Offerees share certificates for the Offered Shares in the names of such Offerees. The Corporation will hold the purchase money received by it in trust on behalf of the Offeror and will not commingle the purchase money with the Corporation’s assets, except that any interest thereon will be for the account of the Corporation. The receipt by the Corporation of the purchase money will be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation, the transaction of purchase and sale will be deemed completed at the price and on the other terms and conditions contemplated herein and the Offerees will for all purposes own the Offered Shares purchased by them. Upon such registration, the Offeror will cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase money received by the Corporation upon surrender of any certificates that previously represented the Offered Shares. 9.6 If, after the application of Section 9.3, all of the Offered Shares have not been accepted for purchase by the Shareholders, the Corporation will be entitled to purchase the remaining Offered Shares in accordance with Sections 9.1 to 9.5 as if it were the only Offeree, mutatis mutandis. 9.7 If, after the application of Section 9.6, all of the Offered Shares have not been accepted for purchase by the Shareholders or the Corporation, the rights of the Shareholders and the Corporation to purchase the remainder of the Offered Shares will terminate and, subject to Article VI, the Offeror may sell the Offered Shares that have not been accepted for purchase by the Shareholders or the Corporation to the person who made the Third Party Offer within four months after the later of the expiry of the last of the 10 Business Day period specified in Section 9.1 and the last of the five Business Day periods specified in Section 9.2 only with the specific approval of such sale by the Corporation. Any such sale must be at a price not less than the purchase price contained in the Third Party Offer and on other terms no more favourable to such third party than those contained in the Third Party Offer. If the Offered Shares are not sold within such four month period on such terms, the rights of the Corporation and the Shareholders other than the Offeror pursuant to this Section 9 will again take effect. 9.8 If the Offeror is entitled to sell any Offered Shares to the person who made the Third Party Offer following compliance with this Section 9, the Offeror will be entitled to provide such financial information and documents of the Corporation to the person who made the Third Party Offer as would be reasonable in the circumstances, provided that the person who made the Third Party Offer enters into a confidentiality agreement with the Corporation in form and substance acceptable to the Board.

Right of First Refusal. VI.3.1. If a any Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, desires to sell all or otherwise dispose any portion of its entire Member such Member’s Interest in the Company, then the Selling such Member shall furnish to first (a) obtain the non-selling Member written notice approval of the receipt of the Offer together Voting Interests pursuant to Section 6.1.1., and (b) comply with the principal terms and conditions of this Section 6.3. Such Member must notify the saleCompany and the other Members in writing of such Member’s desire to sell, including the minimum price proposed transferee, the proposed purchase price, and terms and conditions of sale (“Sale PriceNotice”) at which ). The Company and the other Members shall have the right to purchase all, but not less than all, of the Interest of such interest is Member proposed to be sold, sold on the terms and a statement conditions set forth in the Sale Notice and as to provided in this Section 6.3 which shall be irrevocable unless and until the identity rights of the real party first refusal provided for herein shall have been waived in interest making the Offerwriting or shall have expired. The non-Company shall have the first right to purchase the Interest offered by the selling Member by delivering notice of exercise to such selling Member, and the other Members, within twenty (20) days after delivery of the Sale Notice (“Election Period”). At such closing, the selling Member shall then accept such payment as is due at closing and shall deliver to the Company in exchange therefor duly executed instruments of transfer. VI.3.2. If the Company fails or refuses to deliver a notice of exercise of the right to purchase the Interest of the selling Member by the expiration of the Election Period, or is otherwise prohibited by law or this Agreement from doing so, the other Members shall have the right to purchase the offered Interest of the selling Member by delivering notice of exercise to such selling Member and the other Members within ten (10) days after expiration of the Election Period (such ten-day notice period being defined as the “Member Notice Period”). Such right must be exercised as to the entire Interest (“Offered Interest”) proposed to be sold offered for sale and, unless otherwise agreed by the Selling Members electing to purchase the offered Interest, shall be apportioned among those Members electing to purchase the Interest in proportion to their Percentages. VI.3.3. If the other Members fail to timely elect or refuse to exercise their rights to purchase the Interest of the selling Member upon and offered under Section 6.3.1, subject to the terms co-sale rights of the Members in Section 6.5, the selling Member may proceed to sell all, but not less than all, of such offered Interest in accordance with the notice, provided that the transferee agrees to become a party to and be bound by the terms, conditions as and restrictions set forth in this Agreement. The purchase price of any Interest to be acquired pursuant to this Section 8.2. This Section 8.2 6.3.3 shall be payable on the terms offered to the selling Member by the proposed transferee (provided, however, that the Company and the Members shall not apply be required to meet any sale pursuant non-monetary terms of the proposed transfer, including, without limitation, delivery of other securities in exchange for the Interest proposed to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offersold, including any consulting or similar agreements or restrictive covenants). If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sale is not closed within sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, such failure or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offerrefusal, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered not transfer Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.26.3.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer may transfer all or any part of the Member's interest in the Company (“Offer”the "Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member (“Selling Member”) proposes to accept, whether or not solicited, is prepared to sell or otherwise dispose the Interest (the "Offer"). 8.2.2 For a period of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 45 days after the cash equivalent fair market value expiration of such other consideration shall be included in the price at which the Offered Interest may be so purchased30-day notice period. (b) The non8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-selling Member shall have sixty (60) days after day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Interest on the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms described in the Offer, and the non-selling transferring Member shall deliver may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the Selling Member contrary, should the full purchase sale to a third person be at a price against delivery of an instrument appropriately transferring or on terms that are more favorable to the Offered Interest sold thereby. (c) If purchaser than stated in the non-selling Member does not elect to purchase the Offered InterestOffer, then the Selling transferring Member may accept must reoffer the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by remaining Members at that other price or other terms; provided, further, that if the transferee of this Agreement, sale to a third person is not closed within six months after the transferee shall become a Member expiration of the Company. However30-day period described above, if then the Selling Member does not sell the Offered Interest pursuant provisions of Section 8.2 will again apply to the Offer within ninety (90) days after Interest proposed to be sold or conveyed. 8.2.5 Notwithstanding the termination (by passage foregoing provisions of time or otherwise) Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the rights other Members of first refusal created under this the Company in accordance with the provisions of Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendant, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. If (a) At any time after October 30, 2000, any member of either Member Group may Transfer all (but not less than all) of any Upper Tier Interest (an "Offered Interest") if (and only if) such Transfer is pursuant to a Member receives a bona fide offer (“Third Party Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish subject to the non-selling provisions of this Section. If any member of either Member written notice of Group receives and wishes to accept a Third Party Offer for the receipt of Offered Interest, such Person (the Offer together with "Offeror") must first offer the principal terms and conditions of other Member Group (an "Offeree") the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right opportunity to purchase the Member Offered Interest (“Offered Interest”) proposed to be sold by for the Selling Member upon same consideration and subject to on the other terms and conditions as set forth those contained in this Section 8.2the Third Party Offer. This Section 8.2 shall not apply The offer will be made by a written notice (an "Offer Notice") to any sale the Offeree stating (i) the Offeror's bona fide intention to Transfer the Offered Interest pursuant to the procedures Third Party Offer and (ii) the Offeror's agreement to provide such information as may reasonably be requested by the Offeree to evaluate the terms of Section 8.7. (a) the prospective Transfer. The price at Offer Notice will be accompanied by a copy of the Third Party Offer which specifically identifies the Offered Interest may be purchased shall be Person making the price contained in Third Party Offer and each Person that, to the Offerknowledge of the Offeror, directly or indirectly Controls such Person. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Offeree wishes to purchase the Offered Interest, it will respond to the Offer Notice in writing (the "Exercise Notice") within 30 days after its receipt of the Offer Notice (the "Election Period"). To the extent the consideration proposed to be paid in the Third Party Offer consists of Marketable Securities, the Offeree may elect, by so stating in its Exercise Notice, to pay cash equal to the Current Market Price of such securities in lieu of such securities. If the Offeree does not specify an election to pay cash in its Exercise Notice, then the Selling Member may accept Offeree will be required to deliver Marketable Securities at the closing to the extent the Offer andNotice specified Marketable Securities as consideration to be paid pursuant to the Third Party Offer. If no Exercise Notice is given within the Election Period, pursuant thereto, sell the Offeree will be deemed to have elected not to purchase the Offered Interest andInterest. (b) If the Offeree does not elect to purchase all of the Offered Interest, notwithstanding anything the Offeror will be free for a period of 90 days after the end of the Election Period to the contrary contained herein sell all (including, without limitation, Section 8.5 hereof), upon such sale but not less than all) of the Offered Interest to the Person that made the Third Party Offer for the consideration and upon the execution by terms and conditions set forth in the transferee of this Agreement, the transferee shall become a Member of the CompanyThird Party Offer. However, if the Selling Member does not sell If the Offered Interest pursuant to the Offer within ninety (is not so sold during such 90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2-day period, the Selling Member may not thereafter transfer the Offeror's right to Transfer such Offered Interest, without Interest will again complying with be subject to the provisions of this Section 8.22.2. (c) Unless the Offeree and Offeror otherwise agree, the closing of any purchase by the Offeree pursuant to this Section 2.2 will be held at the principal office of the Company at 11:00 a.m. (local time) on the date that is 20 days after the end of the Election Period, or if later, five Business Days after the parties have obtained all required consents from governmental authorities and other third parties (each a "material consent"), the failure of which to obtain reasonably could be expected to result in (i) material liability to either Member Group if the purchase were to take place or (ii) either Member Group being deprived of all or a material part of the benefits incident to the Interests to be purchased. If a purchase pursuant to this Section 2.2 requires filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the requirement for obtaining a consent for purposes of this Section will be deemed satisfied if the applicable waiting period under that Act has expired or has been terminated without the receipt of a notice of objection or the commencement or threat of litigation by a government entity to restrain the consummation of the purchase of the Interests to be purchased. If any material consent cannot be obtained within six months after the date of the Exercise Notice, the parties will use their reasonable best efforts to agree on a method by which the Offeror and the Offeree each can be afforded the economic equivalent of the desired transfer. If within 12 months after the Exercise Notice, all material consents have not been obtained and the Offeror and the Offeree have been unable to agree on such a method, the Offer Notice and the Exercise Notice will be deemed rescinded and the rights and obligations of the Offeror and the Offeree under this Section 2.2 will be as they were immediately before the Offer Notice. In the event the required consents are obtained, at the closing the Offeror will Transfer the Offered Interest, free and clear of all liens, claims and encumbrances, to the Offeree and will deliver such bills of sale, assignments and other agreements and instruments to the Offeree and will take all such other reasonable actions as the Offeree may request to vest the Offered Interest in the Offeree. (d) The provisions of this Section 2.2 will not apply to any Transfer of an Interest permitted by Section 2.1(a), 2.1(b), or 2.1(c). (e) The procedures set forth in this Section 2.2 may not be initiated with respect to any Upper Tier Interest as to which a Call Exercise Notice pursuant to Section 2.3, a Buy-Sell Notice pursuant to Section 2.4, or a Change of Control Notice pursuant to Section 2.5 has been given.

Right of First Refusal. If Transfer of Shares by non-Lion party 4.4.1 In the event that an Ordinary Shareholder other than a Member receives a bona fide offer Lion Party (the “Offer”) which the Member (“Selling MemberOfferor”) proposes to accept, whether or not solicited, make a Transfer pursuant to sell or otherwise dispose Clause 4.2.3 of any of its entire Member Interest in the CompanyShares (an “Offer”), then the Selling Member shall furnish it shall, prior to effecting any such Transfer, provide prior written notice (an “Offer Notice”) to the non-selling Member written notice Company and to the Lion Parties (and the Lion Parties shall be the “Offerees”). The Offer Notice shall set out: (a) the number of the receipt of Shares subject to the Offer together with (the principal “Offered Securities”); (b) the price per Share at which such Transfer is proposed to be made (the “Offer Price”); and (c) all other material terms and conditions of the saleOffer, including (collectively, the minimum price “Offer Terms”). The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if it is revoked, the Offeror may not give a further Offer Notice within six months after the date on which the Offer Notice is revoked, and the remaining provisions of this Clause 4.4 shall cease to apply in relation to the revoked Offer Notice, and such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement. 4.4.2 The Offerees shall be entitled to purchase some or all of the Offered Securities, provided that the allocation of the Offered Securities among the Offerees shall be on a pro rata basis or on such other basis as the Offerees may determine, and the Offerees shall notify the Offeror of the allocation among the Offerees. 4.4.3 The receipt of an Offer Notice by the Offerees shall constitute an offer by the Offeror to sell to the Offerees, for cash, the Offered Securities on the Offer Terms (“Sale PricePre-emption Offer”) at which such interest is proposed to be sold, and ). For a statement as to the identity period of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) thirty days after receipt of the notice Offer Notice, the Offerees shall have the right, but not the obligation, to elect accept the Pre-emption Offer in relation to purchase the Offered InterestSecurities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror. 4.4.4 Failure by the Offerees to deliver an Acceptance Notice before the expiration of the thirty-day period shall be deemed a rejection of the Pre-emption Offer by the Offerees. The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, the Offered Securities on the Offer Terms. 4.4.5 In respect of each Offer Notice which is accepted as to some or all of the Offered Securities within the thirty day period prescribed by Clause 4.4.3, the Offerees shall purchase transaction (unless otherwise agreed and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that, if the purchase and sale of such Offered Securities is subject to with third-party purchasers) any prior regulatory approval, the time period during which such purchase and sale may be completed shall be consummated extended until the expiration of five Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice. 4.4.6 The Offeror shall have the right for a period of ninety days following the date of an Offer Notice to sell any Offered Securities to which such Offer Notice relates and in respect of which an Acceptance Notice has not been delivered pursuant to the provisions of this Clause to any third party (a “Third Party Purchaser”) at a closing price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to be held at the principal executive offices third party than the Offer Terms, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the Company, or at time period during which such other location as purchase and sale may be agreed by consummated shall be extended until the parties, expiration of fifteen Business Days after all such approvals shall have been received but only to the extent that such application(s) for regulatory approval were promptly made and in any event within sixty(60) the sixty days following the date of the non-selling Member’s election to purchase the Offer Notice. If any Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest Securities are not sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Clause 4.4.6 prior to the expiration of the time period prescribed by this Clause 4.4.5, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement. 4.4.7 The Lion Parties and the Company hereby agree with the Bison Parties: (a) that, prior to the commencement of any formal sale process (including a formal auction process or other analogous situation involving the appointment of a third party financial adviser) (a “Formal Sale Process”) in relation to the sale of (i) all or substantially all of the shares of LuxCo1 held by the Company; (ii) all or substantially all of the assets of the Group; or (iii) the interest held by the Lion Parties in the Company (together with (i) and (ii), the “First Look Assets”), the Lion Parties or the Company, as the case may be, will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets; or (b) that, in the event of a possible sale of any of the First Look Assets outside of a Formal Sale Process, prior to (i) granting access to information which constitutes the undertaking of a material due diligence process by a third party or (ii) signing either (a) exclusivity with a third party or (b) a sale and purchase agreement with a third party, the Lion Parties or the Company will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets. 4.4.8 If, following the expiry of the 90 day period under Clause 4.4.7(a) or (b) above the Lion Parties or the Company and the Bison Parties fail to agree upon the price or terms of a Sale of the First Look Assets, the Lion Parties or the Company shall, subject to Clauses 4.5, 4.6, and the obligation to maintain Control contained in Clause 8.21, be permitted to dispose of the First Look Assets to such Person and on such terms as the Lion Parties, in their absolute discretion, may determine.

Right of First Refusal. If (a) If, at any time after the fifth anniversary of the Purchase Date and prior to a Member Public Offering (as defined below), the Purchaser receives a bona fide offer to purchase any or all of his shares of Stock (“an "Offer”") from a third party (an "Offeror") which the Member (“Selling Member”) proposes Purchaser wishes to accept, whether or not solicited, the Purchaser shall cause such Offer to be reduced to writing and shall notify the Company in writing of his wish to accept such Offer. The Purchaser's notice shall contain an irrevocable offer to sell or otherwise dispose such shares of its entire Member Interest in Stock to the Company, then (in the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, such Offer, and shall be accompanied by a true copy of such Offer (which shall identify the Offeror thereof). At any time within 45 days after the date of the receipt by the Company of the Offer together with Purchaser's notice described above, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right and option to purchase purchase, or to arrange for a third party to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Purchaser. If at the end of such 45 day period, the Company has not tendered the purchase price for such shares in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Purchaser may during the succeeding 30 day period sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures of Section 8.7. (a) The Offeror at a price at which and on terms no less favorable to the Offered Interest may be purchased shall be the price Purchaser than those contained in the Offer. If No sale may be made to any Offeror unless such Offeror agrees in writing with the price Company to be bound by the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after any such sale to an Offeror, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of the 30 day period following the expiration of the 45 day period during which the Company may elect to purchase the Stock, the Purchaser has not completed the sale of such shares of Stock as aforesaid, all the restrictions on sale, transfer and assignment contained in the Offer this Agreement shall consist (again be in whole or in part) effect with respect to such shares of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedStock. (b) The non-selling Member shall have sixty (60) days If, at any time after receipt the fifth anniversary of the notice to elect to purchase Purchase Date and after the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at first Public Offering, the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Purchaser receives an Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2subsection (a) above shall continue to apply but "5 day(s)" shall be substituted for "45 day(s)" and "2 day(s)" shall be substituted for "30 day(s)" in each instance, respectively, where such term occurs therein.

Right of First Refusal. 8.5.1 If a Member receives a bona fide offer (“Offer”) which the any Preferred Member (“Selling Member”"SELLING MEMBER") proposes intends to acceptTransfer its Interest or any part thereof (the "OFFERED INTEREST") (except to a wholly-owned subsidiary), whether or not solicited, to sell or otherwise dispose it shall notify the Company and the other Preferred Members of its entire intention to do so ("OFFERING NOTICE"). The Offering Notice shall specify the nature of the Transfer, the consideration to be received therefor, the identity of the proposed purchaser (or lender, as the case may be), and the terms upon which such Member Interest in intends to undertake such Transfer. Within thirty (30) days after receipt of the CompanyOffering Notice, then the Preferred Members other than the Selling Member shall furnish have the right, but not the obligation, subject to Section 8.6, to elect to purchase from the Selling Member a portion of the Offered Interest referred to in the Offering Notice at the same price and on the same terms as specified in the Offering Notice for a period of thirty (30) days after the giving of the Offering Notice (or make the loan, if the same involves an encumbrance, hypothecation or mortgage, upon the same terms on which said loan was to be made therefor) by delivering in writing to the non-selling Member written notice Company an offer to purchase (or loan) a portion of the receipt Offered Interest of the Offer together with Selling Member. Each Preferred Member so electing to purchase shall be entitled to purchase a portion of such Offered Interest in the principal terms and conditions same proportion that such Preferred Member's Percentage Interest bears to the aggregate of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Percentage Interests of all of the real party in interest making the Offer. The non-selling Member, shall then have the right Preferred Members electing to purchase the Offered Interest. In the event any Preferred Member elects to purchase less than all of such Preferred Member's pro rata share of such Offered Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and "SHORTFALL"), subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date8.6, the cash equivalent fair market value other Preferred Members may elect to purchase their pro rata share of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have Shortfall. Within sixty (60) days after receipt the election notice of the notice to Preferred Members who so elect, the purchase shall be consummated on the terms and conditions set forth in the Offering Notice of the Selling Member (or if the same involves a mortgage, encumbrance or other hypothecation, the loan shall be consummated upon the terms and conditions of the loan set forth in the Offering Notice). 8.5.2 If none of the other Preferred Members elect to purchase the Offered Interest. The purchase transaction Interest (unless otherwise agreed or elect to with third-party purchasers) shall be consummated at a closing to be held at make the principal executive offices of the Companyloan specified), or at such other location as may be agreed by the parties, within sixty(60) days following the date election is made for less than all of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member Member, subject to Section 8.6, within thirty (30) days after the expiration of said sixty (60) day period, may accept undertake and complete the Offer and, pursuant thereto, sell Transfer to any Person the Offered Interest and, notwithstanding anything to identity of which was disclosed in the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale Offering Notice for that portion of the Offered Interest not undertaken to be purchased by the other Preferred Members provided, however, that the proposed transferee has been approved by the other Preferred Members as specified in Sections 8.1.1, 8.1.3, and 8.4, as such Sections may be applicable to the Transfer, and the execution by provisions of Section 8.6 have been complied with. The Transfer shall not be undertaken at a lower price or upon more favorable terms than specified in the transferee of this Agreement, the transferee shall become a Member of the CompanyOffering Notice. However, if If the Selling Member does not sell then consummate the Offered Interest pursuant to the Offer original proposed Transfer within ninety (90) days after the termination (by passage of time or otherwise) date of the rights of first refusal created under this Section 8.2Offering Notice, or within the Selling Member may not thereafter transfer time scheduled for closing by the Offered Interestpurchasing person, without again complying with the provisions firm or corporation, whichever is later, then all restrictions of this Section 8.2shall apply as though no Offering Notice had been given.

Right of First Refusal. If (a) Notwithstanding Section 10.1(a) and except for a Member receives a bona fide offer Permitted Transfer (“Offer”) which the but subject to Section 10.3), any Member (the “Selling Member”) proposes to accept, whether or not solicited, who desires to sell or otherwise dispose Transfer any or all of its entire Member such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the other Members (the “Remaining Members”) the opportunity to match the terms of such offer in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal following terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased10.2. (b) The non-selling Selling Member shall have sixty (60) days after receipt make a written offer to each of the notice to elect to purchase Remaining Members. Such written offer shall set forth the Offered Interest. The purchase transaction amount of Percentage Interest (unless otherwise agreed to with third-party purchasersand corresponding Membership Interests) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to which the Selling Member proposes to dispose of, the full price per Percentage Interest (and corresponding Membership Interests), the identification of the third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the offer if a purchase price against delivery occurs pursuant thereto), and all other material terms and conditions of an instrument appropriately transferring the Offered Interest sold therebyproposed sale. (c) If On or before the non-selling Member does not expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Offered InterestPercentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, then the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of ten (10) days after the earlier of the following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by written notice to the Selling Member, the other Remaining Members and the Company. Failure by the Remaining Members to exercise their election in the respective time periods provided in Section 10.2(c) shall be deemed a rejection of the offer as of the last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to any Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Percentage Interest and(and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b) but for which neither the First Option nor the Second Option is exercised, notwithstanding but only to the purchaser specified in such offer and for the price and other terms described therein. Any purchaser must and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with this Article 10 and (ii) this Agreement. (f) Notwithstanding anything to the contrary contained herein (including, without limitation, in Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee 10.8 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall become a result in the automatic admission of such transferee as Substitute Member and full Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) Company without any requirement for consent of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Members.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at Without prejudice to the provisions of Section 5.1, each of the Shareholders hereby grants to the other Shareholder a right of first refusal in connection with any Transfer of Shares (the “Right of First Refusal”), which the Offered Interest may be purchased shall be the price contained exercised in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedaccordance with this Section 5.2. (b) In the event that any Shareholder (the “Selling Shareholder”) has received from or otherwise negotiates with a Third Party (the “Offeror”) an offer to purchase for cash, securities or any other consideration all (but not less than all) of its Shares (the “Offered Shares”), and the Selling Shareholder desires to consummate such Transfer of such Offered Shares to the Offeror (the “Proposed Transfer”), the Selling Shareholder shall address a written notice for this purpose (the “Offer Notice”) to the other Shareholder (such Shareholder, the “Non-Selling Shareholder”). The Offer Notice shall set forth, in reasonable detail: (i) the name and address of the Offeror, provided that if the Offeror is not a natural Person, the Offer Notice shall also set forth the name and address of the Persons that control the Offeror; (ii) the proposed amount and the form of the consideration offered by the Offeror; (iii) if any part of such consideration is in a form other than cash, the Selling Shareholder’s good faith estimate of the Fair Market Value of such non-selling Member shall have sixty cash consideration (60the aggregate value in cash of all cash and non-cash consideration set forth in clauses (ii) days after receipt and (iii), the “Cash Equivalent Consideration”); and (iv) the material terms (including any vendor loan or similar arrangement) and conditions of the notice to elect to purchase the Offered Interest. The purchase transaction Proposed Transfer (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices including copies of the Company, or at definitive agreements relating to such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyProposed Transfer). (c) If the nonCash Equivalent Consideration is below the Non-selling Member does not elect Selling Shareholder Bid Price under the provisions of Section 5.1(a) hereabove, the Non-Selling Shareholder shall have the right to purchase the Offered Interest, then Shares at an aggregate price equal to the Cash Equivalent Consideration and on the other terms and conditions set forth in the Offer Notice. (d) The Non-Selling Shareholder shall deliver a written notice of acceptance to that effect (the “RFR Exercise Notice”) to the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Shareholder (with a copy to the contrary contained herein CMCP) at any time within thirty (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (9030) days after the termination (by passage of time or otherwise) delivery of the rights Offer Notice (the “Exercise Period”). (e) On the date (the “RFR Closing Date”) that is the later of first refusal created under this Section 8.2(i) five (5) Business Days after the expiration of the Exercise Period and (ii) ten (10) Business Days after the final determination of the Cash Equivalent Consideration in the case of a dispute of the Fair Market Value of the share other than in cash for the Proposed consideration, the Non-Selling Member may not thereafter transfer Shareholder shall purchase, and shall pay to the Selling Shareholder the purchase price (in the form and amount set forth in Section 5.2(f)) for all the Offered InterestShares, without again complying against delivery of duly completed and executed transfer forms (bordereaux de transfert) and other appropriate documentation; provided that, if the Transfer of such Offered Shares is subject to the receipt of any regulatory approval, the RFR Closing Date shall be automatically extended until the date that is two (2) Business Days after the receipt of all such regulatory approval. (f) The purchase price to be paid on the RFR Closing Date shall be in an aggregate amount equal to the Fair Market Value of the Cash Equivalent Consideration and shall be paid in cash in immediately available funds, with the provisions of this sole representations and warranties referred to in Section 8.25.1(b) hereabove.

Right of First Refusal. If a Member receives a (i) The Participant may not accept any offer to purchase all or any portion any Stock owned by the Participant that was acquired pursuant to this Agreement unless such offer is in writing, for cash, irrevocable by its terms for at least thirty (30) days, and bona fide as determined by the Committee in good faith. If the Participant desires to accept any such offer (“Offer”) which from any prospective purchaser, the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest Participant shall give notice in the Company, then the Selling Member shall furnish writing to the non-selling Member written notice Company (i) designating the number of the receipt shares of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed Stock to be sold, (ii) naming the prospective purchaser of such shares of Stock, and a statement as (iii) specifying the offer price and other terms upon which the Participant may sell the shares pursuant to the identity offer. During the 30-day period following receipt of such notice by the real party in interest making Company, the Offer. The non-selling Member, Company shall then have the right to purchase from the Member Interest Participant all (“Offered Interest”but not less than all) proposed to be sold by of the Selling Member shares of Stock specified in such notice at the offer price and upon and subject to the terms and conditions as set forth specified in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7offer. (aii) The price at which the Offered Interest may be purchased rights provided hereunder shall be exercised by the price contained in Company by written notice to the OfferParticipant. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later datesuch rights are exercised, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member Company shall deliver to the Selling Member Participant a certified or bank check for the full purchase price specified offer price, payable to the order of the Participant, and/or appropriate evidence of the cancellation of any indebtedness owed by the Participant to the Company, in either case against delivery of an instrument certificates or other instruments representing the shares of Stock so purchased, appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution endorsed by the transferee of this Agreement, Participant. At any time during the transferee shall become a Member 30 days following the expiration unexercised of the Company. However’s 30-day purchase rights period, if the Selling Member does not Participant may sell the Offered Interest pursuant such Stock, but only to the Offer within ninety (90) days after purchaser identified in the termination (notice to the Company, at the price, and on the other terms, specified in the notice, provided that such purchaser must have first agreed in writing to be bound by passage of time or otherwise) of the rights a right of first refusal created under this Section 8.2, in favor of the Selling Member may not thereafter transfer the Offered Interest, without again complying with Company substantially similar to the provisions of this Section 8.214(b) of this Agreement, as well as to the restrictions on a sale in connection with a public offering contained in Section 11 of this Agreement.

Right of First Refusal. If (a) Notwithstanding Section 10.1(a) and except for a Member receives a bona fide offer Permitted Transfer (“Offer”) which the but subject to Section 10.4), any Member (the “Selling Member”) proposes to accept, whether or not solicited, who desires to sell or otherwise dispose Transfer any or all of its entire Member such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the other Members (the “Remaining Members”) the opportunity to match the terms of such offer in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal following terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased10.2. (b) The non-selling Selling Member shall have sixty (60) days after receipt make a written offer to each of the notice to elect to purchase Remaining Members. Such written offer shall set forth the Offered Interest. The purchase transaction amount of Percentage Interest (unless otherwise agreed to with third-party purchasersand corresponding Membership Interests) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to which the Selling Member proposes to dispose of, the full price per Percentage Interest (and corresponding Membership Interests), the identification of the third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the offer if a purchase price against delivery occurs pursuant thereto), and all other material terms and conditions of an instrument appropriately transferring the Offered Interest sold therebyproposed sale. (c) If On or before the non-selling Member does not expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Offered InterestPercentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, then the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of ten (10) days after the earlier of the following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by written notice to the Selling Member, the other Remaining Members and the Company. Failure by the Remaining Members to exercise their election in the respective time periods provided in Section 10.2(c) shall be deemed a rejection of the offer as of the last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to any Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Percentage Interest and(and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b) but for which neither the First Right nor the Second Right is exercised, notwithstanding but only to the purchaser specified in such offer and for the price and other terms described therein. Any purchaser must and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with this Article 10 and (ii) this Agreement. (f) Notwithstanding anything to the contrary contained herein (including, without limitation, in Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee 10.8 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall become a result in the automatic admission of such transferee as Substitute Member and full Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) Company without any requirement for consent of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Members.

Right of First Refusal. If (a) Notwithstanding Section 10.1(a) and except for a Member receives a bona fide offer Permitted Transfer (“Offer”) which the but subject to Section 10.3), any Member (the “Selling Member”) proposes to accept, whether or not solicited, who desires to sell or otherwise dispose Transfer any or all of its entire Member such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the other Members (the “Remaining Members”) the opportunity to match the terms of such offer in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal following terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased10.2. (b) The non-selling Selling Member shall have sixty (60) days after receipt make a written offer to each of the notice to elect to purchase Remaining Members. Such written offer shall set forth the Offered Interest. The purchase transaction amount of Percentage Interest (unless otherwise agreed to with third-party purchasersand corresponding Membership Interests) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to which the Selling Member proposes to dispose of, the full price per Percentage Interest (and corresponding Membership Interests), the identification of the third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the offer if a purchase price against delivery occurs pursuant thereto), and all other material terms and conditions of an instrument appropriately transferring the Offered Interest sold therebyproposed sale. (c) If On or before the non-selling Member does not expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Offered InterestPercentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, then the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of ten (10) days after the earlier of the following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by written notice to the Selling Member, the other Remaining Members and the Company. Failure by the Remaining Members to exercise their election in the respective time 112776\000006\4832-7583-6415v3 periods provided in Section 10.2(c) shall be deemed a rejection of the offer as of the last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to any Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Percentage Interest and(and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b) but for which neither the First Right nor the Second Right is exercised, notwithstanding but only to the purchaser specified in such offer and for the price and other terms described therein. Any purchaser must and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with this Article 10 and (ii) this Agreement. (f) Notwithstanding anything to the contrary contained herein (including, without limitation, in Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee 10.7 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall become a result in the automatic admission of such transferee as Substitute Member and full Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) Company without any requirement for consent of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Members.

Right of First Refusal. If (a) If, at any time after the Lapse Date and prior to the date of consummation of a Member Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a) or pursuant to the Sale Participation Agreement) (the “Offeror”), which the Member (“Selling Member”) proposes Management Stockholder wishes to accept, whether or not solicited, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell or otherwise dispose of its entire Member Interest such Stock to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Offer together with Management Stockholder’s notice, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right and option to purchase purchase, or to arrange for a third party to purchase, all (but not less than all) of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale Third Party Offer, pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased4(b). (b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-selling Member cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall have notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days after receipt following the expiration of the notice to elect 15-day period during which the Company is entitled hereunder to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Management Stockholder has not completed the sale of such shares of the CompanyStock as aforesaid, or at such other location as may be agreed by the parties, within sixty(60) days following the date all of the non-selling Member’s election restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale shares of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Stock.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the OfferAssociation (CHECK ONE) has does not have a right of first refusal (“Right”). If the price contained in Association has a Right, this Contract is contingent upon the Offer shall consist (in whole or in part) of consideration other than cashAssociation, payable at within the closing thereof or at a later date, time permitted for the cash equivalent fair market value exercise of such other consideration shall be included in Right, either providing written confirmation to Buyer that the price at Association is not exercising that Right, or failing to timely exercise such Right pursuant to the terms of the Declaration of Condominium (“Declaration”, which the Offered Interest may be so purchasedreference includes all amendments thereto). (b) The non-selling Member shall have sixty (60) days after receipt members of the notice Association (CHECK ONE) have do not have a Right. If the members do have a Right, this Contract is contingent upon the members, within the time permitted for the exercise of such Right, either providing written confirmation to elect Buyer that the members are not exercising that Right, or failing to purchase timely exercise such Right pursuant to the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices terms of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyDeclaration. (c) Buyer and Seller shall, within days after Effective Date, sign and deliver any documents required as a condition precedent to the exercise of the Right, and shall use diligent effort to submit and process the matter with the Association and members, including personal appearances, if required. (d) If, within the stated time period, the Association, the members of the Association, or both, fail to provide the written confirmation or the Right has not otherwise expired, then this Contract will terminate and the Deposit will be refunded to the Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. (e) If the non-selling Member does not elect Association or a member timely exercises its or their Right, this Contract will terminate and the Deposit will be refunded to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein Buyer (including, without limitation, Section 8.5 hereofunless this Contract provides otherwise), upon such sale of the Offered Interest thereby releasing Buyer and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created Seller from all further obligations under this Section 8.2Contract, and Seller will pay to Broker the Selling Member may not thereafter transfer full commission at Closing in recognition that ▇▇▇▇▇▇ procured the Offered Interest, without again complying with the provisions of this Section 8.2sale.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Optionee in accordance with the terms of this Agreement each of the Optionors and the Optionee (hereinafter each called the “Disposing Party”) hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Assets which the Disposing Party desires to dispose of (hereinafter called, collectively, the “Holding”). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article “14” hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party’s interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Assets shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. 8.1 For a period of three months from the expiration date of the Standstill Period (the Refusal Period), the Seller shall not Transfer any Securities held by it except for: (a) any Transfer permitted by Clause 8.2; or (b) any Transfer in accordance with Clause 8.3. 8.2 Notwithstanding Clause 8.1 and Clause 8.3, during the Refusal Period the Seller shall be permitted to: (a) Transfer Securities held by it to an Affiliate of the Seller, provided that Seller shall deliver prior written notice to Buyer of such Transfer and such Affiliate agrees to be bound by the terms of this Clause 8. If such transferee ceases to be an Affiliate of the Seller, it will transfer such Securities back to the Seller or to an Affiliate of the Seller; (b) Transfer Securities in connection with a Member receives bid for any class of Securities, or to give an undertaking in connection with such bid, provided that (x) Buyer or an Affiliate of the Buyer also transfers Securities in connection with such bid and/or gives such an undertaking and (y) Seller may only Transfer or (as the case may be) give an undertaking in respect of a bona fide offer portion of the Securities then held by it which is less than or equal to the portion of the Securities held by the Buyer and its Affiliates which are being transferred and/or are the subject of an undertaking; or (“Offer”c) which Transfer up to 30% of the Member Securities held by it to be calculated immediately following Completion (“Selling Member”in the aggregate) proposes to accept, whether or not solicitedall (or, to sell the extent not practicable taking into account regulatory requirements and other relevant factors, less than all) direct or otherwise dispose indirect shareholders in respect of its entire Member Interest the Seller and/or persons which are direct or indirect investors in respect of such shareholder of the CompanySeller (collectively, then the Selling Member shall furnish Fund Investors) in each case, to the nonextent practicable taking into account regulatory requirements and other relevant factors, on a pro-selling Member rata basis; provided, that Seller provides 7 days’ prior written notice of such Transfer to Buyer. Clause 8.3 shall not apply in respect of any Transfer permitted by this Clause 8.2. 8.3 Notwithstanding Clause 8.1 and without prejudice to Clause 8.2, during the receipt Refusal Period the Seller shall be permitted to Transfer Securities to any Person or Persons (the Prospective Transferee(s)) as set out below: (a) the Seller shall notify the Buyer in writing (the Offer) of the number of Securities proposed to be Transferred (the Offer together with Securities), the principal price (and form of consideration) per Security (the Offer Price), other material terms and conditions of the saleproposed Transfer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party Prospective Transferee(s) and the intended date of the proposed Transfer; (b) within 15 days following the date of the Offer (the Acceptance Period), the Buyer shall notify the Seller in interest making writing (an Acceptance Notice) if it shall purchase all or a portion of the Offer. The non-selling Member, shall then have Offer Securities at the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon Offer Price and subject to otherwise on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained included in the Offer. If the price contained Buyer provides the Seller with an Acceptance Notice, it shall purchase the Offer Securities that are the subject of the Acceptance Notice on the terms set out in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased.Offer; (bc) The non-selling Member shall have sixty if the Buyer (60i) days after receipt does not deliver an Acceptance Notice within the Acceptance Period, (ii) delivers an Acceptance Notice within the Acceptance Period in respect of less than all of the notice Offer Securities pursuant to elect to purchase Clause 8.3(b) or (iii) delivers an Acceptance Notice within the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices Acceptance Period, but sale of the Company, or at such other location as may be agreed by Offer Securities to the parties, Buyer is not completed within sixty(60) 15 days following the date of the non-selling Member’s election Acceptance Notice (or such longer period as is necessary to purchase complete the Offered Interest. At sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the closingBuyer and the Seller) (the Completion Period), unless otherwise stipulated then the Seller shall be entitled to Transfer (x) in the Offer, case of (i) all of the non-selling Member shall deliver Offer Securities to the Selling Member Prospective Transferee(s), (y) in the full purchase case of (ii) the Offer Securities that are not the subject of the Acceptance Notice to the Prospective Transferee(s) or (z) in the case of (iii) the Offer Securities not purchased by Buyer to any other Person or Person(s), as the case may be, in each case of (x) and (y), at a price against delivery of an instrument appropriately transferring no lower than the Offered Interest sold therebyOffer Price. (cd) If (x) if any sale of any Offer Securities by the non-selling Member Seller pursuant to Clause 2.3(c) is not completed within the 21 days (or such longer period as is necessary to complete the sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the Seller and the Prospective Transferee(s)), following (i) expiry of the Acceptance Period, if the Buyer does not elect deliver an Acceptance Notice, or delivers an Acceptance Notice in respect of less than all of the Offer Securities; or (ii) expiry of Completion Period or (y) Seller at any time proposes to purchase Transfer Offer Securities to a different Prospective Transferee or at a lower price, or on terms and conditions materially less favorable to Seller or materially more favorable to a Prospective Transferee than those set forth in the Offered InterestOffer (not including any terms or conditions, such as regulatory approvals, which are specific to the respective Prospective Transferee(s)), then the Selling Member may accept Seller shall be required to repeat the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything procedures in this Clause 8.3 prior to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution any subsequent Transfer by the transferee Seller of this Agreementsuch Offer Securities during the Refusal Period. For the avoidance of doubt, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest sale made pursuant to the Offer within ninety (90Clause 8.3(c)(iii) days after the termination (by passage of time or otherwiseand/or 8.3(c)(z) of the rights of first refusal created under this Section 8.2, the Selling Member may shall not thereafter transfer the Offered Interest, without again complying with the be subject to Clause 8.3(d)(y). 8.4 The provisions of this Section 8.2Clause 8 shall cease to apply and have no further effect if the Buyer ceases to hold any Securities. 8.5 Any Transfer not made in compliance with the requirements of Clause 7 and Clause 8 shall be null and void ab initio. Each of B▇▇▇▇ and S▇▇▇▇▇ acknowledge and agree that any breach of Clause 7 and Clause 8 would result in substantial harm to the other party hereto for which monetary damages alone could not adequately compensate.

Right of First Refusal. If (a) Except as otherwise provided in Sections 8.1, 8.2, 8.4,14.2 and 14.3, if a Member receives (other than Mascoma (unless Mascoma proposes to transfer its interest to a direct competitor of ▇▇▇▇▇▇▇▇, in which case, Mascoma shall be considered a Transferring Member hereunder)) wishes to Transfer all or a part of its Interest (a “Transferring Member”), such Member shall first deliver to the offered Member (which shall be Mascoma unless Mascoma is the Transferring Member, in which case the offered Member shall be ▇▇▇▇▇▇▇▇) (the “Offered Member”) a written notice (an “Offer Notice”), which shall (i) state the Member’s intention to sell all or a portion of its Interest to one or more Persons, the portion of its Interest to be sold (the “Subject Interest”), the purchase price therefor and a summary of the other material terms of the proposed Transfer and (ii) offer the Offered Member the option to acquire all or a portion of such Subject Interest upon the terms and subject to the conditions of the proposed Transfer as set forth in the Offer Notice (the “Offer”). A Member may submit an Offer Notice only if such Member has received a bona fide offer written offer, the terms of which are reflected in the Offer Notice. The Offer shall remain open and irrevocable for the periods set forth below (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicitedand, to sell or otherwise dispose the extent the Offer is accepted during such period, until the consummation of its entire Member Interest in the Company, then sale contemplated by the Selling accepted Offer). The Offered Member shall furnish to have the non-selling Member written notice right and option, for a period of the 30 days after its receipt of the Offer together with Notice (the principal terms and conditions “Acceptance Period”), to accept all or any part of the sale, including Subject Interest so offered at the minimum purchase price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained stated in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration Notice. Such acceptance shall be included in made by delivering a written notice to the price at which Transferring Member during the Acceptance Period specifying the portion of the Subject Interest the Offered Interest may be so purchasedMember will purchase. (b) The non-selling Member If effective acceptance shall have sixty (60not be received pursuant to Section 8.3(a) days after receipt above with respect to all of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Subject Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such offered for sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer Notice, then the Transferring Member may Transfer all or any portion of its Subject Interest at a price not less than the price, and on terms not more favorable to the purchaser thereof than the terms, stated in the Offer Notice at any time within ninety (90) 30 days after the termination expiration of the Acceptance Period (by passage the “Sale Period”). To the extent the Transferring Member Transfers all or, if the Offered Member has accepted the Offer with respect to a part of time or otherwisesuch Transferring Member’s interest, the remaining portion of the Interest so offered during the Sale Period, the Transferring Member shall promptly notify the Company, and the Company shall promptly notify the other Members, as to (i) the Interest, if any, that the Transferring Member then owns, (ii) the Interest that the Transferring Member has transferred, (iii) the terms of such Transfer and (iv) the name of the owner(s) of any of the rights Interest Transferred. In the event that all of first refusal created under this Section 8.2the Subject Interest is not sold by the Transferring Member during the Sale Period, the Selling right of the Transferring Member may not thereafter transfer to Transfer such unsold Subject Interest shall expire and the Offered Interest, without again complying with the provisions obligations of this Section 8.28.3 shall be reinstated; provided, however, that, in the event that the Transferring Member determines, at any time during the Sale Period, that the Transfer of all of the Interest on the terms set forth in the Offer Notice is impractical, the Transferring Member may terminate the offer and reinstate the procedure provided in this Section 8.3 without waiting for the expiration of the Sale Period.

Right of First Refusal. If a Member Subject to Section 3.3(d) above, if Optionor receives a bona fide good faith offer from an unaffiliated third party (herein, an “OfferOfferee”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashentire Property, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, in connection with Optionor’s effort to market the Property for sale in accordance with Section 8.5 hereof6 hereof (the “Offer”) at any time during the “ROFR Term” (as defined below), upon then, subject only to Optionee’s right of first refusal contained in this Section 4, Optionor shall have the right to convey the Property to such sale of Offeree during the Offered Interest and the execution by the transferee term of this Agreement. If Optionor desires to accept the Offer form such Offeree, Optionor shall first give written notice (the “ROFR Notice”) thereof to Optionee (the date the ROFR Notice is received by Optionee is referred to as the “Notice Date”), which ROFR Notice shall include the name of the Offeree, the transferee shall become a Member proposed purchase price for the Property and the other material economic terms of the Companyproposed transfer (collectively, the “Acquisition Terms”). HoweverOptionee shall have thirty (30) days from the Notice Date to give written notice to Optionor (the “OP Notice”) of its election to acquire the Property for the same purchase price and on substantially the same Acquisition Terms; provided that, if at the Selling Member does election of Optionee, all or any portion of the purchase price payable to the ▇▇▇▇▇▇ Parties may be paid by delivering to the ▇▇▇▇▇▇ Parties that number of OP Units with a Market Value equal to the cash consideration payable to the ▇▇▇▇▇▇ Parties. Notwithstanding anything to the contrary in this Agreement, from and after Optionee’s receipt of any such ROFR Notice, Optionee shall not sell have the Offered Interest right to exercise its Option pursuant to Section 3 hereof, except as otherwise provided below. If Optionee fails to make such election on a timely basis, Optionee’s rights under this Section 4 shall expire and be of no further force or effect; provided, however, that such rights under this Section 4,and Optionee’s right to exercise its Option pursuant to Section 3 hereof, shall each be revived and reinstated in favor of Optionee in the Offer event Optionor has not, within ninety (90) 180 days after following the termination (by passage of time Notice Date, consummated the transaction with the applicable Offeree on terms which are generally as good or otherwise) more favorable to Optionor than the Acquisition Terms offered to Optionee. The term of the rights right of first refusal created under contained in this Section 8.2, 4 shall commence upon the Selling Member may not thereafter transfer IPO Closing Date and shall continue until the Offered Interest, without again complying with earlier of (i) the provisions date this Agreement terminates pursuant to Section 7 below and (ii) the expiration of this Section 8.2the Option Term (the “ROFR Term”).

Right of First Refusal. If (a) If, at any time on or after the Lapse Date and prior to a Member receives Public Offering, any holder of Employee Securities (for purposes of this Section 3.2(a), a bona fide offer (“Offer”) which the Member (“Selling MemberEmployee Holder”) proposes to acceptsell any or all of his Employee Securities (other than an Exempt Employee Transfer) to a third party (a “Proposed Sale”), whether or not solicited, such Selling Employee Holder shall first notify the Company in writing. Such Selling Employee Holder’s notice to the Company (the “Proposed Sale Notice”) shall (i) state such Selling Employee Holder’s intention to sell Employee Securities to one or otherwise dispose more persons, the amount of its entire Member Interest Employee Securities to be sold, the purchase price therefor, and the other material terms of the Proposed Sale and (ii) contain an irrevocable offer to sell such Employee Securities to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Proposed Sale. (b) At any time within thirty (30) days after the date of the receipt by the Company of the Offer together with Proposed Sale Notice, the principal Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities covered by the Proposed Sale Notice at the same price and on the same terms and conditions of the saleProposed Sale (or, including if the minimum price (“Proposed Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to includes any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable then, at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices sole option of the Company, at the equivalent all cash price, determined in good faith by the board directors of the Company), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Selling Employee Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Employee Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities so purchased, appropriately endorsed by the Selling Employee Holder. If at the end of the 30-day period, the Company or such other location third party has not tendered the purchase price for such Employee Securities in the manner set forth above, the Selling Employee Holder may, during the succeeding 30-day period, sell not less than all of the Employee Securities covered by the Proposed Sale to a third party on terms no less favorable to the Selling Employee Holder than those contained in the Proposed Sale Notice. Promptly after such sale, the Selling Employee Holder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be agreed requested by the partiesCompany. If, within sixty(60at the end of thirty (30) days following the date expiration of the non30-selling Member’s election day period during which the Company is entitled hereunder to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Employee Securities, the Selling Member may Employee Holder has not thereafter completed the sale of such Employee Securities as aforesaid, all of the restrictions on sale, transfer the Offered Interest, without or assignment contained in this Agreement shall again complying be in effect with the provisions of this Section 8.2respect to such Employee Securities.

Right of First Refusal. If Other than with respect to a transfer to (i) a spouse or lineal descendant, (ii) an Affiliate of a Member, spouse or lineal descendant, or (iii) a Permitted SRT Transfer if any Member receives a bona fide offer desires to assign or otherwise transfer all or any portion of such Member’s Interest (the “OfferOffered Interest”) which ), the Member desiring to so transfer the Offered Interest (the “Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in shall give written notice (the Company, then the Selling Member shall furnish “Offering Notice”) to the non-selling Member written notice transferring Members (the “Non-Selling Members”) of the receipt of Selling Member’s intention to so transfer. The Offering Notice shall specify the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed Offered Interest to be soldtransferred, and a statement as the consideration (which consideration shall consist only of cash) to be received therefor, the identity of the real party in interest making proposed purchaser, and the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by exact terms upon which the Selling Member upon and subject intends to so transfer. For thirty (30) days after the terms and conditions as set forth in this Section 8.2. This Section 8.2 effective date of the Offering Notice (the “Review Period”), the Non-Selling Members shall have the option to elect to purchase from the Selling Member all (but not apply to any sale pursuant to the procedures less than all) of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be at the same price contained and on the same terms as are specified in the Offer. If Offering Notice by delivering to the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at Selling Member a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect written offer to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with thirdIn the event that more than one Non-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election Selling Member elects to purchase the Offered Interest, then each Non-Selling Member so electing shall be entitled to purchase that portion of the Interest offered as such Member’s Interest in the Company bears to the total Interests of all the Non-Selling Members electing to so purchase. If the Non-Selling Members, or any of them, elect to so purchase all of the Offered Interest within the time period specified, then the purchase by such Non-Selling Members of the Offered Interest shall be consummated at the principal place of business of the Company on the terms and conditions set forth in the Offering Notice. At the closing, unless otherwise stipulated in the Offer, the non-selling Selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. free and clear of all liens, security interest and competing claims (cother than security interest granted in favor of the Non-Selling Members who have elected to purchase) If the nonand shall deliver to such Non-selling Member does not elect Selling Members who have elected to purchase such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interest or competing claims as such Non-Selling Members reasonably request. If, within the Review Period, the Non-Selling Members fail to timely and validly offer to purchase all of the Offered Interest, then the Selling Member may accept the Offer andmay, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination expiration of such thirty (by passage of time 30) day period, transfer the Offered Interest to the person or otherwiseentity identified in the Offering Notice on the same terms and conditions and at the same price specified in the Offering Notice. If the Selling Member fails to so transfer the Offered Interest within such ninety (90) of day period, then, prior to transferring the rights of first refusal created under this Section 8.2Offered Interest, the Selling Member may not thereafter transfer the Offered Interest, without again complying shall resubmit an Offering Notice in accordance with the provisions of this Section 8.2and shall comply with the other terms of this Section. Notwithstanding anything in this Section 12.03 to the contrary, all transfers pursuant to this Section 12.03 are subject to the restrictions set forth in Section 12.01 and 12.05 hereof.

Right of First Refusal. If Subject to the terms and conditions ---------------------- specified in this Section 1, Husband and Wife shall each have a Member receives right of first refusal with respect to the future sale, or transfer of any portion of the other party's Ownership Interest in any of the Businesses (the "Offered Interest"). Husband and Wife further agree that any encumbrance of any such Ownership Interest will be made subject to this Right of First Refusal so that any encumbrance holder must, before it obtains an Ownership Interest pursuant to the exercise of any rights arising as a bona fide result of the encumbrance, offer the other party the opportunity to purchase such Ownership Interest for the amount of the encumbrance (“Offer”including accrued interest and costs) which and, if it does obtain an Ownership Interest, it must, before reselling such Ownership Interest, offer it to the Member (“Selling Member”) other party pursuant to this Right of First Refusal. In the event a party proposes to accept, whether or not solicited, to sell or otherwise dispose transfer such interest (the "Selling Party"), he or she must first give written notice (the "Right of its entire Member Interest in the CompanyFirst Refusal Notice"), then the Selling Member shall furnish to the non-selling Member written notice other party (the "Other Party"), specifying as applicable (i) his or her intention to sell or transfer such Offered Interest to a third party, (ii) the name and address of the receipt proposed purchaser(s) or recipient(s), (iii) the nature of Offered Interest he or she proposes to sell, transfer or otherwise encumber, (iv) the Offer together with price for which the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest Offered Interest is proposed to be sold, transferred or encumbered, and a statement as to the identity (v) all other material terms and conditions of the real proposed sale or transfer. Each party in interest making shall notify the Offerother party if and when any Ownership Interest is encumbered, specifying the nature of the encumbrance, the party to whom the encumbrance is given and confirming such third parties' agreement to comply with the provisions hereof. The non-selling MemberWithin thirty (30) days of receipt of the Right of First Refusal Notice, shall then have the right Other Party may elect to purchase all of the Member Offered Interest (“Offered Interest”) proposed to be sold by at the Selling Member upon price and subject to on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant the Right of First Refusal Notice by delivery of written notice to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the OfferSelling Party. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have Within sixty (60) days after receipt delivery of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offernotice, the non-selling Member parties shall deliver arrange for the delivery of payment to the Selling Member Party at the full purchase price against as set forth in the Right of First Refusal Notice, the execution of the appropriate sale documents and the delivery of an instrument appropriately transferring the appropriate transfer documents; and shall each use their best reasonable efforts to consummate the transaction as soon as reasonably possible thereafter. The Selling Party shall be entitled to sell or transfer the Offered Interest sold thereby. (c) If not purchased by the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Other Party to the contrary contained herein (includingpurchaser(s) named in the Right of First Refusal Notice at the price specified in the Right of First Refusal Notice and on the terms and conditions set forth in the Right of First Refusal Notice; provided, without limitationhowever, Section 8.5 hereof), upon that such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer or transfer must be consummated within ninety (90) days after from the termination (by passage of time or otherwise) date of the rights Right of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2First Refusal Notice.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Purchaser in accordance with the terms of this Agreement each of the Vendors and the Purchaser (hereinafter each called the "Disposing Party") hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the "Holding"). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article "14" hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party's interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Property shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which the Member (“Selling Member”) proposes to acceptAt any time, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth specified in this Section 8.29.3, each Class A Member shall have a right of first refusal if any other Class A Member (the “Offering Member”) receives an offer from an Independent Third Party that the Offering Member desires to accept to purchase all or any portion of the Membership Interest owned by the Offering Member (the “Offered Membership Interest”). This Section 8.2 Each time the Offering Member receives an offer for any of its Membership Interest from an Independent Third Party, the Offering Member shall not apply to any sale pursuant first make an offering of the Offered Membership Interest to the procedures other Class A Members in accordance with the following provisions of this Section 8.7. (a) The price at which 9.3 prior to Transferring such Offered Membership Interest to the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedIndependent Third Party. (b) The non-selling Offering Member shall have sixty give written notice (60the “Offering Member Notice”) days after receipt to the Company and the other Class A Members stating that it has received a bona fide offer from an Independent Third Party and specifying: (i) the Offered Membership Interest to be sold by the Offering Member; (ii) the name of the notice to elect Person who has offered to purchase such Offered Membership Interest; (iii) the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) price, which shall be consummated at a closing to be held at comprised solely of cash, and the principal executive offices other material terms and conditions of the CompanyTransfer; and (iv) the proposed date, or at such other time and location as may of the closing of the Transfer, which shall not be agreed by the parties, within sixty(60) less than 60 days following from the date of the non-selling Offering Member Notice. The Offering Member Notice shall constitute the Offering Member’s election offer to purchase Transfer the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver Membership Interest to the Selling Member other Class A Members, which offer shall be irrevocable until the full purchase price against delivery end of an instrument appropriately transferring the Offered Interest sold therebyROFR Notice Period (as defined below). (c) Upon receipt of the Offering Member Notice by a Class A Member, such Class A Member shall have ten Business Days (the “ROFR Notice Period”) to elect to purchase all (and not less than all) of the Offered Membership Interest by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that it offers to purchase such Offered Membership Interest on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable Class A Member. If more than one Class A Member delivers a ROFR Offer Notice, each such Class A Member (the non-selling “Purchasing Member”) shall be allocated its pro rata portion of the Offered Membership Interest based on the respective Class A Membership Interest Percentages of the Purchasing Members, unless otherwise agreed by such Class A Members. Each Class A Member that does not elect deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such Class A Member’s rights to purchase the Offered InterestMembership Interest under this Section 9.3, then and the Selling Offering Member may accept shall thereafter, subject to the Offer andrights of any Purchasing Member, pursuant thereto, be free to sell the Offered Membership Interest and, notwithstanding anything to the contrary contained herein Independent Third Party specified in the Offer Notice pursuant to Section 9.3(d) without any further obligation to such Class A Member pursuant to this Section 9.3. (including, without limitation, d) If no Class A Member delivers a ROFR Offer Notice in accordance with Section 8.5 hereof9.3(c), upon such sale the Offering Member may, during the 60 day period immediately following the expiration of the ROFR Notice Period (the “Waived ROFR Transfer Period”), Transfer subject to and in accordance with Section 9.2 all of the Offered Membership Interest to the Independent Third Party on terms and conditions no more favorable to the execution by Independent Third Party than those set forth in the transferee of this Agreement, Offering Member Notice. If the transferee shall become a Member of the Company. However, if the Selling Offering Member does not sell Transfer the Offered Membership Interest to the Independent Third Party within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Membership Interest shall not be Transferred to the Independent Third Party unless the Offering Member sends a new Offering Member Notice in accordance with, and otherwise complies with, this Section 9.3. (e) At the closing of any Transfer to a Purchasing Member pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.29.3, the Selling Offering Member may not thereafter shall be deemed to have made the Reconveyance Representations and Warranties to the Purchasing Member(s), and the Purchasing Member(s) shall pay the purchase price by wire transfer of immediately available funds to the Offered InterestOffering Member. For the avoidance of doubt, without again complying any Transfer pursuant to this Section 9.3 shall be subject to and must comply with the provisions requirements of this Section 8.29.2.

Right of First Refusal. (a) If a Member receives a bona fide offer CB intends to Transfer all or any part of its Participating Interest, or an Affiliate of CB intends to Transfer Control of CB (“OfferTransferring Entity”) which ), CB shall promptly notify Kazco of such intentions. The notice shall state the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, including in whole or in part, other than monetary, the minimum notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). Kazco shall have thirty (30) days from the date such notice is delivered to notify the Transferring Entity (and the Participant if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (“Sale Price”or its monetary equivalent in cash or currency) at which such interest is proposed to be sold, and a statement as to on the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2the notice. This Section 8.2 shall not apply to any sale pursuant to If it does so elect, the procedures of Section 8.7. (a) The price at which acquisition by the Offered Interest may be purchased other Participant shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value consummated promptly after notice of such other consideration shall be included in the price at which the Offered Interest may be so purchased.election is delivered; (b) The non-selling Member If Kazco fails to so elect within the period provided for above, the Transferring Entity shall have sixty (60) days after receipt following the expiration of such period to consummate the notice Transfer to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-a third party purchasers) shall be consummated at a closing price and on terms no less favorable to be held at the principal executive offices of the Company, or at such other location as may be agreed Transferring Entity than those offered by the parties, within sixty(60) days following the date of the non-selling Member’s election Transferring Entity to purchase the Offered Interest. At the closing, unless otherwise stipulated Kazco in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby.aforementioned notice; (c) If the non-selling Member does not elect Transferring Entity fails to purchase consummate the Offered Interest, then Transfer to a third party within the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreementperiod set forth above, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Paragraph.

Right of First Refusal. If Transfer of Shares by non-Lion party 4.4.1 In the event that an Ordinary Shareholder other than a Member receives a bona fide offer Lion Party (the “Offer”) which the Member (“Selling MemberOfferor”) proposes to accept, whether or not solicited, make a Transfer pursuant to sell or otherwise dispose Clause 4.2.3 of any of its entire Member Interest in the CompanyShares (an “Offer”), then the Selling Member shall furnish it shall, prior to effecting any such Transfer, provide prior written notice (an “Offer Notice”) to the non-selling Member written notice Company and to the Lion Parties (and the Lion Parties shall be the “Offerees”). The Offer Notice shall set out: (a) the number of the receipt of Shares subject to the Offer together with (the principal “Offered Securities”); (b) the price per Share at which such Transfer is proposed to be made (the “Offer Price”); and (c) all other material terms and conditions of the saleOffer, including (collectively, the minimum price “Offer Terms”). The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if it is revoked, the Offeror may not give a further Offer Notice within six months after the date on which the Offer Notice is revoked, and the remaining provisions of this Clause 4.4 shall cease to apply in relation to the revoked Offer Notice, and such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement. 4.4.2 The Offerees shall be entitled to purchase some or all of the Offered Securities, provided that the allocation of the Offered Securities among the Offerees shall be on a pro rata basis or on such other basis as the Offerees may determine, and the Offerees shall notify the Offeror of the allocation among the Offerees. 4.4.3 The receipt of an Offer Notice by the Offerees shall constitute an offer by the Offeror to sell to the Offerees, for cash, the Offered Securities on the Offer Terms (“Sale PricePre-emption Offer”) at which such interest is proposed to be sold, and ). For a statement as to the identity period of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) thirty days after receipt of the notice Offer Notice, the Offerees shall have the right, but not the obligation, to elect accept the Pre-emption Offer in relation to purchase the Offered InterestSecurities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror. 4.4.4 Failure by the Offerees to deliver an Acceptance Notice before the expiration of the thirty-day period shall be deemed a rejection of the Pre-emption Offer by the Offerees. The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, the Offered Securities on the Offer Terms. 4.4.5 In respect of each Offer Notice which is accepted as to some or all of the Offered Securities within the thirty day period prescribed by Clause 4.4.3, the Offerees shall purchase transaction (unless otherwise agreed and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that, if the purchase and sale of such Offered Securities is subject to with third-party purchasers) any prior regulatory approval, the time period during which such purchase and sale may be completed shall be consummated extended until the expiration of five Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice. 4.4.6 The Offeror shall have the right for a period of ninety days following the date of an Offer Notice to sell any Offered Securities to which such Offer Notice relates and in respect of which an Acceptance Notice has not been delivered pursuant to the provisions of this Clause to any third party (a “Third Party Purchaser”) at a closing price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to be held at the principal executive offices third party than the Offer Terms, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the Company, or at time period during which such other location as purchase and sale may be agreed by consummated shall be extended until the parties, expiration of fifteen Business Days after all such approvals shall have been received but only to the extent that such application(s) for regulatory approval were promptly made and in any event within sixty(60) the sixty days following the date of the non-selling Member’s election Offer Notice. If any Offered Securities are not sold pursuant to purchase the provisions of this Clause 4.4.6 prior to the expiration of the time period prescribed by this Clause 4.4.5, such Offered InterestSecurities shall become subject once again to the provisions and restrictions of this Agreement. At Transfer of shares by a Lion Party or the closingCompany 4.4.7 The Lion Parties and the Company hereby agree with the Bison Parties: (a) that, unless otherwise stipulated prior to the commencement of any formal sale process (including a formal auction process or other analogous situation involving the appointment of a third party financial adviser) (a “Formal Sale Process”) in relation to the sale of (i) all or substantially all of the shares of LuxCo1 held by the Company; (ii) all or substantially all of the assets of the Group; or (iii) the interest held by the Lion Parties in the Company (together with (i) and (ii), the “First Look Assets”), the Lion Parties or the Company, as the case may be, will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets; or (b) that, in the event of a possible sale of any of the First Look Assets outside of a Formal Sale Process, prior to (i) granting access to information which constitutes the undertaking of a material due diligence process by a third party or (ii) signing either (a) exclusivity with a third party or (b) a sale and purchase agreement with a third party, the Lion Parties or the Company will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets. 4.4.8 If, following the expiry of the 90 day period under Clause 4.4.7(a) or (b) above the Lion Parties or the Company and the Bison Parties fail to agree upon the price or terms of a Sale of the First Look Assets, the Lion Parties or the Company shall, subject to Clauses 4.5, 4.6, and the obligation to maintain Control contained in Clause 8.21, be permitted to dispose of the First Look Assets to such Person and on such terms as the Lion Parties, in their absolute discretion, may determine. Seller Party Offer 4.4.9 If the Seller Party makes an Offer (as defined under Clause 5.4.1 of the LuxCo1 Shareholders’ Agreement) (a “LuxCo Offer”) and the Company receives an Offer Notice (as defined in the LuxCo Shareholders’ Agreement), the Company shall, prior to accepting or rejecting the LuxCo Offer, the non-selling Member shall deliver provide prior written notice (a “LuxCo Offer Notice”) to the Selling Member Ordinary Shareholders. The LuxCo Offer Notice shall set out: (a) the full purchase number of LuxCo shares subject to the LuxCo Offer (the “LuxCo Offered Securities”); (b) the price against delivery of an instrument appropriately transferring the Offered Interest sold thereby.per share at which such sale is proposed to be made; and (c) If all other material terms and conditions of the non-selling Member does not elect LuxCo Offer, (collectively, the “LuxCo Offer Terms”). 4.4.10 Each Ordinary Shareholder (the “Accepting Shareholder”) may direct the Company to purchase the Offered Interest, then the Selling Member may accept the LuxCo Offer (on the LuxCo Offer Terms) and purchase all the LuxCo Offered Securities (the “LuxCo Share Acquisition”). To fund the LuxCo Share Acquisition, the Accepting Shareholder(s) will subscribe for such new Ordinary Shares in the Company, in the same class as is held by that Accepting Shareholder, as are equal in value to the LuxCo Share Acquisition and, pursuant theretoin the case of there being more than one Accepting Shareholder, sell the Offered Interest and, notwithstanding anything each Accepting Shareholder shall subscribe for such Ordinary Shares as are in proportion to the contrary contained herein (includingnumber of, without limitation, Section 8.5 hereof), upon such sale and of the same class as, Ordinary Shares held by them, but so that no Accepting Shareholder shall be issued a number of New Shares greater than the number for which he applied. 4.4.11 Upon receipt of a LuxCo Offer Notice, each of the Shareholders will promptly, but in any event within thirty (30) Business Days, inform the Company in writing if they wish the Company to acquire the LuxCo Offered Interest and Securities on the execution by LuxCo Offer Terms. If any Shareholder so informs the transferee of this AgreementCompany that it wishes the Company to accept the LuxCo Offer, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the Company undertakes it will promptly exercise its rights of first refusal created under this Section 8.2, Clause 5.4 the Selling Member may not thereafter transfer LuxCo1 Shareholders’ Agreement to acquire the LuxCo Offered Interest, without again complying with Securities. 4.4.12 Any issues of New Shares by the provisions of this Section 8.2Company pursuant to Clause 4.4.10 above shall be free from any Pre-emption Rights.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which In the event that any Member (the “Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose receives from any prospective Transferee other than any Member and other than any Person that qualifies as an Affiliate Transferee of its entire Member Interest in the Company, then the Selling Member shall furnish (such prospective Transferee, the “Offeror”) a bona fide written offer (the “Offer”) to the non-selling Member written notice directly or indirectly purchase all, but not less than all, of the receipt of Membership Interest owned by the Offer together with Selling Member (such Membership Interest, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) in any transaction or series of related transactions on terms that the Selling Member is willing to accept, the Selling Member shall, as promptly as practicable but in no event later than five Business Days after the Selling Member’s receipt of the Offer, provide written notice thereof (the “Offer Notice”) to the Company and the Member that is not the Selling Member (the “Non-Selling Member”). The Offer Notice shall set forth (i) the aggregate Percentage Interest represented by the Offered Interest (which shall be all of the Percentage Interest owned by the Selling Member), (ii) the identity of the Offeror, (iii) the type and amount of consideration proposed to be sold paid for the Offered Interest (including a description of any proposed non-cash consideration), (iv) the terms of the Offeror’s financing, if any, and (v) any other material terms or conditions of the Offer (collectively, the “Offer Terms”) and shall include copies of all documentation relating to the Offer, including all offer letters, term sheets and written draft Contracts proposed to be entered into in connection therewith; provided that, in the event that the Offer is part of a broader transaction involving the Selling Member or an Affiliate thereof, the determination of the portion of the consideration for such transaction constituting the proposed purchase price for the Offered Interest for the purposes of a Matching Offer shall be made by an Appraiser selected by the Selling Member upon and subject reasonably acceptable to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNon-Selling Member. (b) The nonNon-selling Selling Member shall have sixty (60) may, within 45 days after receipt the date of the Offer Notice (5:00 p.m. (New York City time) on such 45th day, the “ROFR Deadline”), irrevocably offer to purchase all, but not less than all, the Offered Interest pursuant to and in accordance with Section 10.05(c) by providing written notice to elect of such offer to purchase the Offered InterestInterest (a “ROFR Election Notice”) to the Company and the Selling Member prior to the ROFR Deadline. The purchase transaction Any such ROFR Election Notice shall contain a bona fide, binding, fully financed offer on behalf of the Non-Selling Member on the Offer Terms, it being agreed that if any of the Offer Terms include non-cash consideration, the Non-Selling Member may substitute cash of equivalent value (unless otherwise agreed any such offer made pursuant to and in accordance with third-party purchasersthis Section 10.05(b), a “Matching Offer”). (c) If a valid and timely Matching Offer is made, the Selling Member shall be consummated at a closing entitled, in its sole discretion, either to be held at continue to hold the principal executive offices Offered Interest or to Transfer all, but not less than all, the Offered Interest to the Non-Selling Member on the terms and conditions of the CompanyMatching Offer. Within ten Business Days after receipt of such Matching Offer, the Selling Member shall notify the Non-Selling Member and the Company of whether the Selling Member elects to accept the Matching Offer (a “ROFR Acceptance”) or at such other location as may be agreed by decline the parties, within sixty(60) days following the date of the non-selling Member’s election Matching Offer and continue to purchase hold the Offered Interest. If no such notice is delivered prior to the expiration of such ten-Business Day period, the Selling Member shall be deemed to have declined the Matching Offer. If the Selling Member delivers a ROFR Acceptance, the closing of the Transfer of the Offered Interest contemplated by the Matching Offer pursuant to this Section 10.05 (the “ROFR Closing”) shall occur not later than the later of (i) 30 days after the delivery of the ROFR Acceptance and (ii) five Business Days after the date on which all of the following conditions are satisfied or (to the extent permitted by applicable Law) waived by the applicable Member, or, subject to such satisfaction or waiver, on such other date as the Selling Member and the Non-Selling Member may mutually agree upon: (i) there shall not be in effect any Law or Order that enjoins, restrains, prohibits or makes illegal the ROFR Closing; and (ii) there shall have been obtained all material consents and approvals from Governmental Authorities that are required for each of the Selling Member and the Non-Selling Member, as applicable, to effect the ROFR Closing. (d) At the closingROFR Closing, unless otherwise stipulated in (i) the Offer, the nonNon-selling Selling Member shall deliver to the Selling Member the full aggregate purchase price against delivery of an instrument appropriately transferring for the Offered Interest sold thereby. set forth in the Matching Offer and (cii) If the nonSelling Member shall deliver to the Non-selling Selling Member does not elect good and marketable title to purchase the Offered Interest, then free and clear of all Encumbrances, pursuant to and in accordance with definitive agreements customary for such transactions and reasonably acceptable to the Selling Member may accept and the Offer andNon-Selling Member; provided, pursuant theretohowever, sell that the representations and warranties to be made by the Selling Member shall be limited to the following customary representations and warranties related to authority, ownership and the ability to convey title to the Offered Interest and(and the Selling Member shall agree to indemnify the Non-Selling Member for breach of such representations and warranties): (w) the Selling Member holds all right, notwithstanding anything title and interest in and to the contrary contained herein Offered Interest that the Selling Member purports to hold, free and clear of all Encumbrances, (includingx) the obligations of the Selling Member in connection with the transaction have been duly authorized, without limitation(y) the documents to be entered into by the Selling Member have been duly executed by the Selling Member and delivered to the Non-Selling Member and are enforceable against the Selling Member in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered into in connection with such transaction, Section 8.5 hereofnor the performance of the Selling Member’s obligations thereunder, will cause a breach or violation of the terms of any material Contract to which the Selling Member is a party or Law or Order applicable to the Selling Member (collectively, the “Required Representations”), upon such sale . (e) If a Matching Offer for all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become is not set forth in a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant ROFR Election Notice prior to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2ROFR Deadline, the Selling Member may shall be entitled, in its sole discretion, either to continue to hold the Offered Interest or to Transfer all, but not thereafter transfer less than all, the Offered Interest to the Offeror at a price no less than the price pursuant to, and on other terms no more favorable to the Offeror than those of, the Offer Terms within 60 days following the ROFR Deadline (which period shall be extended by any period of time required to comply with applicable Law or the requirements of any Governmental Authority). In the event that the Selling Member shall not have consummated such Transfer within such period, any subsequent Transfer of the Offered Interest shall be subject to this Section 10.05. (f) The Company and each Member shall reasonably cooperate in connection with, and shall, as reasonably requested, take (or cause to be taken) all actions and execute (or cause to be executed) all instruments, in each case reasonably necessary or appropriate to effect, the Transfer of the Offered Interest to the Non-Selling Member or the Offeror, as applicable, pursuant to and in accordance with this Section 10.05; provided, however, that neither the Company nor any Member shall be obligated to offer any consideration (except as expressly provided in this Section 10.05), agree to any restriction or modify the rights and obligations of such Person under this Agreement in connection therewith. (g) The obligations of the Selling Member and the rights of the Non-Selling Member set forth in this Section 10.05 shall apply to each Offer made with respect to any Offered Interest, without again complying with the provisions of this Section 8.2including any amendment to a prior Offer for which an Offer Notice has previously been delivered.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer (“Offer”) which may transfer all or any part of the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest 's interest in the Company, then Company (the Selling "Interest") as follows: 8.2.1 The Member shall furnish desiring to transfer his or her Interest first must provide written notice (the "Notice") to the non-selling Member written notice other Members, the price of which is to be the face value of the Member’s initial investment less a 10% discount (the "Offer"). 8.2.2 For a period of 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 15 days after expiration of the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased30-day notice period. (b) The non8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-selling Member shall have sixty (60) days after day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to with third-party purchasers) shall any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be consummated at a closing price or on terms that are more favorable to be held the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at the principal executive offices that other price or other terms. 8.2.4.1 Any transfer of Economic Rights pursuant to Section 8.2.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or at such other location as may its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be agreed by eliminated, and the parties, within sixty(60) days following the date Ownership Interests of the non-selling Member’s election to purchase the Offered Interest. At the closingremaining Members, unless otherwise stipulated for purposes only of such votes, consents, and participation in the Offermanagement, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interestwill be proportionately increased until such time, then the Selling Member may accept the Offer andif any, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by as the transferee of this Agreementthe Economic Rights becomes a fully substituted Member. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the transferee shall become a sole remaining Member be entitled to and elect to acquire all the Interests of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) other Members of the rights Company in accordance with the provisions of first refusal created under this Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendent, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. From the date of this Agreement until the later of: (i) one year from the Closing; and (ii) the closing date of the Corporation’s next treasury offering of securities, whether by way of private placement or public offering, the Lead Agent shall be provided with the exclusive right and opportunity to act as lead manager and sole bookrunner for any offering of securities of the Corporation to be issued and sold in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer. If the Corporation is intending to proceed with any such issuance or has received a Member receives proposal for any such issuance, the Corporation shall provide to the Lead Agent notice (a bona fide offer (“OfferFinancing Notice”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the proposed terms thereof (including the commission payable to that agent) and the Lead Agent shall have ten (10) Business Days following receipt of the Offer together with Financing Notice to respond to the principal terms and conditions Corporation notifying it that the Lead Agent is desirous of acting as agent, or participating as the case may be, in such offering on behalf of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Corporation on the terms and conditions contained therein. If the Lead Agent declines in writing or fails to respond to the Financing Notice within 10 (ten) Business Days following the receipt thereof, the Corporation may proceed with such offering through another agent or underwriter, provided the arrangement with such agent or underwriter is entered into within thirty (30) days thereafter (it being acknowledged and agreed by the Lead Agent that if the Corporation issues any securities to which the foregoing would apply, but does not retain or utilize a registered dealer as set forth in this Section 8.2. This Section 8.2 agent therefore, the foregoing shall not apply to such issuance, unless any sale of the subscribers to the issuance of such securities is a subscriber or beneficial purchaser of securities pursuant to the procedures of Section 8.7Offering). (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If Notwithstanding the foregoing, if and only if the Class B Majority Holders exercise their rights under Section 7.1 and Section 7.2 hereunder, the Founders shall have a Member receives right of first refusal to consummate the Compulsory Sale as the purchaser (either directly or indirectly through an acquisition vehicle) at the same price, terms and conditions as applicable to the Compulsory Sale (provided that if any portion of the price is payable by the Prospective Purchaser in a bona fide offer (“Offer”form other than cash, the Founders shall be permitted to pay cash in lieu thereof based on the fair market value thereof) which as set forth in the Member (“Selling Member”) proposes to acceptCompulsory Sale Notice. To exercise such right of first refusal, whether or not solicitedthe Founders must deliver, within 10 Business Days of its receipt of a notice from the Class B Majority Holders requiring the Founders to sell or otherwise dispose of its entire Member Interest in their Equity Securities on substantially the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal same terms and conditions of the saleCompulsory Sale as agreed by the Class B Majority Holders (the “Compulsory Sale Notice”), including an irrevocable, binding offer that is capable of acceptance by the minimum price (“Class B Majority Holders, which offer shall be on terms and conditions, individually and in the aggregate, at least as favorable to the Class B Majority Holders as in the Compulsory Sale Price”) at which such interest is proposed to be solddescribed in the Compulsory Sale Notice, and a statement as that includes evidence reasonably satisfactory to the identity Class B Majority Holders (i) of the real party in interest making the Offer. The non-selling Member, shall then have the right financing sufficient to purchase the Member Interest (“Offered Interest”) proposed to be sold consummate such transaction by the Selling Member upon Founders, and subject (ii) that all conditions (including approvals) necessary to consummate such transaction by the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to Founders can be obtained without material cost or delay that is any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained worse than that in the OfferCompulsory Sale. If the price contained Founders satisfy the foregoing requirements, they shall consummate such transaction in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later dateaccordance with therewith; otherwise, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the Founders’ rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying 7.3 shall be deemed void with the provisions of this Section 8.2respect to such Compulsory Sale.

Right of First Refusal. If (a) If, at any time after the fifth anniversary of the Effective Date and prior to the date of consummation of a Member Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a)) (the “Offeror”), which the Member (“Selling Member”) proposes Management Stockholder wishes to accept, whether or not solicited, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell or otherwise dispose of its entire Member Interest such Stock to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Offer together with Management Stockholder’s notice, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right and option to purchase purchase, or to arrange for a third party to purchase, all (but not less than all) of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale Third Party Offer, pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased4(b). (b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-selling Member cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall have notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days after receipt following the expiration of the notice to elect 15-day period during which the Company is entitled hereunder to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Management Stockholder has not completed the sale of such shares of the CompanyStock as aforesaid, or at such other location as may be agreed by the parties, within sixty(60) days following the date all of the non-selling Member’s election restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to purchase such shares of the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyStock. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding Notwithstanding anything in this Agreement to the contrary contained herein (includingcontrary, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, 4 shall terminate and be of no further force or effect upon the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions occurrence of this Section 8.2a Change in Control.

Right of First Refusal. If (a) In the event that any Holder (a Member receives a bona fide offer (“OfferSelling Holder”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, desires to sell or otherwise dispose of its entire Member Interest transfer Shares in a transaction which is not a Permitted Transfer, the Selling Holder shall deliver to the Company, then the Selling Member shall furnish to the non-selling Member a written notice of the receipt of intention to sell and the Offer together with the principal terms and conditions of the proposed sale, including the minimum purchase price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party proposed purchaser (hereinafter referred to as a “Notice of Intention to Sell”), together with a written offer (hereinafter referred to as the “First Inside Offer”) irrevocable for fifteen (15) days from its receipt, to sell to the Company for a price determined in interest making accordance with Section 3(d) all (but not less than all) of the Shares covered by the Notice of Intention to Sell, on the same terms and conditions as are contained in the Notice of Intention to Sell. If the Company accepts the First Inside Offer (which it may do as to all or part of the Shares offered, subject to the remaining Stockholders agreeing to purchase the rest of such Shares offered in accordance with Section 3(b)), the Company shall purchase and pay for such Shares in accordance with the terms of the First Inside Offer and Sections 4 and 5 hereof. (b) If the Company does not accept the First Inside Offer, or accepts the First Inside Offer in part, the Selling Holder shall thereupon deliver to each of the other Stockholders a written offer irrevocable for fifteen (15) days to sell to such Stockholders for a price determined in accordance with Section 3(d) all (but not less than all) of the Shares which the Company has not elected to purchase in the First Inside Offer (hereinafter referred to as the “Second Inside Offer”), on the same terms and conditions as the First Inside Offer. The nonSecond Inside Notice shall also notify such Stockholders that they may be eligible Co-selling MemberSellers pursuant to Section 6. The Stockholders shall have the right to accept the Second Inside Offer on at least a pro rata basis in accordance with the number of shares of Common Stock owned, or obtainable by each of them in relation to the number of shares of Common Stock owned, or obtainable by Stockholders other than the Selling Holder, calculated on a Fully Diluted Basis. Each exercising Stockholder shall then give written notice to the Selling Holder and to the Company stating the quantity of Shares which such Stockholder desires to purchase (which quantity may exceed the number of Shares such Stockholder would be entitled to purchase on a pro-rata basis as provided above in this Section 3 if all Stockholders exercised this right). If the total number of Shares specified in such Stockholders’ notices exceed the number of Shares offered in the Second Inside Offer, each exercising Stockholder shall have the right to purchase such portion of the Member Interest (“Offered Interest”) proposed to be sold by Shares offered in the Selling Member upon and subject to the terms and conditions Second Inside Offer on a pro-rata basis with all other exercising Stockholders determined as set forth provided above in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant 3, up to the procedures number of Section 8.7. (a) Shares specified in its notice. The price at which the Offered Interest may be Shares not so purchased shall be allocated on a pro-rata basis determined as provided above in this paragraph among the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect exercising Stockholders electing to purchase more than their pro-rata portions up to the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices number of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated Shares specified in the Offer, the non-selling Member shall deliver each exercising Stockholders’ notice to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyHolder. (c) If all of the non-selling Member does not elect to purchase the Offered Interest, then Shares offered by the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does Holder are not sell the Offered Interest purchased pursuant to the Offer within ninety (90) days after First and the termination (by passage of time Second Inside Offer, or otherwise) of the rights of first refusal created under this Section 8.2payment therefor is not made in accordance with Sections 4 and 5 hereof, the Selling Member Holder may not thereafter transfer sell the Offered Interest, without again Shares to the bona fide third party purchaser identified in the Notice of Intention to Sell (the “Third Party Purchaser”) (subject to the Selling Holder first complying with the provisions of Section 6) on the same terms and conditions set forth in the Notice of Intention to Sell, during the sixty (60) day period immediately following expiration of the Second Inside Offer or the time for payment for the Shares, as the case may be. All Shares transferred pursuant to this Section 8.2Agreement shall remain subject to the terms of this Agreement. Any Shares not purchased pursuant to the First Inside Offer or the Second Inside Offer or by the Third Party Purchaser within the time periods specified herein may not be sold or otherwise disposed of without again offering them to the Company and the Stockholders in accordance with this Agreement. (d) The purchase price to the Company or the Stockholders for Shares offered pursuant to the First Inside Offer and the Second Inside Offer shall be an amount equal to one hundred percent (100%) of the cash purchase price and one hundred percent (100%) of the fair market value of any non-cash consideration set forth in the Notice of Intention to Sell.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which A Shareholder (the Member (“Selling Member”"Offering Shareholder") who proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in any shares of Stock shall give a notice (the Company, then "Notice") signed by the Selling Member shall furnish offering Shareholder to the nonCompany and on the same day give Notice to the other Shareholder (the "Non-selling Member written notice Offering Shareholder") of such Offering Shareholder's proposed disposition; PROVIDED, HOWEVER, that no Notice of any proposed disposition by sale of the receipt offered Shares shall be valid unless the Offering Shareholder shall have received prior to the date of the Offer together with Notice an offer therefor in writing from any BONA FIDE purchaser stating the principal terms price, terms, and conditions of the proposed sale. The Notice shall specify the number of shares (the "Offered Shares") the Offering Shareholder intends to dispose of, including identify and give the minimum price (“Sale Price”) at which such interest is proposed address of the person to be soldwhom the Offering Shareholder proposes to dispose of the Offered Shares, and a statement as to indicate the identity price, terms, and conditions of the real party in interest making the Offerproposed disposition. The non-selling Member, Company shall then have the right irrevocable and exclusive first option, but not the obligation, to purchase all, but not part, of the Offered Shares, at the price and upon any terms and conditions equal to those offered by the prospective purchaser, provided that the Company gives notice of its election to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Shares to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to Offering Shareholder within 30 days after the procedures of Section 8.7. (a) The price at which Company receives the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNotice. (b) The non-selling Member shall have sixty (60) days after receipt of If the notice to Company does not elect to purchase all of the Offered Interest. The purchase transaction Shares as provided in Section 3(a) above, then the Offering Shareholders shall thereafter provide the Non-Offering Shareholder with a notice (unless otherwise agreed to with thirdthe "Second Notice") that the Company has not so elected, and the Non-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby.Offering Shareholder 2 (c) If an Offering Shareholder gives the nonrequired Notice, and the Second Notice, and the Company and the Non-selling Member does Offering Shareholder do not elect elect, pursuant to Sections 3(a) and 3(b) , to purchase the Offered InterestShares, then the Selling Member Offering Shareholder may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale dispose of the Offered Interest Shares to the person or persons, at the price, and on the execution terms and conditions specified in the Notice, provided that each such person acquiring the Offered Shares becomes a party to this Agreement upon such acquisition, and any shares not so disposed of by such Offering Shareholder may not thereafter be disposed of, except in compliance with the transferee terms and conditions of this Agreement, . (d) The provisions of Section 3 shall remain in effect for so long as Odzer owns more than fifteen percent (15%) of the transferee shall become a Member outstanding Stock of the Company. HoweverFurthermore, if the Selling Member does Proxy given as of May 15, 1995 shall continue irrevocable for so long as this Section 3 remains in full force and effect. (e) The provisions of Section 3 shall not sell the Offered Interest apply to (i) any proposed dispositions to be made pursuant to Rule 144 or any Registration Statement in effect under the Offer within ninety Securities Act of 1933, as amended, or (90ii) days after any transfers by a Shareholder of shares of Stock or beneficial interests therein to their respective spouses, or other immediate family members, or to a trust or other entity for the termination (by passage sole benefit of time or otherwise) any of the rights of first refusal created under this Section 8.2, foregoing; provided that any such transferee agrees to be bound by the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms of this Section 8.2Agreement.

Right of First Refusal. If (a) If, at any time on or after the fifth anniversary of the Closing Date and prior to the earlier of (i) a Member receives Public Offering resulting in a bona fide offer public market for the Securities and (“Offer”ii) which a Sale of the Member Company, any holder of Employee Securities (for purposes of this Section 3.2(a), a “Selling MemberEmployee Holder”) proposes to acceptsell any or all of his Employee Securities (other than a Transfer described in Section 3.3(b)) to a third party (a “Proposed Sale”), whether or not solicitedsuch Selling Employee Holder shall first notify the Company in writing, which notice shall (x) state such Selling Employee Holder’s intention to sell Employee Securities to one or otherwise dispose more persons, the amount of its entire Member Interest Employee Securities to be sold, the purchase price therefor, the identity of each prospective transferee, if known, and the other material terms of the Proposed Sale and (y) contain an irrevocable offer to sell such Employee Securities to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Proposed Sale (such notice, the “Proposed Sale Notice”). (b) At any time within thirty (30) days after the date of the receipt by the Company of the Offer together with Proposed Sale Notice, the principal Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities covered by the Proposed Sale Notice at the same price and on the same terms and conditions of the saleProposed Sale (or, including if the minimum price (“Proposed Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to includes any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable then, at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices sole option of the Company, at the equivalent all cash price, determined in good faith by the management committee or board directors of the Company, as applicable), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Selling Employee Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Employee Holder at the principal office of the Company or one of its Subsidiaries against delivery of certificates or other instruments representing the Employee Securities so purchased, appropriately endorsed by the Selling Employee Holder. If at the end of the 30-day period, the Company or such other location third party has not tendered the purchase price for such Employee Securities in the manner set forth above, the Selling Employee Holder may, during the succeeding 30-day period, sell not less than all of the Employee Securities covered by the Proposed Sale to a third party on terms no less favorable to Selling Employee Holder than those contained in the Proposed Sale Notice. Promptly after such sale, the Selling Employee Holder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be agreed requested by the partiesCompany. If, within sixty(60at the end of thirty (30) days following the date expiration of the non30-selling Member’s election day period during which the Company is entitled hereunder to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Employee Securities, the Selling Member may Employee Holder has not thereafter completed the sale of such Employee Securities as aforesaid, all of the restrictions on sale, transfer the Offered Interest, without or assignment contained in this Agreement shall again complying be in effect with the provisions of this Section 8.2respect to such Employee Securities.

Right of First Refusal. If (a) Except as otherwise provided herein, if a Member receives wishes to Transfer all or a part of its Interest (a “Transferring Member”), such Member shall first deliver to the other Members (the “Offered Members”) a written notice (an “Offer Notice”), which shall (i) state the Transferring Member’s intention to sell all or a portion of its Interest to one or more Persons, the portion of its Interest to be sold (the “Subject Interest”), the purchase price therefor and a summary of the other material terms of the proposed Transfer and (ii) offer the Offered Members the option to acquire their pro rata share (based on their Percentage Interests) of all or a portion of such Subject Interest upon the terms and subject to the conditions of the proposed Transfer as set forth in the Offer Notice (the “Offer”). A Member may submit an Offer Notice only if such Member has received a bona fide offer written offer, the terms of which are reflected in the Offer Notice. The Offer shall remain open and irrevocable for the periods set forth below (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicitedand, to sell or otherwise dispose the extent the Offer is accepted during such period, until the consummation of its entire Member Interest in the Company, then sale contemplated by the Selling accepted Offer). Each Offered Member shall furnish to have the non-selling Member written notice right and option, for a period of the 30 days after its receipt of the Offer together with Notice (the principal terms and conditions “Acceptance Period”), to accept all or any part of its pro rata share (based on the Percentage Interests of the sale, including the minimum price (“Sale Price”Offered Members) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making Subject Interest so offered at the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon price and subject to on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained stated in the Offer Notice. Such acceptance shall consist be made by delivering a written notice to the Transferring Member during the Acceptance Period specifying the portion of the Subject Interest the Offered Member will purchase. If any Offered Member (in whole or in partthe “Accepting Offered Member”) elects to accept its entire pro rata portion of consideration the Subject Interest as described above, but the other than cashOffered Member (the “Non-Accepting Offered Member) does not elect to accept its entire pro rata portion of the Subject Interest as described above, payable then the Accepting Offered Member shall have the right, but not the obligation, to accept the Non-Accepting Offered Member’s pro rata portion of the Subject Interest at the closing thereof or at a later date, purchase price and on the cash equivalent fair market value of such other consideration shall be included terms stated in the price at which the Offered Interest may be so purchasedOffer Notice. (b) The non-selling Member If effective acceptance shall have sixty (60not be received pursuant to Section 8.3(a) days after receipt above with respect to all of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Subject Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such offered for sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer Notice, then the Transferring Member may Transfer all or any portion of its Subject Interest at a price not less than the price, and on terms not more favorable to the purchaser thereof than the terms, stated in the Offer Notice at any time within ninety (90) 90 days after the termination expiration of the Acceptance Period (by passage the “Sale Period”). To the extent the Transferring Member Transfers all or, if the Offered Members have accepted the Offer with respect to a part of time or otherwisesuch Transferring Member’s interest, the remaining portion of the Interest so offered during the Sale Period, the Transferring Member shall promptly notify the Company, and the Company shall promptly notify the other Members, as to (i) the Interest, if any, that the Transferring Member then owns, (ii) the Interest that the Transferring Member has transferred, (iii) the terms of such Transfer and (iv) the name of the owner(s) of any of the rights Interest Transferred. In the event that all of first refusal created under this Section 8.2the Subject Interest is not sold by the Transferring Member during the Sale Period, the Selling right of the Transferring Member may not thereafter transfer to Transfer such unsold Subject Interest shall expire and the Offered Interest, without again complying with the provisions obligations of this Section 8.28.3 shall be reinstated; provided, however, that, in the event that the Transferring Member determines, at any time during the Sale Period, that the Transfer of all of the Interest on the terms set forth in the Offer Notice is impractical, the Transferring Member may, with the consent of a majority of the members, terminate the offer and reinstate the procedure provided in this Section 8.3 without waiting for the expiration of the Sale Period.

Right of First Refusal. If at any time a Member receives (the "Selling Member") desires to Transfer all (but not less than all) of the Distribution rights associated with its Interest (the "Subject Interest") to a third party pursuant to a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase for cash, or cash and notes, the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 following shall not apply to any sale pursuant to the procedures of Section 8.7.apply: (a) The price at which Selling Member shall give to each other Member(s) (collectively the Offered Interest may be purchased shall be "Other Members") a written offer describing the Subject Interest, the name of the proposed purchaser, the price contained in and payment terms and other terms and conditions offered by the proposed purchaser (the "Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased"). (b) The non-selling Member Other Members shall have sixty (60) 30 days after from the receipt of the notice Offer to elect to purchase accept the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms and conditions set forth in the Offer, the non-selling Member shall deliver as buyer, by giving written notice thereof to the Selling Member. Subject to subsection (c) below, each Other Member shall have the full right to purchase price against delivery a portion of an instrument appropriately transferring the Offered Subject Interest sold therebyequal to (i) a fraction the numerator which is the Percentage Interest of the Other Member and the denominator of which is the sum of the Percentage Interests of all of the Other Members who desire to purchase part of the Subject Interest or (ii) such other portion as shall be agreed upon by all such Other Members who desire to so purchase. (c) If some or all of the non-selling Member does not elect Other Members agree to purchase all (but not less than all) of the Offered Subject Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by Other Members who are purchasing shall close the transferee purchase upon the terms and conditions of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) 60 days after the termination Offer is made (by passage of time or otherwise) if later the closing date set forth in the Offer). If the purchase price set forth in the Offer includes any secured notes, a pledge of the rights Subject Interest as collateral by the purchasing Other Members shall be deemed equivalent to the collateral described in the Offer. (d) If the Other Members fail to agree to purchase all of first refusal created under this Section 8.2the Subject Interest within the time period set out above, the Selling Member may not thereafter transfer shall have the Offered Interest, without again complying right (subject to compliance with the provisions of Section 9.2 (excluding subsection (b) thereof) and if the purchaser is to become a Substitute Member, subject to Section 9.3 (excluding subsection (e) thereof)) to consummate the sale or conveyance of all of the Subject Interest so long as (i) the purchaser is the proposed purchaser named in the Offer, (ii) the price, payment and other terms are at least as favorable to the Selling Member as those set forth in the Offer, (iii) the closing occurs on or before the date set forth in the Offer (but no more than 120 days after the date of the Offer). (e) Any purchaser of a Subject Interest under subsection (d) above desiring to make a further sale or conveyance of any part of the Subject Interest shall be subject to this Section 8.2Section.

Right of First Refusal. 3.1 If a Member receives a bona fide any Stockholder (the "Selling Stockholder") desires to accept an offer (“other than with respect to a Public Sale or a Fast-Track Sale, consistent with the definitions thereof, or a tender or exchange offer to which Section 3.4 is applicable) (a "Bona Fide Offer”") from a Person which is not a Related Party of such Selling Stockholder (the Member "Prospective Purchaser") to purchase any or all of the Covered Securities beneficially owned by such Selling Stockholder (“the "Subject Shares"), such Selling Member”) proposes to acceptStockholder shall, whether or not solicitedin accordance with the following procedures, terms and conditions, first offer to sell or otherwise dispose the Subject Shares to the Other Stockholder for consideration (subject to subsections (g) and (h) of its entire Member Interest in the Company, then this Section 3.1) and on terms no more favorable to the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at Stockholder than those which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by would apply if the Selling Member upon and subject to Stockholder accepted the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7.Bona Fide Offer: (a) The Selling Stockholder shall deliver to the Other Stockholder a written notice (the "Offer Notice", which term shall include any Offer Notice delivered pursuant to Section 3.2(a)) which shall (i) state the number of shares or other appropriate unit of Covered Securities of each class, series or other type that comprise the Subject Shares; (ii) identify the Prospective Purchaser; and (iii) state the aggregate purchase price at which to be paid by the Offered Interest may Prospective Purchaser for the Subject Shares (the "Purchase Price") and the kind and amount of consideration proposed to be purchased shall be paid or delivered by the price contained in Prospective Purchaser for the Subject Shares of each class, series or other type and the amount thereof allocable to each share or other appropriate unit of the Subject Shares of that class, series or other type (the "Per-Share Offer Consideration" for the Covered Securities of that class, series or other type), the timing and manner of the payment or other delivery thereof and any other material terms of such Bona Fide Offer. If the price contained in The Selling Stockholder shall deliver a copy of the Offer shall consist (in whole or in part) of consideration other than cash, payable Notice to Holdco at the closing thereof or at a later date, same time it is delivered to the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedOther Stockholder. (b) The non-selling Member Offer Notice shall have sixty (60) days after receipt be accompanied by a true and complete copy of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Bona Fide Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If an Offer Notice is given by a Selling Stockholder, the non-selling Member Other Stockholder shall have the right (the "Purchase Right"), exercisable in the manner hereinafter provided, to require the Selling Stockholder to sell to the Other Stockholder the number or other amount of the Subject Shares determined in accordance with this Section 3.1(c). If there is no Defensive Provision or Requirement of Law in effect at the time any Offer Notice is given that imposes any Restriction on the Other Stockholder (or that would impose a Restriction if the Other Stockholder were to exercise the Purchase Right as to all the Subject Shares), the Other Stockholder may exercise the Purchase Right only as to all, but not less than all of the Subject Shares. If there are one or more Defensive Provisions or Requirements of Law in effect at the time such Offer Notice is given that impose any Restriction on the Other Stockholder (or that would impose such a Restriction if the Other Stockholder were to exercise the Purchase Right as to all the Subject Shares), the Other Stockholder may exercise the Purchase Right only as to a number of Subject Shares that is greater than or equal to the Initial Trigger relating to the Other Stockholder at such time and less than or equal to the Rights Plan Trigger relating to the Other Stockholder at such time. For purposes of this Section 3.1(c), the Initial Trigger and the Rights Plan Trigger will be determined as provided in Section 3.1(d). (d) Commencing not later than the second business day after an Offer Notice is given if there are one or more Defensive Provisions in effect at such time, the Selling Stockholder and the Other Stockholder shall consult with each other and Holdco in an effort to agree with respect to the Initial Trigger and the Rights Plan Trigger, and upon request Holdco will provide the Stockholders with information relating thereto pursuant to Section 3.5. If agreement is not reached by the Selling Stockholder and the Other Stockholder on or prior to the fifth business day after the Offer Notice was given, then, within two business days after such fifth business day, the Selling Stockholder and the Other Stockholder shall jointly designate an independent law firm of recognized national standing, which firm will be directed to submit a written report regarding its conclusions as to the Initial Trigger and the Rights Plan Trigger within 5 business days (which report shall include, if requested, such law firm's conclusion as to whether any specified event under a Rights Plan constitutes a Rights Plan Triggering Event). The number of Subject Shares as to which the Other Stockholder may exercise the Purchase Right shall be determined as follows: (i) upon such law firm rendering a written report within such 5 business day period as to the Initial Trigger and the Rights Plan Trigger, if the Other Stockholder elects to exercise its Purchase Right, the Other Stockholder may exercise such Purchase Right only as to a number of Subject Shares equal to or greater than the Initial Trigger and less than or equal to the Rights Plan Trigger, as such amounts shall be specified in such report; and (ii) if such law firm does not elect render a written report as to the Initial Trigger and the Rights Plan Trigger within such 5 business day period, if the Other Stockholder elects to exercise its Purchase Right, the Other Stockholder may exercise such Purchase Right only as to a number of Subject Shares equal to or greater than the Initial Trigger and less than or equal to the Rights Plan Trigger, as determined by such Other Stockholder. If any law firm is so retained, Holdco, the Other Stockholder and the Selling Stockholder shall provide such law firm with such information as may be reasonably requested in connection with the preparation of such report and shall otherwise cooperate with each other and such law firm with the goal of allowing such law firm to render such report as promptly as reasonably practicable. Each of Holdco, the Other Stockholder and the Selling Stockholder shall be responsible for the payment of one-third of the fees and disbursements of such law firm, except that if, at the time such law firm is retained, Holdco waives its right to purchase any Subject Shares covered by the Offered Interestcurrent Offer Notice, Holdco shall not be responsible for any such fees and disbursements, which shall in such case be borne equally by the Selling Stockholder and the Other Stockholder. If the Selling Stockholder and the Other Stockholder are unable to agree upon the selection of an independent law firm within the two business day period provided for in this Section 3.1(d), either such Stockholder may apply to the American Arbitration Association (or another nationally-recognized organization that provides alternative dispute resolution services) to appoint an independent law firm to prepare and submit the report provided for in this Section 3.1(d), and any law firm so appointed shall constitute the law firm contemplated by this Section 3.1(d). Anything contained herein to the contrary notwithstanding, no determination relating to the Initial Trigger, the Rights Plan Trigger or any Rights Plan Triggering Event pursuant to this Section 3.1(d) shall be binding upon Holdco in the absence of a written instrument signed by Holdco agreeing to such determination (it being understood that Holdco has no obligation to provide the Stockholders with any such written instrument). (e) If the Other Stockholder desires to exercise the Purchase Right with respect to any Subject Shares covered by any Offer Notice, it shall do so by a written notice (an "Other Stockholder Exercise Notice") delivered to the Selling Stockholder by the Other Stockholder prior to 5:00 P.M., New York City time, on the eighth business day following the receipt of an Offer Notice or, if there is any dispute as to the Initial Trigger or the Rights Plan Trigger, within 3 business days after the resolution of such dispute. The Other Stockholder Exercise Notice shall state the aggregate number or other appropriate amount of each class, series or other type of the Subject Shares to be purchased (the "Other Stockholder Elected Shares"). A copy of the Other Stockholder Exercise Notice shall be sent to Holdco at the same time it is given to the Selling Stockholder. If an Other Stockholder Exercise Notice is given within such period but, in accordance with Sections 3.1(c) and 3.1(d), such Other Stockholder Exercise Notice specifies that only a portion of the Subject Shares are elected to be purchased (a "Partial Exercise Notice), then the Selling Member may accept Stockholder shall have the right, exercisable by written notice to each of the Other Stockholder and Holdco given within five business days after the Partial Exercise Notice was given, to terminate the Offer and, pursuant thereto, sell Notice and abandon the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such proposed sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Bona Fide Offer, the Selling Member may not thereafter transfer the Offered Interest, without again complying with in which case the provisions of this Section 8.23.1 shall be reinstated with respect to any and all proposed future Dispositions of the same or any Subject Shares pursuant to any subsequent Bona Fide Offer by the same or any other Prospective Purchaser. If no Other Stockholder Exercise Notice is delivered within the applicable number of business days, or if an Other Stockholder Exercise Notice is delivered but the number of Other Stockholder Elected Shares is less than the number of Covered Securities that are the subject of such Offer Notice and the Selling Stockholder does not exercise its right to terminate the Offer Notice and abandon the proposed sale pursuant to the preceding sentence, Holdco shall have the right, exercisable by a written notice (a "Holdco Exercise Notice") given to the Selling Stockholder by Holdco prior to 5:00 P.M., New York City time, on the second business day following the expiration of such period of 8 or 3 business days, as the case may be, to elect to purchase all, but not less than all of the Subject Shares which are not Other Stockholder Elected Shares, in accordance with the procedures, terms and conditions set forth below in this Section 3.1 and for a consideration (subject to subsections (g) and (h) of this Section 3.1) and on terms no more favorable to the Selling Stockholder than those which would apply if the Selling Stockholder accepted the Bona Fide Offer with respect to the Holdco Elected Shares. A copy of the Holdco Exercise Notice shall be sent to the Other Stockholder at the same time it is given to the Selling Stockholder. The Selling Stockholder shall have the right to condition the closing of the sale of the Other Stockholder Elected Shares to the Other Stockholder upon the closing of the sale of any Holdco Elected Shares and the closing of the sale of any Holdco Elected Shares on the closing of the sale of the Other Stockholder Elected Shares.

Right of First Refusal. (i) If Executive shall receive from a Member receives financially responsible unaffiliated person (the "Offeror") a written bona fide offer (“the "Bona Fide Offer”") to purchase for cash any Restricted Shares held by Executive that have vested ("Offered Shares"), which the Member (“Selling Member”) proposes Bona Fide Offer otherwise shall be in accordance with this Agreement which Executive shall desire to accept, whether or not solicitedExecutive shall give written notice (the "Notice") to such effect to Company and the Investors. The Notice shall also set forth the name and address of the Offeror, the price and other terms of the Bona Fide Offer, and shall contain an offer (the "Notice Offer"), irrevocable during the Company Option Period (as defined in Section 8(b)(ii)), to sell the Offered Shares to Company or otherwise dispose of its entire Member Interest designees, and, irrevocable during the Investor Option Period (as defined in Section 8(b)(iii)), to sell the Offered Shares to the Investors, at the price and on the other terms contained in the Company, then the Selling Member shall furnish Bona Fide Offer and pursuant to the non-selling Member written notice other provisions of this Agreement. The Notice shall be accompanied by a copy of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price Bona Fide Offer. (“Sale Price”ii) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right to accept the Notice Offer with respect to any or all of the Offered Shares, exercisable by delivery of a written notice of acceptance given to Executive and Investors within 30 days after delivery of the Notice ("Company Option Period"). Company's acceptance shall also state the amount of capital stock, if any, that each Investor would be entitled to purchase pursuant to Section 8(b)(iii)), if each Investor accepted the Member Interest Notice Offer with respect to the full proportionate amount referred to in the first sentence of such clause. (“iii) Investor shall have the right to accept the Notice Offer with respect to that proportion of the Offered Interest”) proposed Shares as to which Company shall have failed to accept the Notice Offer equal to such Investor's proportion of Company capital stock owned by all Investors, exercisable by delivery of a written notice of acceptance given to Executive and Investors within 40 days after delivery of the Notice ("Investor Option Period"). Any Investor that shall accept the Notice Offer respecting the full proportionate amount referred to in the preceding sentence may also state in its acceptance the maximum number of additional Offered Shares that the Investor shall wish to buy, if any other Investor shall not accept the Notice Offer with respect to its full proportionate amount. If the total number of Offered Shares that Investors state they shall wish to buy pursuant to the preceding sentence shall exceed the amount available pursuant thereto, each such Investor shall purchase that proportion of the additional Offered Shares equal to such Investor's proportion of Company capital stock owned by all such Investors. The closing of any sale of Offered Shares to Investors shall occur concurrently with the closing of any sale of such Offered Shares to Company, or if none are to be sold by to Company, within 70 days after delivery of the Selling Member upon Notice. (iv) Should Company and subject Investors fail to accept the Notice Offer with respect to all of the Offered Shares, then Executive shall be entitled, for a period of 30 days following the expiration of the Investor Option Period, to close the sale of all, but not less than all, of the Offered Shares to the Offeror on the terms and conditions as set forth in the Bona Fide Offer. If the Executive shall close the sale, the transferee shall receive and hold the Shares so transferred subject to the restrictions set forth in this Section 8.2. This Section 8.2 8 (but shall not apply enjoy the limited resale right set forth in Section 8(e)), and there shall be no further transfer of such Shares except in accordance with the terms of this Section 8. If Executive shall fail to any sale pursuant to so sell the procedures of Offered Shares, Executive shall not thereafter sell the Offered Shares, except after again complying with this Section 8.78(b). (av) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Anything to the contrary contained herein (includingin this Section 8(b) notwithstanding, without limitation, Section 8.5 hereof), upon such sale the transfer of any or all of the Offered Interest and the execution Restricted Shares on Executive's death by the transferee of this Agreement, the transferee will or intestacy shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with be exempt from the provisions of this Section 8.28(b). In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 8, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 8.

Right of First Refusal. If (i) With regard to a Member receives a bona fide offer proposed transfer by any of the persons described in Section 5.7(b) on or before the earlier of (“Offer”A) three (3) years from the Closing Date, or (B) the date upon which the Member "Market Value Public Float" (“Selling Member”as hereinafter defined) shall exceed $100 million, such person (the "Offeror") shall provide written notice to Seal (c/o Oakridge) in conformity with Section 10.3 hereof of the Offeror's proposed transfer of shares of Restricted Securities (the "Offered Shares") together with the price per share at which the Offeror proposes to acceptsell such Restricted Securities (the "Offer Price"). For purposes of this Section 5.7(d), whether "Market Value of the Public Float" is defined as shares that are not held directly or not solicited, indirectly by any officer or director of Seal and by any other person who is the beneficial owner of more than 10 percent of the total shares outstanding multiplied by the bid price of each share of Seal Class A Common Stock. (ii) Seal shall have three (3) business days from receipt of such notice to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish provide written notice to the non-selling Member Offeror that it elects to purchase all or part of the Offered Shares. (iii) If Seal does not give written notice of exercise of the receipt foregoing repurchase right as to all of the Offered Shares, then as to any Offered Shares not being repurchased, the Offeror may, for a period of thirty (30) days thereafter, sell such Offered Shares at a price per share not below ninety-five percent (95%) of the Offer together with the principal terms and conditions Price. If all of the saleOffered Shares are not sold within the foregoing 30-day period, including the minimum price (“Sale Price”) at which such interest is proposed to then any transfer thereafter shall again be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms foregoing right of first refusal. (iv) Unless otherwise agreed upon by Seal and conditions as set forth the Offeror, the closing of any repurchase of Offered Shares shall be held at 10:00 a.m. at Seal's then principal office on the third business day after notice of Seal's election to purchase any Offered Shares. At the closing described in this Section 8.2. This Section 8.2 5.7(d)(iv), Seal shall not apply to pay the applicable purchase price for such Offered Shares and the Offeror shall deliver, free and clear of any sale pursuant to the procedures and all security interests, mortgages, pledges, restrictions, charges, liens, encumbrances or claims of Section 8.7. (a) The price at which others, a certificate evidencing the Offered Interest may be purchased shall be the price contained Shares, in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedproper form and executed for transfer. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. (a) If a Member receives a bona fide offer any Shareholder (the “OfferSelling Shareholder”) which intends to sell to any Person (the Member “Transferee”), directly or indirectly, or in any other ways dispose of the Share the Transferor owns, in full or in part (the “Offered Shares”), and the Transferee has provided a binding offer, each of the other Shareholders (the “Non-Selling MemberShareholder”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt Company shall have the right (the “Right of First Refusal”) to purchase the Offered Shares at the same price and on the same terms, up to such Non-Selling Shareholder’s Pro Rata Portion of such Offered Shares. (b) If some of the Offer together with the principal terms and conditions Non-Selling Shareholders elect not to exercise their Right of the saleFirst Refusal, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The nonany remaining Non-selling Member, Selling Shareholder shall then have the right to purchase all or any portion of the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall Shares not apply to any sale purchased pursuant to the procedures Right of Section 8.7. First Refusal (a) The price at which the Offered Interest may be purchased shall be “Second Round of Right of First Refusal”), up to the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value portion of such other consideration shall be included in remaining Offered Shares which equals the price at which proportion that such Non-Selling Shareholder’s Pro Rata Portion bears to the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt sum of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices Pro Rata Portion of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the nonremaining Non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyShareholders. (c) If there is still Offered Shares not purchased by Non-Selling Shareholder after the nonexercise of the Second Round of Right of First Refusal (the “Final Remaining Shares”), the Selling Shareholder shall have the right to sell the Final Remaining Shares to the Transferee, provided that the Selling Shareholder shall cause the Transferee to enter into this Agreement and to agree to be bound by all of the Selling Shareholder’s obligations hereunder. If the Selling Shareholder fails to enter into a definitive share transfer agreement with terms no more favorable than the terms set forth in the Transfer Notice (as defined in paragraph (d) below) within sixty (60) Business Days after the exercise of the Second Round of Right of First Refusal, the Selling Shareholder shall send the Transfer Notice to all the Non-selling Member does not Selling Shareholder again for the Final Remaining Shares. (d) The Selling Shareholder shall send a written notice (the “Transfer Notice”) to the Non-Selling Shareholder, stating: (i) its bona fide intention to transfer the Offered Shares; (ii) the number of the Offered Shares; (iii) the price, term and condition of the proposed transfer; and (iv) the basic information of the Transferee. By a written notification to the Selling Shareholder within twenty (20) Business Days after receiving the Transfer Notice, each Non-Selling Shareholder may elect to purchase the Offered Interest, then Shares. If a Non-Selling Shareholder fails to so notify the Selling Member may accept the Offer andShareholder, pursuant thereto, sell the Offered Interest and, notwithstanding anything it will be deemed to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale have given up its Right of First Refusal of the given Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Shares.

Right of First Refusal. If a Member receives a bona fide any Shareholder (in this Section 8 called the “Selling Shareholder”) wishes to sell any or all of his, her or its Shares (the “Offered Shares”), the Selling Shareholder shall first deliver to all other Shareholders (in this Section 8 called “Other Shareholders”) an offer in writing to sell his, her or its Offered Shares to the Other Shareholders in accordance with their Pro Rata Proportions (the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member ). The Offer shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed be deemed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold an irrevocable offer by the Selling Member Shareholder to the Other Shareholders to sell all the Offered Shares to the Other Shareholders at the price per Share and upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If Any of the price contained in Other Shareholders who want to accept the Offer shall consist give notice of acceptance in writing to the Selling Shareholder within fifteen (15) Business Days from the receipt of the Offer. The Other Shareholders are not entitled to purchase any amount of the Offered Shares less than their respective Pro Rata Proportion of the Offered Shares as set forth in whole the Offer. The failure by an Other Shareholder to deliver a notice of acceptance to the Selling Shareholder within the fifteen (15)-Business Day period described in this Section 8(1) shall be deemed to be a rejection of the Offer. If, upon expiry of the fifteen (15)-Business Day period described in this Section 8(1), all or in part) some of consideration other than cash, payable at the closing thereof or at a later dateOther Shareholders have not provided written notice that they have accepted the Offer, the cash equivalent fair market value Selling Shareholder shall, to the extent of the Offeror’s Shares not so purchased, be free to complete the sale of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have Shares with an Arm’s Length third party purchaser within a further period of sixty (60) days after receipt of days, subject to (i) the notice requirement that such sale be on terms no more favourable to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-Arm’s Length third party purchasers) shall be consummated at a closing to be held at purchaser than the principal executive offices of the Company, or at such other location as may be agreed terms offered by the parties, within sixty(60) days following Selling Shareholder to the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated Other Shareholders as set forth in the Offer, and (ii) the non-selling Member condition precedent that the Arm’s Length third party purchaser shall deliver first have executed and delivered a binding adoption agreement with the other Shareholders as provided in Section 18(10). If the Selling Shareholder does not complete the sale to the Selling Member Arm’s Length third party purchaser within the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. further sixty (c) If the non-selling Member does not elect 60)-day period, such Shares shall again become subject to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.28(1). All transfers of Shares pursuant to this Section 8(1) shall be completed on a good faith, bona fide basis.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes Issuer wishes to acceptsell, whether or not solicited, to sell transfer or otherwise dispose of any or all of its entire Member Interest in shares (“Offerer Party”), the Company, then Subscriber shall have a prior right to buy such shares (“Offered Shares”) and the Selling Member following shall furnish apply: 7.1 The Offerer Party shall give to the non-selling Member written Offeree Party notice in writing of his decision or intention to sell all and or any of his Offered Shares to them. Such notice shall be given either by facsimile transmission or registered letter addressed to the receipt Offeree Party at the addresses set out under Clause 12.1 (or at such other address as may be notified from time to time in writing by each Offerer Party to the others) or by serving such notice upon the Offeree Party (“Selling Notice”) personally, and if mailed aforesaid, such notice shall be deemed to have been given to the Offeree Party. This notice shall set out: (i) The number of Shares beneficially owned by the Offer together with Offerer Seller; (ii) The number and class of shares which make up the principal Offered Shares and the price and terms and conditions of the salesale of the Offered Shares. 7.2 Each Offeree Party may, including within a period of fourteen (14) days next following the minimum price date when the Selling Notice shall be deemed to have been given, give written notice either by facsimile transmission or by registered letter, addressed to the Offeror Seller at the address set out under Clause 12.1 (or such other address as may be prescribed in the Selling Notice) or by serving the notice personally on the Offeree Party. This notice (“Sale PriceBuying Notice”) at which shall state either that such interest Offeree Party is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right willing to purchase the Member Interest Offered Shares, or that he is not willing to purchase the Offered Shares. If any Offeree Party fails to give the Buying Notice, he will be deemed to have refused to purchase the offered shares. 7.3 If more than one Offeree Party has given a Buying Notice to the Offerer Party indicating his willingness to purchase the Offered Shares, then the Offeree Party shall purchase all the shares comprising the Offered Shares in such proportions as they may agree upon, or in the absence of agreement, in the common share ratio of each Offeree Party, computed without reference to the Offerer’s shares. 7.4 If the Offeree Party by reason of the provisions hereinbefore contained, do not purchase the Offered Shares, then the Offerer Party shall be at liberty to sell the Offered Shares to an outsider (“Offered InterestOutsider”) proposed but only at the price equal to be sold by the Selling Member upon and subject to the terms and conditions as set forth or in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures excess of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If Selling Notice and on the price contained same terms as disclosed in the Offer shall consist (in whole or in part) Selling Notice. days of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value date of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice unconditional offer, share ratio of each Offeree Party, computed without reference to elect the Offerer’s shares. If within the earlier of fourteen (14) days from the date of the Selling Notice or fourteen (14) days of the date of receipt of the last Buying Notice by the Offerer Party indicating the refusal of the Offeree Parties to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Shares, the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election Offerer Party has not received an unconditional offer to purchase the Offered InterestShares from an Outsider within fourteen (14) days of the date of receipt of the unconditional offer, then the rights of the Offeree Parties shall revive in respect of the Offered Shares and if the Seller shall thereafter desire to sell any of his Offered Shares, he shall again give notice pursuant to Clause 7.1 and so on from time to time. At The Offerer Party shall serve a copy of the closing, unless otherwise stipulated in Outside offer upon the Offer, Offeree Parties pursuant to Clause 7.1 prior to selling the non-selling Member shall deliver Offered Shares to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyOutsider. (c) If the non-selling Member does not elect 7.5 Any offer to purchase the Offered Interest, then Shares from an outsider must include the Selling Member may accept condition that the Offer and, outsider agrees to become a party to this Agreement pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale purchase of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Shares.

Right of First Refusal. If Subject to the other provisions of this Agreement including without limitation this Article VIII, in the event that a Member holder of Units (the “Seller”) receives a bona bona-fide offer for the sale of any or all of such holder’s Units (the “Offered Securities”), the Seller shall first offer to sell the Offered Securities to the Other Member or its designee(s) pursuant to a written notice (the “ROFR Notice”) provided to the Other Member, which notice shall include: (i) a description of the transaction being proposed, (ii) the identity of the offeror (“OfferThird Party Buyer”), (iii) which the Member purchase price proposed and the manner of payment thereof and (“Selling Member”iv) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in a term sheet setting forth the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal material terms and conditions of the saleoffer and a copy of the proposed agreement, including if any. Within ten (10) days of receiving the minimum price ROFR Notice, the Other Member must either accept or decline the offer and if the Other Member neither accepts nor declines the offer within such ten (“Sale Price”10) at which such interest day period, the offer will be considered declined. If the offer is proposed declined by the Other Member, (i) the Seller shall next offer to be soldsell the Offered Securities to the Company, pursuant to a ROFR Notice and otherwise on the terms specified in the foregoing sentence, and a statement as to (ii) if the identity of Company declines such offer, the real party in interest making the Offer. The non-selling Member, shall then Seller will have the right to purchase sell the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Securities to the person specified in the offer at a price and on terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant no less favorable to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be Seller than the price contained and terms and conditions set out in the OfferROFR Notice. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver sale to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does Third Party Buyer is not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer completed within ninety (90) days after the termination (by passage of time or otherwise) of Company declines the rights of first refusal created under offer, this Section 8.2, 8.08 shall again become applicable as if the Selling Member may offer had not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2been made.

Right of First Refusal. If (a) In the event that any Member has a Member receives binding, written offer from an unrelated Person for the Transfer of its Interest other than pursuant to a bona fide Permitted Transfer and desires to accept such offer to purchase (“Offer”) which the a "Proposed Transfer"), such Member (“the "Selling Member”") proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish deliver to the nonCompany and the remaining Members (the "Non-selling Member Selling Members") written notice of the receipt material terms of such offer, including the proposed purchaser thereof, the amount, nature and payment schedule of the consideration to be received, the conditions, if any, associated therewith and any other material terms of such offer (an "Offer together with Notice"). The Offer Notice shall constitute an irrevocable offer by the principal Selling Member to sell all (but not less than all) of its Interest subject to the Proposed Transfer (i) first, to the Non-Selling Members and (ii) second, if and only if at that time there are more than two (2) Members, to the Company on terms and conditions of the saleProposed Transfer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and except that a statement as to the identity of the real party in interest making the Offer. The non-selling Member, purchaser under this Section 12.8 shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject pay cash in an amount equal to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to Fair Market Value of any sale pursuant to Non-Cash Consideration (the procedures "Right of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedFirst Refusal"). (b) The nonDuring the First Offer Period, each Non-selling Selling Member shall have sixty (60) days after receipt of the notice to may elect to purchase all or any portion of such Non-Selling Member's Offer Percentage (as hereinafter defined) of the Offered InterestInterest subject to the Proposed Transfer by delivering written notice of such election stating the percentage of the Interest to be purchased (an "Election Notice") to the Company and the Selling Member prior to the expiration of the First Offer Period. The purchase transaction (unless otherwise agreed to with third-party purchasers) As used herein, a Member's Offer Percentage shall be consummated at a closing fraction, the numerator of which is equal to be held at the principal executive offices Percentage Interest of the Company, or at Company held by such other location as may be agreed by the parties, within sixty(60) days following Member on the date of the nonOffer Notice and the denominator of which is the Percentage Interests held on such date by all Non-selling Member’s election Selling Members (the "Offer Percentage"); provided that a Member shall have the right in an Election Notice to agree to purchase all or any portion of the Offered Interest that could be purchased by other Members; and, if one or more Members do not deliver an Election Notice or elect to purchase less than their respective Offer Percentages, then the portion of the Interest that could have been purchased by such Members shall be purchased by Members that, in an Election Notice, agreed to purchase such portion of the Interest. At , and each such Member shall purchase the closingportion of the Interest indicated in an Election Notice, unless otherwise stipulated the sum of the portions of the Interest exceeds the Interest so available for purchase, in which case the Offer, portions of the nonInterest shall be purchased pro rata on the basis of the proportionate amount of the Offer Percentage of such Members that deliver an Election Notice. The failure by any Non-selling Selling Member to deliver an Election Notice during the First Offer Period shall deliver be deemed to be an election by such Member not to purchase any of the Interest subject to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyProposed Transfer. (c) If the nonNon-selling Member does Selling Members do not elect during the First Offer Period to purchase all of the Interest subject to the Proposed Transfer, during any Second Offer Period, the Company may elect to purchase all (but not less than all) of the Interest that the Non-Selling Members did not elect to purchase during the Offered Interest, then First Offer Period by delivering an Election Notice to the Selling Member may accept prior to the expiration of the Second Offer Period. The failure by the Company to deliver an Election Notice during any Second Offer Period shall be deemed to be an election by the Company not to purchase any of the Interest subject to the Proposed Transfer. (d) If the Non-Selling Members and, if applicable, the Company (either individually or collectively) do not elect to purchase all of the Interest subject to the Proposed Transfer, the Selling Member may, Transfer to the purchaser named in the Offer and, pursuant thereto, sell Notice (the Offered "Third Party Purchaser") all (but not less than all) of the Interest and, notwithstanding anything subject to the contrary contained herein (includingProposed Transfer in accordance with the terms and conditions set forth in the Offer Notice; provided, without limitationhowever, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, that if the Selling Member does has not sell consummated the Offered Transfer of such Interest within the 45 Business Day period following any Second Offer Period, all of the restrictions on Transfer contained in this Agreement shall again be in effect with respect to such Interest. (e) If the consideration for the sale of Interest pursuant to this Right of First Refusal is cash consideration, the purchase price to be paid by each of the Non-Selling Members and the Company, as applicable, shall be equal to the total consideration set forth in the Offer within ninety Notice multiplied by the percentage of such Interest being purchased by such Non-Selling Member or the Company, as applicable. If the consideration for the Proposed Transfer consists of consideration that is other than cash consideration payable in immediately available funds at the closing thereunder (90"Non-Cash Consideration") days after or consists of a combination of cash consideration and Non-Cash Consideration, the termination (by passage of time or otherwise) purchase price shall be cash in an amount equal to the total of the rights cash consideration, if any, and the Fair Market Value of first refusal created under the Non-Cash Consideration as determined in accordance with Section 12.9 hereof. (f) The purchase and sale of Interest pursuant to this Section 8.2Right of First Refusal shall be consummated at a closing that shall occur at the principal business office of the Company within 20 Business Days following the expiration of the relevant Offer Period, or at such other place or time as may be mutually acceptable to the parties. At such closing, the Selling Member may not thereafter transfer shall deliver a certificate or other instrument representing the Offered InterestInterest being purchased, without again complying with the provisions free and clear of all liens, claims, encumbrances (other than as a result of this Agreement) and defects in title and duly endorsed for Transfer to the appropriate purchaser and, in exchange therefor, the purchaser of such Interest shall pay the purchase price, as provided in Section 8.212.8(e) hereof, at such closing by bank wire transfer of immediately available funds to a bank account designated in writing by the Selling Member at least three Business Days prior to such closing.

Right of First Refusal. If 6.4.1. Following the Lock-Up Period and during the JV Term, in the event a Member receives a bona fide offer Shareholder (the “OfferTransferring Shareholder”) which intends to Transfer to a Third Party (the Member (“Selling MemberThird Party Purchaser”) proposes all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to accept, whether or not solicited, purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to sell or otherwise dispose the Non-Transferring Shareholder of its entire Member Interest in intention to Transfer the CompanyTransfer Shares, then setting forth the Selling Member shall furnish to the non-selling Member written notice number of the receipt Transfer Shares intended to be Transferred, the identity of the Offer together with Third Party Purchaser (including the principal identity of the ultimate beneficial owner(s)), the proposed price per Share and other major terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Transfer of the real party in interest making the OfferTransfer Shares. 6.4.2. The nonNon-selling Member, shall Transferring Shareholder will then have the right to purchase all (but not some) of the Member Interest (“Offered Interest”) Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the Transferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Non-Transferring Shareholder exercises its right under this Section 6.4, the closing of the purchase of the Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be sold mutually agreed upon by the Selling Member upon and Shareholders, subject to any approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the expiration of such [**] day period, to transfer all (but not some) of the Transfer Shares so offered to the Non-Transferring Shareholder to the Third Party Purchaser specified in the Transfer Notice at a per Share price equal to or higher than, and upon terms and conditions as no more favorable than, set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained out in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashTransfer Notice provided that such Third Party Purchaser will agree to be, payable at the closing thereof or at a later dateand become, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice bound to elect this Agreement and succeed to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights and obligations of first refusal created under this Section 8.2the Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, the Selling Member may not thereafter transfer the Offered Interest, without any subsequent Transfer will again complying with be subject to the provisions of this Section 8.26.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to direct Transfers and to the Transfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Parties will negotiate in good faith appropriate amendments to this Agreement and the Ancillary Agreements to account for such additional holder of Shares or Share Equivalents and will, if appropriate, require any such Third Party to become a party to this Agreement, as so amended, as a condition to acquiring such Shares or Share Equivalents. Each Party will not unreasonably withhold or delay consent to commercially reasonable terms.

Right of First Refusal. If (a) If, other than pursuant to Section 3.3, all of the members of a Member receives a bona fide offer Principal Stockholder Group (“Offer”the "Selling Stockholders") which the Member (“Selling Member”) proposes to accept, whether or not solicited, shall propose to sell to an unaffiliated third party (the "Third Party Offeror") all but not less than all of the shares of Class B Common Stock beneficially owned by the Selling Stockholders at such time (the "First Refusal Shares") or otherwise dispose to effect an Indirect Transfer of its entire Member Interest such shares (in which case the Company"First Refusal Shares" shall be the shares of Class B Common Stock beneficially owned by the Selling Stockholders) (such proposal being the "Third Party Offer"), the Selling Stockholders shall deliver to each other Principal Stockholder (the "First Refusal Stockholders") a notice (a "First Refusal Notice of Sale") containing a copy of the Third Party Offer, the identity of the Third Party Offeror and an offer to sell all but not less than all of the First Refusal Shares to the First Refusal Stockholders on the following terms: (i) if the Third Party Offer contemplates a purchase of the First Refusal Shares by the Third Party Offeror for consideration consisting solely of cash, then the Selling Member Stockholders' offer shall furnish be to sell the First Refusal Shares for cash in an amount equal to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum purchase price (“Sale Price”) at which such interest is proposed to be soldspecified in, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to otherwise on the terms and conditions as set forth contained in, the Third Party Offer, and (ii) if the Third Party Offer contemplates an acquisition of the First Refusal Shares by the Third Party Offeror for consideration any portion of which is not cash or if the Third Party Offer contemplates an Indirect Transfer, then the Selling Stockholder's offer shall be to sell the First Refusal Shares for cash in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant an amount equal to the procedures of Section 8.7. (a) The price at which cash consideration plus the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other the non-cash consideration (as determined pursuant to Section 3.6) and otherwise on the terms and conditions contained in the Third Party Offer. The First Refusal Notice of Sale shall be included in specify the price at which the Offered Interest may be so purchasedFirst Refusal Shares are offered, as provided in the preceding sentence, as well as other material terms of the Third Party Offer. The First Refusal Stockholders shall enter into an appropriate confidentiality agreement relating to the Third Party Offer on customary terms if reasonably requested by the Selling Stockholders with respect to the Third Party Offer. (b) The non-selling Member shall have sixty If a First Refusal Stockholder desires to accept all or any portion of the offer set forth in a First Refusal Notice of Sale as to any part of the First Refusal Shares, such First Refusal Stockholder (60a "First Refusal Electing Stockholder") shall, within 45 days after of receipt of such First Refusal Notice of Sale, notify the Selling Stockholders of its intention to acquire First Refusal Shares and the number of such shares it desires to acquire, and deliver a copy of such notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such each other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyFirst Refusal Stockholder. (c) If the non-selling Member does First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all of the First Refusal Shares, allocated among them as follows (or in such other manner as the First Refusal Electing Stockholders may agree): (i) The First Refusal Shares shall be allocated among the First Refusal Electing Stockholders pro rata (based on the number of shares of Class B Common Stock owned by each of them) until all of the First Refusal Shares have been allocated or any First Refusal Electing Stockholder has been allocated the number of First Refusal Shares that it desires to acquire, as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d). (ii) If all First Refusal Shares are not elect allocated pursuant to purchase paragraph (i) or any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) or any prior application of this paragraph (ii) shall be allocated among the Offered InterestFirst Refusal Electing Stockholders (other than any First Refusal Electing Stockholder that has been allocated the number of First Refusal Shares that it desires to acquire), as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d), pro rata (based on the number of shares of Class B Common Stock owned by each of them). If all First Refusal Shares are not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii) shall be allocated by continuing to apply this paragraph (ii) as required. (d) If the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Member may accept Stockholders shall so notify the Offer andFirst Refusal Electing Stockholders. Each First Refusal Electing Stockholder shall have the right, pursuant thereto, sell the Offered Interest and, notwithstanding anything by written notice sent to the contrary contained herein Selling Stockholder (includingwith a copy of such notice to each other Principal Stockholder) within 10 days after its receipt of the notice from the Selling Stockholders pursuant to this Section 3.4(d) to amend its notice to increase the number of First Refusal Shares that it desires to purchase. If, without limitation, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 8.5 hereof3.4(d), upon the First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all the First Refusal Shares, allocated among them in accordance with Section 3.4(c). If, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.4(d), the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholders' offer of the First Refusal Shares shall be deemed rejected as of the last day for a First Refusal Electing Stockholder to amend its notice pursuant to this Section 3.4(d) (the "First Refusal Rejection Date"). (e) Any purchase of First Refusal Shares by the First Refusal Electing Stockholders pursuant to this Section 3.4 shall be subject to the following terms and conditions: (i) The Selling Stockholders shall represent and warrant that the First Refusal Electing Stockholders will receive good and valid title to the First Refusal Shares to be purchased by them, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever except as set forth in this Agreement and except for governmental, regulatory and other third party consents and approvals required for transfers of shares of Common Stock generally. (ii) The closing of the purchase of First Refusal Shares by the First Refusal Electing Stockholders shall be subject to the satisfaction of following conditions: (A) All applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated. (B) All governmental approvals and other third party consents expressly required with respect to the transactions to be consummated at such closing shall have been obtained, to the extent the failure to obtain such approvals or consents would prevent the Selling Stockholders from performing any of their material obligations under the transaction documents or would result in any materially adverse change in, or materially adverse effect on, the business, assets, results of operations, financial condition or prospects of the Company and the Persons controlled by the Company taken as a whole. (C) There shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such closing. (D) The representation and warranty of the Selling Stockholders contemplated by clause (i) of this sentence shall be true and correct at the closing of such sale with the same force and effect as if then made. (iii) The closing of the Offered Interest and the execution any purchase of First Refusal Shares by the transferee of First Refusal Electing Stockholders pursuant to this Agreement, Section 3.4 shall take place on the transferee shall become a Member of date and at the Company. However, if place and time determined by the Selling Member does not sell the Offered Interest pursuant Stockholders and communicated to the Offer First Refusal Electing Stockholders in writing, at least seven days prior to such closing, but in any event within ninety (90) sixty days after the termination (acceptance by passage of time or otherwise) the First Refusal Electing Stockholders of the rights offer, subject to extension for a maximum of first refusal created under this one hundred eighty additional days to the extent required to obtain all required governmental, regulatory and other third party consents and approvals. (f) If (i) the Selling Stockholders' offer of the First Refusal Shares is rejected as provided in Section 8.23.4(d) or (ii) the purchase by the First Refusal Stockholders of the First Refusal Shares is not consummated within the period set forth in Section 3.4(e)(iii) for any reason other than an action by the Selling Stockholders, then the Selling Stockholders shall have the right, at any time during the 90-day period beginning on the First Refusal Rejection Date or the day following the last day of the period set forth in Section 3.4(e)(iii) (the "First Refusal Termination Date"), as applicable, to enter into a binding agreement to sell all of the First Refusal Shares to the Third Party Offeror, or to effect the Indirect Transfer contemplated by the Third Party Offer, as applicable, in either case on terms and conditions no less favorable in the aggregate to the Selling Stockholders (and, in the case of an Indirect Transfer, the Person receiving the consideration) than those set forth in the Third Party Offer, and thereafter to sell all of the First Refusal Shares to the Third Party Offeror or effect the Indirect Transfer, as applicable, pursuant to such agreement. If the Selling Member may Stockholders do not thereafter enter into such an agreement during such 90-day period, or do not close the sale thereunder within sixty days after the execution of such agreement (subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all required governmental, regulatory and other third party consents and approvals), the procedure set forth above with respect to the First Refusal Notice of Sale shall be repeated with respect to the Third Party Offer or any subsequent proposed transfer of Class B Common Stock by the Offered Interest, without again complying with Selling Stockholders which is subject to the provisions of this Section 8.23.4. (g) In connection with a sale or Indirect Transfer of shares of Class B Common Stock to a Third Party Offeror permitted by Section 3.4(f), (i) the Selling Stockholders shall have the right to sell to the Third Party Offeror all, but not less than all, of their shares of Class B Common Stock or permit the Indirect Transfer, as applicable, without converting such shares to Class A Common Stock, (ii) the Selling Stockholders shall have the right to transfer to the Third Party Offeror all, but not less than all, of their rights to designate Agreed Nominees pursuant to Section 2.1(c)(i) and (iii) (A) in the case of a sale of the First Refusal Shares, the Third Party Offeror shall be required to assume the obligations of the Selling Stockholders under this Agreement with respect to such shares and become a party to this Agreement and (B) in the case of an Indirect Transfer, the Third Party Offeror, upon taking control of the Selling Stockholders, shall be required to cause the Selling Stockholders to confirm in writing the continuing validity and effectiveness of their obligations under this Agreement. (h) In furtherance of the rights set forth in this Section 3.4, the Company agrees that, on reasonable notice following the delivery of a First Refusal Notice of Sale, at reasonable times and without interfering with the business or operations of the Company, it will assist the Selling Stockholders in obtaining all necessary consents to any disposition of the shares to be sold.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer may transfer all or any part of the Member's interest in the Company (“Offer”the "Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member (“Selling Member”) proposes to accept, whether or not solicited, is prepared to sell or otherwise dispose the Interest (the "Offer"). 8.2.2 For a period of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 45 days after expiration of the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased30 day notice period. (b) The non-selling 8.2.4 If the other Members fail or refuse to notify the transferring Member shall have sixty (60) days after of their desire to acquire all of the Interest proposed to be transferred within the 30 day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Interest on the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms described in the Offer, and the non-selling transferring Member shall deliver may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the Selling Member contrary, should the full purchase sale to a third person be at a price against delivery of an instrument appropriately transferring or on terms that are more favorable to the Offered Interest sold thereby. (c) If purchaser than stated in the non-selling Member does not elect to purchase the Offered InterestOffer, then the Selling transferring Member may accept must reoffer the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by remaining Members at that other price or other terms; provided, further, that if the transferee of this Agreement, sale to a third person is not closed within six months after the transferee shall become a Member expiration of the Company. However30 day period describe above, if then the Selling Member does not sell the Offered Interest pursuant provisions of Section 8.2 will again apply to the Offer within ninety (90) days after Interest proposed to be sold or conveyed. 8.2.5 Notwithstanding the termination (by passage foregoing provisions of time or otherwise) Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the rights other Members of first refusal created under this the Company in accordance with the provisions of Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendent, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. If 6.4.1. Following the Lock-Up Period and during the JV Term, in the event a Member receives a bona fide offer Shareholder (the “OfferTransferring Shareholder”) which intends to Transfer to a Third Party (the Member (“Selling MemberThird Party Purchaser”) proposes all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to accept, whether or not solicited, purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to sell or otherwise dispose the Non-Transferring Shareholder of its entire Member Interest in intention to Transfer the CompanyTransfer Shares, then setting forth the Selling Member shall furnish to the non-selling Member written notice number of the receipt Transfer Shares intended to be Transferred, the identity of the Offer together with Third Party Purchaser (including the principal identity of the ultimate beneficial owner(s)), the proposed price per Share and other major terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Transfer of the real party in interest making the OfferTransfer Shares. 6.4.2. The nonNon-selling Member, shall Transferring Shareholder will then have the right to purchase all (but not some) of the Member Interest (“Offered Interest”) Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the Transferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Non-Transferring Shareholder exercises its right under this Section 6.4, the closing of the purchase of the Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be sold mutually agreed upon by the Selling Member upon and Shareholders, subject to any approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the expiration of such [**] day period, to transfer all (but not some) of the Transfer Shares so offered to the Non-Transferring Shareholder to the Third Party Purchaser specified in the Transfer Notice at a per Share price equal to or higher than, and upon terms and conditions as no more favorable than, set forth out in the Transfer Notice provided that such Third Party Purchaser will agree to be, [**] Certain information in this Section 8.2document has been omitted and filed separately with the Securities and Exchange Commission. This Section 8.2 shall not apply and become, bound to any sale pursuant this Agreement and succeed to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights and obligations of first refusal created under this Section 8.2the Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, the Selling Member may not thereafter transfer the Offered Interest, without any subsequent Transfer will again complying with be subject to the provisions of this Section 8.26.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to direct Transfers and to the Transfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Parties will negotiate in good faith appropriate amendments to this Agreement and the Ancillary Agreements to account for such additional holder of Shares or Share Equivalents and will, if appropriate, require any such Third Party to become a party to this Agreement, as so amended, as a condition to acquiring such Shares or Share Equivalents. Each Party will not unreasonably withhold or delay consent to commercially reasonable terms.

Right of First Refusal. If a Member 8.4.1 An Investor (“Transferring Member”) who receives a bona fide offer from a third party and desires to Transfer all (but not less than all) of its Interest to such third party shall first offer to sell to the Company and the other Members all of the Interest that such Transferring Member proposes to Transfer to such third party. Such offer shall be made by an irrevocable written offer (“OfferROFR Notice”) to the Company and the Members, other than the Transferring Member, to Transfer all of the Interest that the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Transferring Member proposes to Transfer, for the same price and on the same terms that the Transferring Member proposes to Transfer such Interest. Such offer shall also contain a complete description of any transaction in which the Transferring Member (“Selling Member”) proposes to acceptTransfer such Interest to any third party, including the name of the proposed transferee and the consideration for and other terms of the proposed Transfer. If the consideration for such Transfer described in the offer is not cash or publicly traded securities, the offer shall state the value of such consideration. 8.4.2 The Company shall have the first right for 10 days after it receives notification from the Transferring Member to notify the Transferring Member and the other Members of its intent to purchase the Interest of the Transferring Member. In the event the Company declines or agrees to purchase the Interest of the Transferring Member, then the Board shall serve written notice of such decision as soon as the decision has been made, and if the decision is to decline to purchase the Interest, such Interest may be purchased by the other Members. The other Members shall have 30 days after delivery of notification that the Company declined to purchase such Interest within which to advise the Transferring Member whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling such other Members will purchase such Interest. Each such other Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase such portion of the Interest offered for sale as the Units owned by such Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject at such time shall bear to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to total Units owned by all the procedures of Section 8.7. (a) The price at which Members, excluding the Offered Interest may be purchased shall be the price contained in the OfferTransferring Member. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling any Member does not elect to purchase its full portion of such Interest offered for sale by such 30th day, the Offered Interestremaining Interest may be purchased by the other Members, then pro rata, in the Selling same manner (with an additional five Business Days in which to notify the Board and the other Members of such Member’s intent to acquire the available Interest after receiving notice that any other Member may accept does not elect to make a purchase of the Offer and, Interest in question). If the Company and the Members decline to purchase all of the Transferring Member’s Interest that has been offered pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein ROFR Notice in accordance with this Section 8.4, and the Board consents, which consent shall not be unreasonably withheld (includingprovided, that, by way of example only and without limitation, Section 8.5 hereofconsent shall be deemed reasonably withheld if the proposed transferee is a competitor, customer or former employee of the Company or any of its subsidiaries), the Transferring Member shall then have 60 days within which to Transfer such Interest to the third party named in the ROFR Notice, upon the terms described in such sale ROFR Notice. Any Transfer of an Interest to a third party shall be subject to all of the Offered Interest terms and the execution by the transferee provisions of this Agreement, the . The third party transferee shall become then execute a Member written supplement to this Agreement and shall be bound by all of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the terms and provisions of this Section 8.2Agreement.

Right of First Refusal. (a) Prior to the effective date of an IPO, Transfers of all or any part of MV's or DC's Membership Interest may be made to bona fide third party purchasers, provided that all of the terms of this Section 8.4 have been fully complied with. If MV or DC (the "Selling Member") wishes to Transfer all or any part of his Membership Interest (the "Offered Interest"), the Selling Member shall first notify Liberty, the Investor and any other Person hereafter admitted to the Company as a Member receives as a bona fide result of a Transfer by Liberty or the Investor (collectively the "Non-Selling Members") in writing (the "Transfer Notice") of the proposed Transfer, the proposed price and the terms of the Transfer. (b) The Transfer Notice shall constitute an irrevocable offer to the Non-Selling Members (“the "Transfer Offer”") to sell the Offered Interest to the Non-Selling Members pursuant to the provisions of this Section 8.4, for the consideration and on the other terms stated in the Transfer Notice (or the reasonable equivalent thereof in the case of non- monetary consideration of a type which is personal to the Member third party offeror). (“c) The Non-Selling Members shall have the right to accept the Transfer Offer within 20 Business Days after receipt of the Transfer Notice by delivery of a written notice ("Acceptance Notice") to the Selling Member”) proposes , which shall specify the amount of Membership Interests which such Non-Selling Member desires to acceptpurchase. The Acceptance Notice may, whether at the Non- Selling Member's option, indicate the maximum number of Offered Interest such Non-Selling Member is willing to purchase in excess of such Non-Selling Member's Percentage Interest of the Offered Interest (the "Excess Amount"). If one or more Non-Selling Members does not solicitedgive a timely Acceptance Notice, or elects in an Acceptance Notice to sell purchase less than such Non-Selling Member's Percentage Interest, then the remaining Offered Interest shall automatically be deemed to be accepted by Non-Selling Members who specified an Excess Amount in their respective Acceptance Notice, allocated among such Non-Selling Members in proportion to their respective Percentage Interests determined based only on those Non-Selling Members who have given timely Acceptance Notices which specified an Excess Amount. In no event shall an amount greater than a Non-Selling Member's Excess Amount be allocated to such Non-Selling Member. Any excess Offered Interest shall be further allocated among the Non-Selling Members whose specified Excess Amount has not been satisfied in proportion to their respective Percentage Interest, determined based only on those Non-Selling Members whose specified Excess Amount has not yet been satisfied, and such procedure shall be employed until the entire Excess Amount of each Non-Selling Member has been satisfied or otherwise dispose of its entire Member all the remaining Offered Interest in has been allocated. In the Companyevent that the Offered Interests are not fully subscribed for by the Non-Selling Members, then the Selling Member shall furnish have the right, in its sole discretion, to sell all the Offered Interests to a third party and/or sell a portion of the Offered Interests to the nonNon-selling Member written notice of Selling Members, all on terms not less favorable than those contained in the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7Transfer Notice. (ad) The price at which In the Offered Interest may be purchased shall be event that the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) Non-Selling Members exercise their first refusal rights with respect to all of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, must sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale Non-Selling Members within 10 Business Days after the date of receipt of the Offered Interest last Acceptance Notice received by the Selling Member. (e) If all notices required to be given pursuant to subsections (a) through (c) above have been duly given and the execution by the transferee of this AgreementNon-Selling Members shall have determined not to exercise their respective first refusal rights granted herein, the transferee shall become a Member of the Company. However, if then the Selling Member does not shall have the right, for a period of 30 calendar days after expiration of the last applicable option period specified in subsection (c), to sell the Offered Interest pursuant to remaining unsold on the Offer within ninety terms and provisions set forth in the Transfer Notice. (90f) days after Upon the termination (consummation of any purchase by passage of time or otherwise) a third party and/or the Non-Selling Members of the rights of first refusal created under this Section 8.2Offered Interest, the Selling Member may not thereafter transfer shall deliver certificates evidencing the Offered InterestInterest sold, without again complying with duly endorsed, or accompanied by written instruments of transfer, free and clear of any Encumbrances, other than those imposed by this Agreement, against delivery of the provisions of this Section 8.2purchase price thereof.

Right of First Refusal. If a Member (a) The Excelsior Entities shall ensure that if an Excelsior Project Entity or any of its Affiliates receives a bona fide written offer that it is willing to accept (a “Third Party Offer”) from any Person dealing at arm’s length with such Excelsior Project Entity to enter into a ROFR Entitlement Agreement in or with reference to Minerals or Other Minerals extracted from ore which originates within the Member Stream Area (the “Selling MemberOffered Interest”) proposes ), the recipient of such Third Party Offer may only accept the Third Party Offer conditional on and subject to accept, whether or not solicited, to sell or otherwise dispose this right of its entire Member Interest in first refusal. The Excelsior Entities shall ensure that the Company, then the Selling Member shall furnish to the non-selling Member written recipient entity promptly gives notice of the receipt Third Party Offer (the “Notice of Offer”) to the Purchaser and complies with this Section 6.1(a). The Notice of Offer must contain a copy of the Third Party Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to disclose the identity of the real party in interest Person making the OfferThird Party Offer (including the name of any corporate or economic group to which it may belong to the extent within the knowledge of the Seller, after due inquiry) (the “Third Party Offeror”). The If the Third Party Offer provides for any non-selling Membercash consideration to be paid to such recipient entity in respect of the Offered Interest, the Notice of Offer must specify such recipient entity’s good faith estimate of the cash equivalent value of such non-cash consideration. In addition, the Excelsior Entities shall ensure that such recipient entity concurrently provides to the Purchaser copies of any material written information provided to the Third Party Offeror in respect of the Offered Interest. If the Offered Interest is being offered for sale to the Third Party Offeror together with or in conjunction with other assets of such recipient entity, the Purchaser will, in accordance with Section 6.1(b), be entitled to purchase only the Offered Interest, and the Notice of Offer must specify such recipient entity’s good faith estimate of the cash equivalent value being offered by the Third Party Offeror for the Offered Interest. If the Purchaser does not agree with any one or more of the foregoing estimates (a “Valuation Dispute”) such estimate shall conclusively be determined within thirty (30) days by a firm of chartered accountants appointed by such recipient entity and acceptable to the Purchaser, acting reasonably, and the costs of such determination shall be borne equally by the Purchaser and the Excelsior Entities. Within five (5) Business Days of receiving such determination, such recipient entity shall elect to either accept or reject such determination by providing written notice to the Purchaser (failing which such recipient entity shall be deemed to have rejected such determination). If such recipient entity elects to accept such determination in accordance with the foregoing, such determination shall be binding upon such recipient entity and the Purchaser, in which case all time periods referred to in Section 6.1(b) shall be extended by the time taken to obtain such final determination and make such election, and the Notice of Offer shall be deemed to be amended accordingly. If such recipient entity elects (or is deemed to have elected) to reject such determination in accordance with the foregoing, then the Purchaser shall have no further rights with respect to the Offered Interest, and the recipient entity will not be permitted to complete the transaction contemplated 38821-2007 25879515.13 by the Third Party Offer (a “Third Party Offer Termination Event”), and the rights of the Parties pursuant to this Section 6.1 will continue in respect of any subsequent Third Party Offer received by an Excelsior Project Entity or any of its Affiliates. Upon the Notice of Offer being given, and provided that a Valuation Dispute has not occurred, or if a Valuation Dispute has occurred, such Valuation Dispute has been resolved without resulting in a Third Party Offer Termination Event, the Purchaser will have the right to purchase all, but not less than all, of the Member Offered Interest at the purchase price contained in the Notice of Offer (the “Offered InterestROFR Consideration”) proposed to be sold by ), and otherwise upon the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price are contained in the Third Party Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedmutatis mutandis. (b) The non-selling Member shall have sixty If the Purchaser desires to exercise its right to purchase all of the Offered Interest as contemplated by Section 6.1(a), the Purchaser will give notice of such desire (60the “ROFR Exercise Notice”) to such recipient entity within thirty (30) days after receipt of having been given the Notice of Offer. The giving of the notice ROFR Exercise Notice shall initiate a thirty (30) calendar day period during which the Purchaser and the recipient entity shall negotiate expeditiously and in good faith to elect agree definitive documentation with respect to purchase a legally binding agreement between the Purchaser and such recipient entity for the sale to the Purchaser of the Offered InterestInterest in accordance with the terms set out in the Third Party Offer (provided that the purchase price will be the ROFR Consideration) which sale transaction will be completed on the date provided in such definitive documentation (or on such other date as such Purchaser and such recipient Excelsior Entity shall agree) by delivery of the Offered Interest by such recipient entity to the Purchaser against payment by the Purchaser to such recipient entity of the ROFR Consideration by bank wire transfer, certified cheque or bank draft. The purchase transaction (unless otherwise agreed Any dispute between the Parties with respect to with third-party purchaserscompliance with, or any failure to agree on definitive documentation as contemplated by this Section 6.1(b) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated resolved in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyaccordance with Section 13.6. (c) If the non-selling Member Purchaser does not elect give the ROFR Exercise Notice in accordance with the provisions of Section 6.1(b), the right of the Purchaser to purchase the Offered InterestInterest will terminate and such recipient entity may sell all, then the Selling Member may accept the Offer andbut not less than all, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by Third Party Offeror in accordance with the transferee of this Agreement, the transferee shall become a Member terms of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Third Party Offer at any time within ninety (90) days after the termination expiry of the thirty (by passage of time or otherwise30) of calendar day period specified in Section 6.1(b). If the Offered Interest is not so sold within such ninety (90) calendar day period on such terms, the rights of first refusal created under the Parties pursuant to this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without 6.1 will again complying take effect with the provisions of this Section 8.2respect thereto.

Right of First Refusal. (a) If a Member receives a bona fide offer (“Offer”) which the Member (“----------------------- "Selling Member”") proposes to accept, whether or not solicited, shall desire to sell or otherwise dispose all (but not part) of its entire Member Interest Membership --------------- Interests (which, for purposes of this Section 10.04, shall be deemed to include, in the Companycase of Ashland, the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall furnish give notice (the "Offer Notice") ------------ to the non-selling other Member, identifying the proposed purchaser from whom it has received a bona fide offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the Membership Interests being sold) and the other material terms and conditions upon which the Selling Member written notice is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or purchase of any property other than such Membership Interests (other than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer together with the principal terms and conditions of the saleNotice to elect, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as by notice to the identity of the real party in interest making the Offer. The non-selling Selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Membership Interests offered for sale on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNotice. (b) The non-selling If a Member makes such election, the notice of election shall have sixty (60) state a closing date not later than 60 days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election Offer Notice. If such Member breaches its obligation to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to Membership Interests of the Selling Member on the full same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than where such breach is due to circumstances beyond such Member's reasonable control), then, in addition to all other remedies available, the Selling Member may, at any time for a period of 270 days after such default, sell such Membership Interests to any person at any price against delivery of an instrument appropriately transferring and upon any other terms without further compliance with the Offered Interest sold therebyprocedures set forth in Section 10.04. (c) If the nonother Member gives notice within the 30-selling day period following the Offer Notice from the Selling Member does that it elects not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Membership Interests, the Selling Member may not thereafter transfer may, within 120 days after the Offered Interestend of such 30-day period (or 270 days in the case where such parties have received a second request under HSR), without again complying with sell such Membership Interests to the provisions identified purchaser (subject to clause (iii) of Section 10.01(c)) on terms and conditions no less favorable to the Selling Member than the terms and conditions set forth in such Offer Notice. In the event the Selling Member shall desire to offer the Membership Interests for sale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the procedures set forth in this Section 8.210.04 must again be initiated and applied with respect to the terms and conditions as modified.

Right of First Refusal. If a Member receives Participant should desire to transfer to a bona fide third party all of its Participating Interest and its interest in this Agreement (the "Offered Interest"), it shall first have received an all cash BONA FIDE written offer from an arm's length third party (“the "Third Party Offer”") which shall state the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal price and all other pertinent terms and conditions upon which it wishes to complete the Transfer and the transferring Participant shall have delivered a copy of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as Third Party Offer to the identity of other Participant together with its own offer to sell to the real party in interest making other Participant on the same terms and conditions (the "Offer"). The non-selling Memberother Participant shall have 60 days from the date the Offer is delivered to it, shall then have to notify the right transferring Participant whether it elects to purchase acquire the Member Offered Interest (“Offered Interest”) proposed to be sold by at the Selling Member upon price and subject to on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the other Participant does so elect the Transfer shall be consummated promptly after notice of such election is delivered by the transferring Participant. If the transferring Participant fails to so elect, within the period provided for in this section, the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third Person at a price contained and on terms no less favourable than those offered in the Offer shall consist (and in whole or accordance with this Article 14. If the transferring Participant fails to consummate the Transfer to a third Person within the period set forth in part) of consideration other than cash, payable at the closing thereof or at a later datethis section, the cash equivalent fair market value right of such other consideration first refusal herein contained shall be included deemed to be revived. Any subsequent proposal to Transfer its Participating Interest and an interest in this Agreement to a third party by the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) transferring Participant shall be consummated at a closing to be held at conducted in accordance with the principal executive offices procedures set forth in this section 14.2 and the balance of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interestthis Article 14. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell transferring Participant transfers the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created this section, it shall be released from all liabilities and obligations under this Section 8.2, Agreement provided that the Selling Member may not thereafter transfer third Person delivers to the Offered Interest, without again complying remaining Participant an agreement in writing covenanting to be bound by this Agreement and the terms hereof in accordance with the provisions of this Section 8.2section 14.3 below.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which During the Member (“Selling Member”) proposes Term of and subject to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal all other terms and conditions of this Agreement, Licensor hereby grants to Knight an exclusive right of first refusal (a “Right of First Refusal”), with respect to all or any part of the saleTerritory, including to store, market, promote, sell, offer for sale and/or distribute any ROFR Product(s). Knight shall advise Licensor within ten (10) Business Days of its receipt of a notice from Licensor which details a bona fide unrelated Third Party offer for any ROFR Product(s) with a copy of such offer (with the minimum price (“Sale Price”name of the Third Party deleted or redacted)) at which whether it intends to accept such interest is terms and conditions. Thereafter the parties shall enter into exclusive and good faith negotiations to conclude an agreement on such proposed to be sold, term and condition. If the Parties have not entered into a statement as binding agreement with respect to the identity importing (into, or within, the Territory), storing, marketing, promoting, selling, offering for sale and distributing of the real party ROFR Product(s) in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the Territory confirming such terms and conditions within [**] Business Days of Knight’s exercise of its rights hereunder (during which period Licensor shall negotiate exclusively with Knight and in good faith with respect thereto), then Licensor shall be entitled to enter into an agreement with the aforesaid Third Party without any further obligations to Knight as set forth long as Licensor does not accept terms and conditions that Licensor determines, acting reasonably and in good faith, are less favourable to the Licensor than what Knight offered (taken as a whole). Notwithstanding the foregoing, Knight shall not be entitled to a Right of First Refusal pursuant to this Section 8.2. This Section 8.2 shall not apply 2.7 for any Third Party offer for a ROFR Product that includes a Major Market in addition to all or any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt part of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyTerritory. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a In the event that for any reason either ---------------------- Member receives a bona bona-fide offer from any third party (“Offer”other than an Affiliate) to sell, pledge, transfer or dispose of (a "Sale") all or any part of such Member's Interests and which the such Member (“the "Selling Member”") proposes elects to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish give written notice to the non-selling other Member written notice of the Selling Member's intention (the "Sale Notice"). The Sale Notice must name and identify the proposed transferee and specify the number of Interests to be transferred (the "Offered Interests"), the price per Interest, the payment terms and all other relevant terms of the proposed Sale with reasonable specificity. Upon receipt of the Offer together with Sale Notice, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, other Member shall then have the right right, but not the obligation, to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Interests on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the OfferSale Notice. If the price contained in the Offer shall consist (in whole Member desires to acquire all, or in part) of consideration other than cash, payable at the closing thereof or at a later dateany part of, the cash equivalent fair market value of such other consideration shall be included in Offered Interests, it deliver to the price at which the Offered Interest may be so purchased. Selling Member within thirty (b) The non-selling Member shall have sixty (6030) days after receipt of the notice to elect Sale Notice, a written election (the "Purchase Notice") to purchase such portion or all of the Offered InterestInterests. Failure of the other Member to deliver such party's Purchase Notice within said thirty (30) day period shall be deemed an election by such party not to purchase any Offered Interests. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the CompanySales of the Offered Interests to the other Member shall occur within thirty (30) days after the amount of Offered Interests which such Member is to purchase is determined. If the other Member elects not to purchase all of the Offered Interests, or at such the Selling Member, subject to obtaining the other location as Member's approval pursuant to Section 10.1, may be agreed sell the Offered Interests not so purchased by the parties, within sixty(60) days following other Member to the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated third party specified in the OfferSale Notice; provided, the non-selling Member shall deliver to however, that the Selling Member shall not have the full purchase price against delivery right to effect the proposed Sale with a party other than the party identified in the Sale Notice or on terms different than those contained in the Sale Notice without first giving the other Member a new right of an instrument appropriately transferring first refusal as described above, and in the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if event that the Selling Member does not sell effect the Offered Interest pursuant to the Offer proposed Sale within ninety (90) days after the termination (by passage of time or otherwise) delivery of the rights Sale Notice, the other Member's right of first refusal created under this Section 8.2, shall reapply and the Selling Member may shall not thereafter transfer effect the Offered Interest, proposed Sale without again complying with the provisions of this Section 8.2above provisions.