Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In Subject to the event thatprovisions of Section 2 above, from the date hereof to and including the later an Investor (a "Selling Investor" for purposes of (ithis Section 3) July 31, 2014 may sell for cash all or (ii) the end any portion of the Forbearance Period capital stock of the Company held by him (whether now or hereafter acquired) at any time, pursuant to a bona fide offer from a third party, subject to such Selling Investor's compliance with the following provisions: (a) The Selling Investor shall promptly deliver a notice of intention to sell (a "Sale Notice") to the Company setting forth in reasonable detail the capital stock of the Company to be sold (the “ROFR Period”"Subject Securities"), the Company agrees to any financing arrangement wherein advances will be made under the provisions identity of the Recovery Act permitting funding on proposed purchaser and the proposed purchase price and terms of sale (including a priority copy of any written offer or super-priority basis indication of interest). (or similar law providing for b) Upon receipt of a Sale Notice from the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Selling Investor, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the first right and option in its discretion, to (x) become a lender under that financing arrangement elect to purchase at the price and on the terms set forth stated in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Sale Notice, all or part of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender number of the DIP Financing Notice; provided further that in Subject Securities. In the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior Company shall elect to the end purchase all or part of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). FurtherSubject Securities, the Company shall provide so notify the Selling Investor within 20 days (the "Company Option Period") after the receipt by the Company of the Sale Notice. Any such election shall be made by written notice (a "Company Notice of Election") to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that Selling Investor. (c) If the Company Notice of Election with respect to the Subject Securities shall have been received as aforesaid by the Selling Investor, the Selling Investor shall sell such Subject Securities to the Company at the price and on the terms stated in the Sale Notice. The closing of such sale of Subject Securities shall take place at the offices of the Company no later than 20 days following the expiration of the Company Option Period (or upon the expiration of such longer period if required by law), or such other place and earlier date as may receivebe agreed by all parties to the transaction. At such closing the Selling Investor shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers with signatures guaranteed and all necessary stock transfer stamps affixed, against receipt of the purchase price therefor by certified or official bank check in New York Clearing House Funds or by wire transfer of immediately available funds. (d) Any Subject Securities not sold pursuant to the provisions of this Section 3 may be sold (in compliance with Section 4 below) to the person identified in the related Sale Notice for a period of 60 days following the expiration of the Company Option Period or to any person or persons at a price not lower than the price specified in the Sale Notice and on other terms not materially more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 60th day shall again be subject to the restrictions contained in this Agreement.

Right of First Refusal. In After the event expiration of the Option Period through the termination of the Distribution Agreement, if the Acquired Company receives a bona fide offer from any party with respect to any transaction which would result in the sale of substantially all of the Acquired Company’s assets or the sale of all or such portion of the Acquired Company’s capital stock such that, from following such transaction, the buyer would own shares having a majority of the combined voting power on a fully diluted basis of all of classes of the Acquired Company’s equity securities (each, a “Sale of the Acquired Company”), the Acquired Company shall provide Purchaser a copy of the offer (upon condition of confidentiality) (the “Sale Notice”). On receipt of the Sale Notice, Purchaser shall have the right and option (the “Right of First Refusal”), exercisable at any time by providing written notice to the Acquired Company during the period of fifteen (15) Business Days following Purchaser’s receipt of the Sale Notice, to elect to purchase all, but not less than all, of the offered securities or assets in connection with the Sale of the Acquired Company, at the same price and upon the same terms and conditions contained in the Sale Notice (the “Purchaser Notice”). The Acquired Company will not, following receipt of the Purchaser Notice through the date hereof to and including the later of ninety (i90) July 31, 2014 or (ii) the end of the Forbearance Period days thereafter (the “ROFR Period”), for so long as Purchaser continues to negotiate with the Acquired Company agrees to the terms of a definitive agreement, directly or indirectly, facilitate, solicit, recommend or encourage any financing arrangement wherein advances will be made under offer by, or enter into any agreement with any person or entity that would, if the provisions transaction contemplated thereby were completed, result in a Sale of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Acquired Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In To the event thatextent required by paragraph 3(f), from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end any member of the Forbearance Period Leuthe Group, prior to making any offer to sell or transfer Holding Company Common Stock, shall give the Holding Company the opportunity to purchase such Holding Company Common Stock in the following manner: (a) Any member of the Leuthe Group intending to make such an offer, sale or transfer shall give notice (the “ROFR Period”)"Transfer Notice") to the Holding Company in writing of such intention, specifying the number of shares of Holding Company agrees Common Stock proposed to any financing arrangement wherein advances be disposed of and certifying in writing that such transfer will be made under the provisions of the Recovery Act permitting funding on an open market sale through a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice broker acceptable to the Lender of such DIP Financing Holding Company. (the “DIP Financing Notice”b) and the Lender The Holding Company shall have the option right, exercisable by written notice given by the Holding Company to the party which gave the Transfer Notice within fifteen (15) business days after receipt of such Transfer Notice to purchase (or to cause a corporation, entity, person or group designated by the Holding Company to purchase) all, but not a part of, the Holding Company Common Stock specified in its discretion, to (x) become a lender under that financing arrangement such Transfer Notice for cash at the mean between the high bid and low asked price for the Holding Company Common Stock on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Nasdaq Stock Market as of the lenders under date of the Scotiabank Facility exercising their Transfer Notice. (c) If the Holding Company exercises its right of first refusal hereunder, the closing of the purchase of the Holding Company Common Stock with respect to participate which such right has been exercised shall take place within thirty (30) calendar days (or if approval of such purchase is required by the Holding Company shareholders or any regulatory authority as required by law or pursuant to any stock exchange rule or policy, within ninety (90) calendar days) after the Holding Company gives notice of such exercise. Upon exercise of its right of first refusal, the Holding Company shall be legally obligated to consummate the purchase contemplated thereby and shall use its best efforts to secure all approvals required in connection therewith. (d) If the Holding Company does not exercise its right of first refusal hereunder within the time specified for such exercise, the party giving the Transfer Notice shall be free during the period of ninety (90) calendar days following the expiration of such time for exercise to sell the Holding Company Common Stock specified in such financing arrangement (each, Transfer Notice in an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing open market sale through a broker acceptable to the Company. Holding Company and not knowingly to an affiliate provided the party giving such Transfer Notice gives written direction to the broker completing the sale to provide the Holding Company with a copy of any trade confirmation. (e) Notwithstanding the foregoing, this Section 4 shall not be applicable to any sale of shares of Holding Company Common Stock by the ROFR Period shall terminate Leuthe Group in an amount not to exceed 20,000 shares per calendar quarter if each sale or sales are made in open market transactions through a broker designated by the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Holding Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice broker agrees to give to the Holding Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivesale.

Right of First Refusal. In Until the event that, from seventh anniversary of the date hereof hereof, if a Holder of Stock (an "Offering Stockholder") desires to and including the later of (i) July 31, 2014 Transfer any or (ii) the end all of the Forbearance Period shares of Stock then owned by such Offering Stockholder (the “ROFR Period”)"Transfer Stock") to any person other than a Permitted Transferee of such Holder or in any manner other than in a bona fide public distribution pursuant to an effective registration statement under the Securities Act, such Offering Stockholder shall give written notice (the "Offer Notice") to the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring terms and conditions of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)proposed sale, and the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the right and option in its discretion, (but not the obligation) to (x) become a lender under that financing arrangement on purchase the Transfer Stock at the price and upon the other terms and conditions set forth in the agreement describing said financing arrangement Offer Notice. The right of first refusal provided for herein shall be exercisable by the Company upon delivery of written notice (the "Purchase Notice") to the Offering Stockholder not more than 10 business days after receipt by the Company of the Offer Notice (the "Exercise Period"). If the Company exercises its right of first refusal hereunder, consummation of the purchase of the Transfer Stock pursuant thereto shall occur on such date as the Company and the Offering Stockholder mutually shall agree, but in no event later than 10 business days next following the date on which the Company shall have delivered the Purchase Notice to the Offering Stockholder; subject to extension of such 10-day period as necessary to comply with applicable securities and other laws and regulations. Upon exercise of the foregoing right of first refusal, the Company and the Offering Stockholder shall be contractually obligated to consummate the purchase contemplated thereby and shall use their reasonable best efforts to obtain all requisite consents and approvals in connection therewith. If the Company declines to purchase the Transfer Stock as provided in this Section 2.2, the Offering Stockholder thereafter shall have the right for a period of 120 days next following the expiration of the Exercise Period (the "Open Sale Period") to transfer all or any portion of the Transfer Stock subject to the Transfer Offer, free and clear of the restrictions and limitations of this Section 2.2, in one or a series of bona fide transactions; provided, however, that such transfer may only be effected pursuant to general terms and conditions (including price) not more beneficial to the Offering Stockholder than those contained in the Offer Notice. If any Transfer Stock is not sold or transferred pursuant to the provisions of this Section 2.2 prior to the expiration of the Open Sale Period, such Transfer Stock again shall become subject to the provisions and restrictions hereof. The Company may assign its rights under this Section 2.2 to Approved Transferees who shall be entitled to deliver the Purchase Notice and purchase the Transfer Stock in accordance with the commitments under such financing arrangement to be allocated pro rata among the Lender and identical terms of this Section 2.2. Notwithstanding any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period provisions of this Section 2.2 no longer shall terminate be of any force or effect (a) at such time as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have sold 60% or more of the Common Stock beneficially owned by them on the date hereof; provided, however, that Transfers of Common Stock by them to family members, to charitable organizations or to trusts for estate planning purposes shall not constitute Transfers for purposes of this paragraph; or (b) if at any time after the second anniversary of this agreement, 15% or less of the Common Stock is beneficially owned by CBS and its Permitted Transferees. The terms of clause (b) in the event that (A) preceding sentence shall not be applicable if CBS and its Permitted Transferees beneficially own 15% or less of the Forbearance Period terminates Common Stock as a result of Transfers by CBS or its Permitted Transferees of at least 50% of the Common Stock acquired by CBS or its assignees pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Stock Purchase Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveWarrant.

Right of First Refusal. The following provisions shall remain effective only until and shall automatically cease and become inapplicable after (1) a Change in Control (as defined in the Plan) of the Corporation, or (2) the initial underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act; or (3) the date the Corporation’s common stock commences trading in the over-the-counter market or on a recognized exchange in the United States. (a) In the event thatthat the Participant proposes to sell, from pledge or otherwise transfer any Option Shares, or any interest in the date hereof Option Shares, the Corporation will have a right of first refusal under this Section. If the Participant desires to and including the later of (i) July 31, 2014 or (ii) the end transfer any of the Forbearance Period Option Shares, the Participant shall give a written notice (the “ROFR PeriodOffer Notice”) to the Corporation fully describing the proposed transfer, including the number of Option Shares proposed to be transferred (the “Subject Shares”), the Company agrees to any financing arrangement wherein advances will be made under purchase price, the provisions name and address of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)proposed transferee, the Company shall provide immediate notice other terms and conditions of transfer and evidence satisfactory to the Lender of such DIP Financing (Corporation that the “DIP Financing Notice”) proposed sale or transfer will not violate any applicable federal or state securities laws. The Offer Notice shall be signed by both the Participant and the Lender proposed transferee and must be a binding agreement of both parties to transfer the Subject Shares. The Corporation shall have the option right to purchase all, but not less than all, of the Subject Shares on the terms of the proposal described in the Offer Notice (subject to any change in any terms permitted under subsection (b) below) by delivery of a written notice of exercise to the Participant within 30 days after the date the Offer Notice was received by the Corporation. The Corporation shall have the right to assign its discretionrights under this subsection (a) in whole or in part. (b) If the Corporation fails to exercise its right of first refusal within 30 days after the date it receives the Offer Notice, the Participant may, within 90 days after the receipt of the Offer Notice by the Corporation, consummate a transfer of the Subject Shares on the terms and conditions described in the Offer Notice; provided, however, that any such sale is made in compliance with applicable federal and state securities laws and is not in violation of any contractual restrictions to which the Participant is bound. Any proposed transfer on terms and conditions different from those described in the Offer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the right of first refusal and shall require compliance with the procedure described in subsection (xa) become a lender under that financing arrangement above. If the Corporation exercises its right of first refusal, the parties shall consummate the sale of the Subject Shares on the terms set forth in the agreement describing said financing arrangement Offer Notice within 60 days after the date the Corporation received the Offer Notice (with or within such longer period as may have been specified in the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”Offer Notice), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, ; provided, however, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event the Offer Notice provided that payment for the Subject Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Corporation shall have the right to pay for the Subject Shares with cash or cash equivalents equal to the present value, as determined by the Committee in good faith, of the consideration described in the Offer Notice. (Ac) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach Any other provision of this Agreement and such breach is not cured. Upon written notice to the Company from the LenderSection notwithstanding, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives Option Shares are readily tradable on an established securities market when the DIP Financing Notice on a date which is less than 10 Business Days prior Participant desires to transfer the Option Shares or any portion thereof, the Corporation will have no right of first refusal and the Participant shall have no obligation to comply with the procedures described in this Section. (d) This Section shall not apply to transfers of Option Shares solely to (i) members of the Participant’s immediate family (e.g., children, grandchildren, or spouse), (ii) trusts for the benefit of such family members, or (iii) partnerships or limited liability companies where the only partners are such family members; provided, however, that in all such cases the transferees have signed an agreement satisfactory to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall Corporation to be automatically extended bound by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under all the provisions of this Agreement. (e) If the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing Corporation tenders, at the time and place and in the amount and form provided in this Agreement, the consideration for the restructuring Subject Shares to be purchased in accordance with this Section, then after such time the person from whom the Subject Shares are to be purchased shall no longer have any rights as a holder of the Company’s obligations under Puerto Rico law) Subject Shares (each such proposal, a “DIP Financing Proposal”other than the right to receive payment in accordance with this Agreement). FurtherSuch Subject Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company whether or not certificate(s) therefore have been delivered as required by this Agreement. (f) The Corporation may receiveassign its rights under this Section in whole or in part.

Right of First Refusal. In the event that, from the date hereof to and including the later of (ia) July 31, 2014 or (ii) the end For so long as any of the Forbearance Period Notes remain outstanding, upon any issuance by the Company of Common Stock, Common Stock Equivalents or other Indebtedness or other securities, whether for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser with outstanding Notes shall have the right to participate up to its Pro Rata Portion (measured against all Purchasers) of a percentage of such Subsequent Financing equal to, in the aggregate for all Purchasers, one hundred percent (100%) in case of any offering (the “ROFR PeriodParticipation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing (the “ROFR”). For the avoidance of doubt, the Company agrees ROFR will not apply to any financing arrangement wherein advances will be made under the provisions Initial Public Offering. (b) At least three (3) Trading Days in case of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction prior to the Recovery Act permitting funding on closing of a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Subsequent Financing”), the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (each additional notice containing such details, a “Subsequent Financing Notice”). Upon the request of any Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Persons through or with whom such Subsequent Financing is proposed to be effected, the Pro Rata Portion (as defined below) of the ROFR Participation Maximum of such Purchaser, an inquiry as to whether such Purchaser is willing to participate above their Pro Rata Portion (and what is the maximum amount such Purchaser is willing to commit), and shall include a term sheet or similar document relating thereto as an attachment. In addition to such other remedies available to a Purchaser, in the event that the Company fails to provide immediate the Pre Notice required by this Section 4.10(b), then each Purchaser shall be entitled to exercise its rights under Section 4.10 until sixty (60) days after the closing of the particular Subsequent Financing, and the Purchaser may deem the failure to give any notice required hereunder an Event of Default under any Note. (c) If any Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Lender Company within one (1) Business Day of receipt of the Subsequent Financing Notice (two (2) hours in the event of a Subsequent Financing structured as a public offering or as an “overnight” or “intraday” deal or other similar transaction) that such DIP Financing Purchaser is willing to participate in the Subsequent Financing, the maximum amount for which such Purchaser would be willing to participate if it is allocated to it (up to the “DIP Financing Notice”) ROFR Participation Maximum), and representing and warranting that the Lender shall have the option in its discretionPurchaser has such funds ready, to (x) become a lender under that financing arrangement willing, and available for investment on the terms set forth in the agreement describing said financing arrangement Subsequent Financing Notice. A Purchaser’s election not to participate in any Subsequent Financing shall not waive such Purchaser’s rights to participate in future Subsequent Financings. (with d) At first, each Purchaser shall first have the commitments under such financing arrangement right to be allocated pro rata among the Lender and any purchase its Pro Rata Portion (measured against Purchaser) of the lenders under the Scotiabank Facility exercising their right ROFR Participation Maximum. If some Purchasers have declined to participate in such financing arrangement (eachSubsequent Financing, an “Exercising Lender”)and some portion of the ROFR Participation Maximum remains unallocated, such that each Exercising Lender’s proportionate share of such financing facility Purchaser having agreed to participate above its current allocation shall be determined by dividing allocated its Pro Rata Portion (measured against Purchaser having so agreed) of the principal amount outstanding next dollar – and so on and so forth until the ROFR Participation Maximum shall be fully allocated or Purchaser shall have been given their desired allocation in full. (e) The transaction documents related to any Subsequent Financing applicable to any Purchaser participating in such Exercising Lender under Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Credit Agreement Securities purchased hereunder. In addition, the transaction documents related to the Subsequent Financing shall not include any requirement to consent to any amendment to or termination of, or grant any waiver, release or other modification or the Scotiabank Facilitylike under or in connection with, as applicablethis Agreement, by without the aggregate principal amount outstanding prior written consent of the number of Purchaser required hereunder to all Exercising Lenders under the Credit Agreement and the Scotiabank Facilityconsent to this amendment, providedtermination, that if the Exercising Lenders agree on an alternative allocationwaiver, then such alternative allocation shall govern)consent, release or other modification. (yf) propose equivalent or better terms of financing Notwithstanding anything to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate contrary in the event that (A) the Forbearance Period terminates pursuant to this Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement 4.10 and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously unless otherwise agreed to by the applicable Purchaser, the Company shall either confirm in writing to each Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, if the Company is then subject to the reporting requirements of the Exchange Act, in either case in such a manner such that each Purchaser will not be in possession of any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt material, non-public information, by the Lender fifth (5h) Trading Day following delivery of the DIP Subsequent Financing Notice; provided further that . If by such fifth (5th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries in addition to other remedies available to a Purchaser. In addition to such other remedies available to a Purchaser, in the event that the Lender receives Company fails to provide the DIP Financing Notice on a date which is less than 10 Business Days prior notice required by this Section 4.10(b), then each Purchaser shall be entitled to exercise its rights under Section 4.10 until thirty (30) days after the end closing of the ROFR Period (particular Subsequent Financing and Purchaser may deem the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided failure to give any notice that it will not participate in the DIP Financing. Further, concurrently with the execution required hereunder an Event of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made Default under the provisions Note. (g) Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivean Exempt Issuance.

Right of First Refusal. In (a) If the event thatParticipant proposes to sell, from assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any Shares acquired upon exercise of this option, then the date hereof to and including the later of (i) July 31, 2014 or (ii) the end Participant shall first give written notice of the Forbearance Period proposed transfer (the “ROFR Period”"Transfer Notice") to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the Company agrees to any financing arrangement wherein advances will be made under the provisions price per share and all other material terms and conditions of the Recovery Act permitting funding on a priority or super-priority basis transfer. (or similar law providing for the restructuring b) For 30 days following its receipt of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)such Transfer Notice, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on purchase any or all of the Offered Shares at the price and upon the terms set forth in the agreement describing said financing arrangement (with Transfer Notice. In the commitments under such financing arrangement event the Company elects to be allocated pro rata among the Lender and purchase any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (eachOffered Shares, an “Exercising Lender”), such that each Exercising Lender’s proportionate share it shall give written notice of such financing facility election to the Participant within such 30-day period. Within 10 days after his receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing that portion of the Offered Shares to be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, purchased by the aggregate principal amount outstanding to Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all Exercising Lenders under in a form suitable for transfer of the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing Offered Shares to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof Promptly following receipt of such certificate or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furthercertificates, the Company shall provide deliver or mail to the LenderParticipant a check in payment of the purchase price for the Offered Shares; PROVIDED THAT if the terms of payment set forth in the Transfer Notice were other than cash against delivery, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivepay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and PROVIDED FURTHER that any delay in making such payment shall not invalidate the Company's exercise of its option to purchase the Offered Shares. (c) To the extent the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer to the proposed transferee that portion of the Offered Shares not purchased by the Company, PROVIDED THAT such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. (d) After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares. (e) The following transactions shall be exempt from the provisions of this Section 4: 1. any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 2. any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and 3. the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); PROVIDED, HOWEVER, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. (f) The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. (g) The provisions of this Section 4 shall terminate upon the earlier of the following events: 1. the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or 2. the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or indirectly, more than 75% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). (h) The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

Right of First Refusal. In If the event that, from the date hereof Recipient (or a subsequent transferee) proposes to and including the later of transfer any vested Restricted Shares (i) July 31, 2014 or (ii) the end of the Forbearance Period (the in each case a “ROFR PeriodSelling Stockholder”), then the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company Selling Stockholder shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon promptly give written notice to the Company at least 30 days prior to the closing of such transfer. The notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of Shares to be transferred, the nature of the transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. For purposes of this Section 16, Transfer means the sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Shares. For a period of 15 days following receipt of any notice described in the preceding paragraph, the Company (or its assignee) shall have the right to purchase all or a portion of the Shares subject to such notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (or its assignee) and delivered to the Selling Stockholder within such 15-day period, the failure of the Company (or its assignee) to respond within such period shall be conclusive evidence that it elects not to purchase the Shares. The Company or its assignee shall effect the purchase of the Shares, including payment of the purchase price, not more than 30 business days after delivery of the notice from the LenderSelling Stockholder, and at such time the parties Selling Stockholder shall negotiatedeliver to the Company the certificate(s) representing the Shares to be purchased by the Company, execute and deliver a financing agreement incorporating each certificate to be properly endorsed for transfer. To the terms previously agreed extent that the Shares proposed to be transferred are not purchased by the Company with any other lender(sand/or its assignee(s) under as provided in this Section 16, then the Selling Stockholder may transfer such DIP Financing; provided that such agreement is entered into Shares to the proposed transferee(s) pursuant to the terms specified in the notice within 10 Business Days of receipt by 45 days after the Lender date of the DIP Financing Notice; notice and provided further that any such sale or other Transfer is effected in the event accordance with any applicable securities laws and each proposed transferee agrees in writing that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of this Agreement, including this Section 16, shall continue to apply to the Recovery Act permitting funding on Shares after such Transfer. If the Shares described in the notice are not Transferred to the proposed transferee within such 45-day period, a priority new notice shall be given to the Company, and the Company and/or its assignees shall again be offered the right of first refusal as provided herein before any vested Restricted Shares may be sold or super-priority basis (or similar law providing for otherwise Transferred. This provision shall terminate upon the restructuring closing of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies first underwritten public offering of any DIP Financing Proposal that the Company may receiveits common stock.

Right of First Refusal. In The Company grants the event thatPlacement Agents (or any affiliate designated by the Placement Agents) the right to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, from exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (the “Right of First Refusal”), for the period commencing on the date hereof and ending on the 6-month anniversary of the Closing Date. If the Placement Agents or their affiliate decide to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including the later of indemnification, which are appropriate to such a transaction. For these purposes, investment banking services shall include, without limitation, (i) July 31acting as lead, 2014 or book-running manager for any underwritten public offering; and (ii) the end acting as exclusive placement agent or financial advisor in connection with any private offering of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring securities of the Company’s obligations under Puerto Rico law; provided that (ii) shall not include private placements solely to investors in the Company prior to this Agreement. The Placement Agents shall notify the Company of its intention to exercise the Right of First Refusal within 5 business days following receipt of a written notice by the Company to the Placement Agents that it is considering any of the above transactions. Any decision by the Placement Agents to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agents and its affiliates and shall be subject to general market conditions. If the Placement Agents decline to exercise the Right of First Refusal (a “DIP Financing”which they may do in its sole and absolute discretion), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, right to (x) become a lender under that financing arrangement retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms set forth in declined by the agreement describing said financing arrangement Placement Agents. For purposes of clarity, the foregoing Right of First Refusal shall not apply to any sale of equity securities to DaVita, Inc., a Delaware corporation (with the commitments under such financing arrangement to be allocated pro rata among the Lender and or any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”its affiliates), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, in accordance with FINRA Rule 5110(g)(6)(a), in no event will the ROFR Period Right of First Refusal have a duration of more than three (3) years from the commencement of sales in this offering. The Right of First Refusal shall terminate in the event be subject to FINRA Rule 5110(g)(5)(B), including that (Ai) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender Right of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to First Refusal may be terminated by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt for “cause”, which shall include the material failure by the Lender of Placement Agents to provide the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period services contemplated by this Agreement, and (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(sii) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s exercise of its right of “termination for cause” eliminates any obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide with respect to the Lender, within one business day after receipt, copies payment of any DIP Financing Proposal that the Company may receivetermination fee or provision of any right of first refusal.

Right of First Refusal. In The Company agrees that it shall not issue Equity Securities during the event thatRight of First Refusal Period unless it first offers (the “Offer”) to issue and sell such Equity Securities (“Offered Securities”) to the Purchaser in accordance with this Section 4, provided, however, that the Company shall have no obligation to make such offer: (a) if the Purchaser is in breach or default in any of its purchase obligations under this Agreement at the date the Company offers such Equity Securities to a third party; or (b) in connection with the issuance of Equity Securities in an Exempt Offering or an Excluded Offering. Each Offer shall: (a) be in writing; (b) shall remain open for 20 days from the date hereof to of transmittal; (c) shall state its exact termination date; (d) shall state the price and including the later of (i) July 31, 2014 or (ii) the end all of the Forbearance material terms and conditions of the proposed issuance and sale of the Offered Securities; and (e) shall make reference to this Section 4. The Purchaser may accept the Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of Offered Securities the Purchaser agrees to purchase. If there is more than one type of Offered Security in the Offer, the Purchaser must purchase all such types of Offered Securities (e.g., if the Offer is of units consisting of Common Stock and warrants, the Purchaser must agree to purchase units, not just Common Stock or warrants). If the Purchaser does not accept the Offer, the Company shall be free for a period of 90 days after the termination of the Offer Period to issue and sell the Offered Securities (or portion not purchased by the Purchaser) at the same or higher price and upon the other material terms and conditions specified in such Offer. If during the Right of First Refusal Period the Company proposes to issue Equity Securities for cash in a public offering registered with the SEC under the Securities Act or with the securities regulatory authority of another jurisdiction (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP FinancingSubject Public Offering”), the Company shall provide immediate notice to the Lender of such DIP Financing first offer (the “DIP Financing NoticePO Offer”) to issue and sell up to 50% of such Equity Securities (the Lender “PO Securities”) to the Purchaser. Each such PO Offer shall: (a) be in writing; (b) remain open for 20 days from the date of transmittal; (c) state its exact termination date; (d) state the anticipated price of the Equity Securities in the public offering; and (e) make reference to this Section 4.5. The Purchaser may accept the PO Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth the number of PO Securities the Purchaser agrees to purchase, which may not exceed 50% of the total number of PO Securities to be offered in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Companypublic offering. Notwithstanding the foregoing, the ROFR Company shall have no obligation to offer the PO Securities to the Purchaser if on the date the Company enters into a letter of intent with an underwriter relating to the public offering, or on the date the Board of Directors of the Company authorizes the officers of the Company to proceed with or prepare for a public offering, the Purchaser is in breach of any of its purchase obligations under this Agreement. If during the Right of First Refusal Period the Company subsequently issues and sells Equity Securities for cash the Subject Public Offering at a price per Equity Security lower than the price at which the Purchaser purchased such Equity Securities, the Company shall terminate issue to Purchaser a number of Equity Securities equal to: (i) the number of Equity Securities which the Company would have issued to the Purchaser in connection with such PO Offer the per-Equity Security price been the public offering price in the event that Subject Public Offering, less (Aii) the Forbearance number of Equity Securities actually issued to the Purchaser in connection with the PO Offer. If during the Right of First Refusal Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies issues Equity Securities for cash to a Person (the Lender “Strategic Investor”) who in connection with such issuance has entered or will enter into a joint venture, partnership, licensing, distribution or similar strategic agreement with the Company, the Company shall offer (the “SP Offer”) to issue and sell an equal amount of such Equity Securities (the “SP Securities”) to the Purchaser on the same terms and conditions as the Company issued and sold such Equity Securities to Strategic Investor (excluding the terms and conditions relating to the joint venture, partnership, licensing, distribution or similar strategic agreement). Each such SP Offer shall: (a) be in writing; (b) remain open for 20 days from the date of transmittal; (c) state its exact termination date; (d) state the price and all of the material terms and conditions of the proposed issuance and sale of the SP Securities; and (e) make reference to this Section 4.6. The Purchaser may accept the SP Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of PO Securities the Purchaser agrees to purchase. Notwithstanding the foregoing, the Company shall have no obligation to offer the SP Securities to the Purchaser if on the date the Company issues the Equity Securities to the Strategic Investor, the Purchaser is in breach of any of its material breach purchase obligations under this Agreement. In connection with any issuance of Equity Securities to Purchaser under this Section 4, Purchaser must be willing to make the representations and agreements under Section 3 of this Agreement and such breach is representations must be true and correct. The Company shall not cured. Upon written notice be obligated to register the Company from issuance and sale of any Equity Securities to Purchaser under this Section 4 under the Lender, the parties shall negotiate, execute and deliver Securities Act or a financing agreement incorporating the terms previously agreed to by the Company with similar of any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”)jurisdiction, the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement and the Company shall provide not be obligated to issue such Equity Securities if, despite the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring good faith efforts of the Company’s obligations , there is no exemption from such registration available for such issuance. The closing of the purchase and sale of the Offered Securities, PO Securities or SP Securities under Puerto Rico law) (each such proposal, this Section 4 shall take place at the principal offices of the Company on a “DIP Financing Proposal”)business day selected by the Company. FurtherAt the Closing, the Company Purchaser shall provide to pay for the LenderOffered Securities, within one business day after receipt, copies PO Securities or SP Securities by certified or cashier’s check or by wire transfer of any DIP Financing Proposal that the Company may receiveimmediately available funds.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees Prior to any financing arrangement wherein advances will be made under Disposition by the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”Investor pursuant to Section 5(b), the Company shall provide immediate have the right, exercisable in accordance with this Section 6, to purchase all, but not less than all, of the Convertible Preferred Securities or Conversion Shares intended to be subject to such Disposition by the Investor. (a) The Investor shall give notice (a "Transfer Notice") to the Lender Company of such DIP Financing intended Disposition, specifying the Convertible Preferred Securities or Conversion Shares, as the case may be (the “DIP Financing Notice”) "Offered Securities"), to be subject to a Disposition and the Lender intended method of Disposition. The Transfer Notice shall have specify the option cash price (the "First Offer Price") at or above which the Investor intends to effect such Disposition and, in its discretionthe case of a privately negotiated Disposition, to (x) become a lender under that financing arrangement on the terms of the bona fide third party offer (a "Third Party Offer") to purchase such Offered Securities theretofore received by the Investor and then remaining open (including the identity and address of the offeror and the price offered). (b) If the Company wishes to purchase the Offered Securities specified in the Transfer Notice, then within thirty days following receipt of the Transfer Notice, the Company shall deliver a written notice (an "Acceptance Notice") to the Investor indicating that the Company wishes to purchase such Offered Securities, a date for the closing of such purchase, which shall not be more than ten business days after delivery of such Acceptance Notice (subject to extension as provided in Section 6(f) hereof), and a place for the closing of such purchase. Upon delivery of an Acceptance Notice, a binding agreement shall be deemed to exist providing for the purchase by the Company of the Offered Securities to which such Acceptance Notice relates, upon the terms and subject to the conditions set forth in this Section 6 and the agreement describing said financing arrangement Company shall use its reasonable best efforts to secure all approvals required in connection therewith. (with the commitments under such financing arrangement c) The cash purchase price to be allocated pro rata among paid by the Lender and Company hereunder for any Offered Securities (the "Designated Price") shall be determined as set forth below. (i) With respect to any Offered Securities for which a First Offer Price or a Third Party Offer consisting solely of cash and/or readily marketable securities is disclosed in the lenders under applicable Transfer Notice, the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate Designated Price per share of such financing facility Offered Securities shall equal the per share price specified in such First Offer Price or Third Party Offer; provided, however, that, in the event the Market Price (as defined in Section 6(c)(iii)) per share on the last business day prior to the date the Acceptance Notice is delivered is more than 10% greater than or is less than 10% lower than the per share price specified by such First Offer Price or Third Party Offer, then the price per share shall equal the Market Price per share on the last business day prior to the date the Acceptance Notice is delivered. The value of any readily marketable securities identified in such Third Party Offer shall equal the average Market Price per share of such securities during the ten consecutive trading days immediately preceding the Company's receipt of the Transfer Notice. In the case of any securities not theretofore traded, such securities must be issued or proposed to be issued by an entity which has been subject to the reporting requirements of the Exchange Act for at least one year, and the value of such securities shall be determined by dividing two nationally recognized investment banking firms, one firm to be selected by each of the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement Investor and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Company, or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant such firms are unable to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement agree, by a third nationally recognized investment banking firm selected by such firms. The Investor and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide use their reasonable best efforts to cause any such determination of value to be made within five business days following the Company's receipt of the applicable Transfer Notice. In connection with any determination of value pursuant to this Section 6(c)(i), each party will bear the fees and expenses of the investment banking firm selected by it and the parties will bear equally the fees and expenses of any third investment banking firm. (ii) With respect to any Offered Securities for which a Third Party Offer consisting of other than solely cash and/or readily marketable securities is disclosed in the applicable Transfer Notice, the Designated Price per share of such Offered Securities (which shall refer, in the case of shares of Convertible Preferred Securities that are Offered Securities, to the Lender copies applicable number of any proposals, term sheets, or commitments that Conversion Shares issuable upon conversion of such Convertible Preferred Securities) shall equal the Company has received and is willing to accept for financing arrangement(s) with average Market Price per share during the Company wherein advances will be made under twenty consecutive trading days immediately preceding the provisions Company's receipt of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveTransfer Notice.

Right of First Refusal. In Investor shall have the right in the event that, from the date hereof Company establishes a Missouri City Team and proposes to and including offer to sell franchise or other similar rights to the later of Missouri City Team (the “MCT Rights”) to any person (other than pursuant to (i) July 31a merger, 2014 consolidation, acquisition, or similar business combination of the Company approved by the Company’s Board of Directors; and (ii) security or guarantees issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the Company’s Board of Directors) to purchase the MCT Rights. The Company shall provide the Investor with written notice of its desire to sell the MCT Rights, including a description of the MCT Rights, the proposed price and the financial terms on which they will be offered. The Investor shall have thirty (30) days after receipt of such notice to exercise its right of first refusal, by delivering to the Company a written notice thereof. If the Investor exercises its right of first refusal or option to purchase, it shall have an additional period of sixty (60) days after such exercise within which to make payment for, and take title to, the MCT Rights. If the Investor does not exercise its right of first refusal or option to purchase the MCT Rights within the time periods described herein, the Investor’s right of first refusal shall terminate so long as the Company, within a ninety (90) day period, commencing on (i) the first business day following the sixty day period described in the preceding sentence; or (ii) the end of the Forbearance Period (the “ROFR Period”), date the Company agrees receives written notice from the Investor of its intention not to any financing arrangement wherein advances will be made under exercise its option to purchase the provisions of MCT Rights, sells to a third party the Recovery Act permitting funding on MCT Rights at a priority or super-priority basis (or similar law providing for price and upon financial terms no less favorable to the restructuring of Company than those specified in the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender Investor. For purposes of such DIP Financing (clarity, the “DIP Financing Notice”) price and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the financial terms set forth described in the agreement describing said financing arrangement (with proceeding sentence paid by the commitments under such financing arrangement third party to purchase the MCT Rights do not have to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (identical or similar law providing for the restructuring of to be considered no less favorable. At the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furtherdiscretion and upon the Company’s written approval, the Company shall provide Investor may transfer its right of first refusal described in this paragraph 7.3 herein to any corporation or other entity which succeeds to all or substantially all of the LenderInvestor’s business and properties, within one business day after receiptor which wholly owns or is wholly-owned by, copies of any DIP Financing Proposal the Investor; provided, however, that the Company may receivetransferee shall have agreed to be bound jointly with the Investor by all of the terms and conditions of this Section 7 of this Agreement.

Right of First Refusal. In If Lessor shall have received a bona fide offer to purchase the event thatLeased Property, from and Lessor desires to sell the date hereof Leased Property pursuant to the terms of such offer, Lessor shall give Notice thereof to Lessee, stating the name and full identity of the prospective purchaser, including the later of (i) July 31, 2014 or (ii) the end names and addresses of the Forbearance Period (owners of the “ROFR Period”)capital stock, partnership interests or other proprietary interests of such prospective purchaser, if such information is reasonably available to Lessor, the Company agrees price, and all other terms and conditions of such proposed sale, together with all other information with respect thereto which is requested by Lessee and reasonably available to any financing arrangement wherein advances will be made under the provisions Lessor. Within thirty (30) days after receipt by Lessee of such Notice from Lessor, Lessee shall elect by written notice to Lessor one of the Recovery Act permitting funding on a priority following alternatives: (A) To purchase the Leased Property or super-priority basis (or similar law providing for to purchase the restructuring of stock at the Company’s obligations under Puerto Rico law) (a “DIP Financing”), same price and upon the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) same terms and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms conditions as those set forth in the Notice from Lessor to Lessee. In such event, Lessor and Lessee shall promptly enter into an agreement describing said financing arrangement (for sale at the price and on terms consistent with the commitments under such financing arrangement Notice from Lessor to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or Lessee. (B) To consent to such sale and to the Company notifies the Lender of its material breach assignment of this Agreement and Lease to such breach purchaser, if such sale is not cured. Upon written notice to the Company from the Lenderin fact consummated; provided, the parties shall negotiatehowever, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution consummation of such sale, the purchaser shall in writing under an assumption agreement in form and substance reasonably satisfactory to Lessee assume and agree to perform and comply in accordance with the terms of this Agreement the Company Lease. An executed copy of said assumption agreement shall provide be promptly delivered by Lessor to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing Lessee. Lessor shall give to accept for financing arrangement(sLessee not less than thirty (30) with the Company wherein advances will be made under the provisions days Notice of the Recovery Act permitting funding date on a priority or super-priority basis which such sale is to be consummated in order to give Lessee an opportunity to be present. (or similar law providing for C) To refuse consent to such offer to purchase; provided, however, such consent shall not be unreasonably withheld if such prospective purchaser is, in Lessee's judgment, financially capable and sufficiently reputable to enable such prospective purchaser to perform the restructuring terms and conditions of this Lease. If Lessee shall withhold its consent to any such purchase and Lessor shall nonetheless consummate such transaction, Lessee shall be entitled to immediately terminate the Company’s Lease and all obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company of Lessee shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveimmediately cease.

Right of First Refusal. If SFBC issues shares of its common stock in payment of the Earn-Out and SFBC has not completed an IPO, this section shall be applicable. For so long as Seller or Clinsite continues to hold any of the common stock of SFBC (or, if earlier, the date of any IPO), Seller and Clinsite shall not sell, assign, transfer, assign, pledge, hypothecate, mortgage, encumber, or otherwise dispose of all or any of its shares of SFBC common stock, except to a third party (the "Proposed Transferee") pursuant to a bona fide offer (the "Offer") to purchase any portion of the common stock (the "Offered Shares") after having granted SFBC a right of first refusal to purchase the Offered Shares pursuant to the terms of this Section 10.06. In the event thatof an Offer, Seller and Clinsite shall submit an offer to sell the Offered Shares to SFBC on terms and conditions, including price, that are no less favorable than those on which Seller or Clinsite propose to sell the Offered Shares to the Proposed Transferee. Seller or Clinsite shall deliver to SFBC a copy of the Offer, which shall disclose the identity of the Proposed Transferee, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. If Seller or Clinsite receives a written acceptance of the terms of the Offer as to all the Offered Shares from SFBC within 15 days of transmittal of the Offer, then the common stock shall be deemed to be the subject of a binding purchase and sale agreement as of the time of Seller's or Clinsite's receipt of the written acceptance, and the closing of such purchase and sale shall take place at the principal offices of SFBC within 10 days following the date hereof of delivery to and including the later of (i) July 31, 2014 Seller or (ii) the end Clinsite of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions acceptance. If SFBC does not purchase all of the Recovery Act permitting funding on a priority Offered Shares, then Seller or super-priority basis Clinsite may sell all (or similar law providing for the restructuring but not less than all) of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice Offered Shares to the Lender Proposed Transferee, within 30 days of such DIP Financing (the “DIP Financing Notice”) lapse or waiver of the rights to purchase the Offered Shares, for a price and upon other terms and conditions not materially more favorable to the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth Proposed Transferee than those specified in the agreement describing said financing arrangement (with Offer. If the commitments under Offered Shares are not sold to the Proposed Transferee within such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation30-day period, then such alternative allocation Offered Shares shall govern), or (y) propose equivalent or better terms of financing continue to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant be subject to this Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice 10.06 as to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveproposed transfer.

Right of First Refusal. In the event that, (a) For a period of two years from the date hereof Closing, if any Seller (an "ROFR Seller") proposes to and including the later sell, transfer or otherwise dispose of (i) July 31, 2014 or (ii) the end any of the Forbearance Period ----------- Additional Shares owned by him or her, the ROFR Seller shall give written notice ("ROFR Notice") to Purchaser at least two (2) trading days prior to the “proposed ----------- closing date of such sale or transfer. The ROFR Period”Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of Additional Shares to be sold or transferred by the ROFR Seller ("Offered Securities"), the Company agrees to any financing arrangement wherein advances will be made under the provisions nature of the Recovery Act permitting funding on a priority such sale or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)transfer, the Company consideration ------------------ to be paid and the name and address of each prospective purchaser or transferee (except the name and address shall provide immediate notice to not be required in the Lender case of a bona fide open market transactions). The giving of such DIP Financing notice shall grant to Purchaser the rights set forth in paragraph (the “DIP Financing Notice”b) and the Lender below. (b) The Purchaser shall have the option in its discretionright, exercisable no later than two (2) trading days after receipt of the ROFR Notice, to (x) become a lender under that financing arrangement purchase all of the Offered Securities of the ROFR Seller on the same terms and conditions as set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicableROFR Notice, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms delivery of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from ROFR Seller within the Lenderaforesaid two (2) trading day period (such purchase to be consummated on the second business day after delivery of such notice). (c) If Purchaser has not exercised its right to purchase all of the Offered Securities within the period specified in paragraph (b) above, the parties shall negotiateROFR Seller may, execute and deliver a financing agreement incorporating the terms previously agreed not later than ten (10) business days following delivery to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end Purchaser of the ROFR Period Notice, conclude a transfer of any or all of the Offered Securities on terms and conditions not less favorable to it from those described in the ROFR Notice. Any proposed transfer on terms and conditions less favorable to it from those described in the ROFR Notice, as well as any subsequent proposed transfer of any other Additional Shares by the ROFR Seller, shall again be subject to the purchase rights of Purchaser and shall require compliance by the ROFR Seller with the procedures described in this Section 4.3. ----------- (d) Purchaser's exercise or non-exercise of its right to purchase Offered Securities shall not adversely affect its rights under this Section 4.3 ----------- as to subsequent sales of Additional Shares. (e) Notwithstanding anything to the contrary contained in this Section ------- 4.3, Sellers collectively shall have the right to sell, without compliance with --- the right of first refusal restrictions otherwise contained in this Section 4.3, ----------- up to two thousand five hundred (2,500) Additional Shares (the “Notice Date”)"Deminimis Share --------------- Transaction") at any time during any month during the right of first refusal ----------- term to any bona fide third party buyer in an open market transaction. Upon consummation of such Deminimis Share Transaction, Seller shall provide Purchaser notice of such sale and the number of shares sold thereunder. (f) Notwithstanding anything to the contrary contained in this Section ------- 4.3, in any given month during the right of first refusal term, the Forbearance Period number of --- shares of Offered Securities for the ROFR Sellers collectively shall be automatically extended limited by 10 Business Day period starting from the Notice Dateninety-day volume restrictions provided in Rule 144 of the Securities Act, unless such volume limitation being divided by a factor of three (3); provided, -------- however, that if on any given day during the Lender has provided notice that it will not participate in right of first refusal term, the DIP Financing. Further------- aggregate trading volume of common stock, concurrently par value $.02 per share, of the Company exceeds twenty-five thousand (25,000) shares, Seller may sell up to ten percent (10%) of such trading volume for such day without compliance with the execution right of first refusal restrictions otherwise contained in this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”)Section 4.3. Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.-----------

Right of First Refusal. In the event thatthat during the Term, from the date hereof ART shall desire to and including the later sell or otherwise dispose (other than a pledge or a grant of a lien or security interest) of any Shares to a third Person other than an Affiliate of ART at below Fair Market Value (i) July 31"Prospective Sale"), 2014 or (ii) the end then ART shall, unless prohibited by Applicable Law, promptly give written notice of the Forbearance Period Prospective Sale ("Notice of Prospective Sale") to the “ROFR Period”Principals. The Notice of Prospective Sale shall set forth all material terms and conditions of the Prospective Sale (including, without limitation, the identity of the third Person, if any), the Company agrees and shall constitute an offer by ART to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice sell such Shares to the Lender of such DIP Financing (Principals upon the “DIP Financing Notice”) same terms and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms conditions set forth in the agreement describing said financing arrangement Notice of the Prospective Sale. Upon receipt of the Notice of Prospective Sale from ART and at any time within Thirty (with 30) days thereafter ("Election Period"), the commitments under Principals shall have the right to elect in writing (upon notice to ART) ("Election") to purchase such financing arrangement Shares upon the same terms and conditions contained in the Notice of Prospective Sale ("Right of First Refusal"), and if the Principals make an Election, the Principals shall have a period of Ninety (90) days after the Election to purchase such Shares from ART. The purchase and sale of such Shares shall be consummated by the Principals' payment to ART of the aggregate amount of the cash portion of the purchase price of such Shares (adjusted to account for any amounts ART is required to pay the Principals pursuant to Section 2.1) by wire transfer of immediately available funds to an account designated by ART and by delivery to ART to the non-cash portion of such purchase price, if any, free and clear of all liens and encumbrances of any kind, upon ART's delivery to the Principals of certificates representing the Shares to be allocated pro rata among purchased, duly endorsed in blank and in proper form for transfer to the Lender Principals, free and clear of any liens and encumbrances of any kind created by ART. In the lenders under event: (a) the Scotiabank Facility exercising their Principals decline to purchase such Shares by notice in writing to ART during the Election Period; (b) the Principals fail to notify ART within the Election Period of its election to purchase such Shares; or (c) the Principals give ART notice of its Election to purchase such Shares during the Election Period but the Principals and ART fail to consummate such purchase and sale as provided above; then, in any one of such events, ART shall have the right to participate in such financing arrangement consummate the Prospective Sale to a third Person (eachwhich, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that the identity of a third Person is set forth in the Notice of Prospective Sale, shall be to such third Person), upon the terms and conditions set forth in the Notice of Prospective Sale, but at a price per Share equal to or greater than the price per Share set forth in the Notice of Prospective Sale, but only if the Prospective Sale is consummated within a further One Hundred Eighty (A180) day period following the Forbearance Period terminates pursuant latest to Section 4(b)(viiioccur of the events referred to in clauses (a) hereof or through (Bc) the Company notifies the Lender of its material breach of this Agreement and above. If such breach Prospective Sale is not cured. Upon written notice to the Company from the Lenderconsummated within said further One Hundred Eighty (180) day period, the parties Right Of First Refusal set forth in this Section 2.4 shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financingagain apply. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.ARTICLE 3

Right of First Refusal. In If the event thatCompany should propose (the "Proposal") to issue Common Stock or securities convertible into Common Stock at a price less than the Current Market Price (as defined in Certificate of Designation), from or debt at less than par value or having an effective annual interest rate in excess of 9.9% (each a "Right of First Refusal Security" and collectively, the "Right of First Refusal Securities"), in each case on the date hereof to and including of issuance during the later of (i) July 31, 2014 or (ii) period ending two years after the end of the Forbearance Period Closing Date (the “ROFR "Right of First Refusal Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”"), the Company shall provide immediate notice be obligated to offer the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement Buyer on the terms set forth in the agreement describing said financing arrangement Proposal (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement "Offer") and the Scotiabank FacilityBuyer shall have the right, providedbut not the obligation, to accept such Offer on such terms. If during the Right of First Refusal Period, the Company provides written notice to the Buyer that if it proposes to issue any Right of First Refusal Securities on the Exercising Lenders agree on an alternative allocationterms set forth in the Proposal, then the Buyer shall have 10 business days to accept or reject such alternative allocation shall govern)offer in writing. If the Company fails to: (i) issue a Proposal during the Right of First Refusal Period, (ii) offer the Buyer the opportunity to complete the transaction as set forth in the Proposal, or (yiii) propose equivalent or better enter into an agreement with the Buyer, at such terms of financing after the Buyer has accepted the Offer, then the Company shall pay to the CompanyBuyer, as liquidated damages, an amount in total equal to 10% of the amount paid to the Company for the Right of First Refusal Securities. The foregoing right of first refusal is and shall be senior in right to any other right of first refusal issued by the Company to any other Person (as defined in the Certificate of Designation). Notwithstanding the foregoing, the ROFR Period Buyer shall terminate have no rights under this Section IV. G. in respect of Common Stock or any other securities of the event that Company issuable (Ai) upon the Forbearance Period terminates pursuant exercise or conversion of options, warrants or other rights to Section 4(b)(viii) purchase securities of the Company outstanding as of the date hereof or (Bii) to officers, directors or employees of the Company notifies the Lender or any of its material breach subsidiaries. Buyer hereby acknowledges that other holders of the Series E Preferred Stock may also have the right of first refusal set forth in this Agreement Section I.V., and such breach is not cured. Upon written notice Buyer hereby agrees that it shall only be entitled to accept an Offer with respect to its pro rata share of Right of First Refusal Securities (based on the number of Series E Preferred Shares held by Buyer relative to the Company from the Lender, the parties shall negotiate, execute number of Series E Preferred Shares held by all other holders of Series E Preferred Stock with such right of first refusal and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under accepting such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”Offer), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In The Company agrees that it shall provide the event that, Underwriters an irrevocable right of first refusal for one (1) year from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end consummation of the Forbearance Period Offering, to act as sole investment banker, sole book-runner, sole financial advisor, and/or sole placement agent, at the Underwriters’ sole discretion, for each and every transaction as set forth in Section A5 of that certain engagement letter between the Company and Representative dated as of September 7, 2023, as amended (the “ROFR PeriodEngagement Letter”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP FinancingTransaction”), including future public and private equity and/or debt offerings, including all equity linked financings, mergers, business combinations, recapitalizations or sale of some or all of the Company shall provide immediate notice to equity or assets of the Lender of such DIP Financing Company, whether in conjunction with another advisor, or broker-dealer, or on the Company’s own volition, (the collectively, “DIP Financing NoticeFuture Services”) and the Lender ). The Underwriters shall have the option in its discretion, sole right to (x) become a lender under that financing arrangement on determine whether or not any other financial advisor or broker dealer shall have the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in any such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement Transaction and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better economic terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and any such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”)participation. Further, the Company shall provide immediately notify the Underwriter sof a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the LenderUnderwriters within three (3) business days of receipt of such inquiry. If the Underwriters or one of their affiliates decide(s) to accept engagement in such Transaction, within one business day after receipt, copies the Underwriters will be compensated consistent with Section A of the Engagement Letter for any DIP Financing Proposal that Transaction during the Future Services period. The Underwriters shall be entitled to compensation under Section A of the Engagement Letter in the event the Company conducts a Transaction and does not provide notice to the Underwriters of such Transaction pursuant to the Engagement Letter. The Right of First Refusal granted hereunder may receivebe terminated by the Company for “Cause,” which shall mean a material breach by the Underwriters of the Engagement Letter, in which such material breach is not cured. The services provided by the Underwriters pursuant to the Engagement Letter are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party thereto (including, without limitation, securityholders, employees or creditors of the Company) as against the Underwriters or their directors, officers, agents and employees.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and 5.12.1 Before any of the lenders under Purchaser Shares may be sold or transferred by Seller, Seller shall first give written notice thereof to Purchaser stating the Scotiabank Facility exercising their right proposed transferee, the number of Purchaser Shares proposed to participate be transferred, the purchase price, if any (if such shares are to be sold in the open market, the purchase price shall be deemed to be the closing sale price of such Purchaser Shares on the date immediately preceding the date of Purchaser's notice), and the terms of the proposed transaction. The Purchaser shall thereupon have the option, but not the obligation, to acquire any or all of the Purchaser Shares proposed to be transferred for the purchase price stated in such financing arrangement notice. Within two (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share 2) business days after the giving of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, notice by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoingSeller, the ROFR Period Purchaser shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon give written notice to the Company from Seller stating whether or not it elects to exercise the Lenderoption to purchase, the parties shall negotiatenumber of Purchaser Shares, execute if any, it elects to purchase and deliver a financing agreement incorporating date and time (the terms previously agreed to "Closing Date") for consummation of the purchase not more than ten (10) business days after Purchaser gives its notice. Failure by the Company Purchaser to give such notice within the two business day time period referred to above shall be deemed an election by the Purchaser not to exercise its option to purchase with any other lender(s) under respect to the Purchaser Shares described in the Seller's notice. 5.12.2 If the Purchaser elects not to exercise its option to purchase the Purchaser Shares within the two business day time period referred to above, or if Purchaser elects to purchase the Purchaser Shares but such DIP Financing; sale is not consummated by the Closing Date described in Purchaser's notice, then the Seller may sell such Purchaser Shares on the same terms and conditions as set forth in Seller's original notice (except that if such notice provided that such agreement is entered into within 10 Business Days of receipt by shares were to be sold in the Lender open market, Seller shall not be bound to the purchase price set forth in Seller's original notice, as long as such shares are sold in the open market), at any time after the expiration of the DIP Financing Notice; provided further that two business day time period referred to above (in the event that case of a non-exercise by Purchaser) or after the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end passing of the ROFR Period Closing Date described in Purchaser's notice (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with case where Purchaser has notified Seller of its intention to purchase the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and Shares but such sale is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”not consummated by said Closing Date). FurtherIf such shares are not sold by Seller within sixty (60) days, the Company then they shall provide become subject again to the Lender, within one business day after receipt, copies Purchaser's right of any DIP Financing Proposal that the Company may receivefirst refusal as set forth in Section 5.12.1 above.

Right of First Refusal. In the event thatAfter June 1, from the date hereof to and including the later of (i) July 312002, 2014 HDT may sell for cash all or (ii) the end any portion of the Forbearance Period USPI-B Stock or USPE Shares (if the “ROFR Period”)USPI B-Stock has been converted into USPE Shares) that it then holds pursuant to a bona fide offer from an unrelated third party, subject to HDT's compliance with the Company agrees following provisions (provided that this SECTION 4.2 shall not apply to any financing arrangement wherein advances will be made under conversion of such USPI-B Stock in accordance with the provisions of the Recovery Act permitting funding on Certificate or buy backs in accordance with ARTICLE V); (a) HDT shall promptly deliver a priority notice of intention to sell (the "Sale Notice") to USPI setting forth in reasonable detail the USPI-B Stock or super-priority basis USPE Shares to be sold (or similar law providing for the restructuring "Subject Securities"), attaching a photocopy of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)bona fide offer extended by the potential purchaser, which must be binding, and indicating the price and the remaining conditions of the offer, the Company shall provide immediate notice name of the potential purchaser, as well as its ultimate controlling shareholder (to the Lender HDT's knowledge). (b) Upon receipt of such DIP Financing (the “DIP Financing Sale Notice”) and the Lender , USPI shall have the first right and option in its discretion, to (x) become a lender under that financing arrangement elect to purchase at the price and on the terms stated in the Sale Notice, all or part of the Subject Securities. In the event USPI shall elect to purchase all or part of the Subject Securities, USPI shall so notify HDT in writing (the "Election Notice") within 30 days after receipt by USPI of the Sale Notice (the "Option Period"). (c) Upon receipt of the Election Notice, HDT shall sell to USPI the Subject Securities subject to such Election Notice at a price and on the terms stated in the Sale Notice. The closing of such sale shall take place at the offices of USPI no later than 30 days following the expiration of the Option Period (or upon the expiration of such longer period required by law), or at such other place or earlier date as may be mutually agreed by USPI and HDT. At such closing, HDT shall deliver a certificate or certificates for the Subject Securities to be sold, accompanied by stock powers duly authorized in blank, against receipt of the purchase price therefor by wire transfer of immediately available funds. (d) Any Subject Securities not sold pursuant to the provisions of this SECTION 4.2 may be sold to the person identified in the related Sale Notice for a period of 90 days following the expiration of the Option Period upon the terms and conditions set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding Sale Notice. Any Subject Securities not sold to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree person on an alternative allocation, then such alternative allocation terms during such 90-day period shall govern), or (y) propose equivalent or better terms of financing again be subject to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate restrictions contained in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSECTION 4.2.

Right of First Refusal. In 23.1 If, at any time during the event thatLease Term, or any extension thereof, Landlord shall receive a bona fide written offer (the "Offer") from any third party to purchase the date hereof Premises or any part thereof, Landlord shall give notice to Tenant of its intent to enter into a purchase and including the later of sale agreement with such third party (i) July 31, 2014 or (ii) the end which notice shall include a copy of the Forbearance Period (the “ROFR Period”Offer), and Tenant shall have a right of first refusal ("First Refusal Right"). 23.2 Tenant may, within sixty (60) days after the Company agrees to any financing arrangement wherein advances will be made under the provisions receipt of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Offer, the Company shall provide immediate give notice to Landlord agreeing to purchase the Lender of such DIP Financing (Premises or part thereof subject to the “DIP Financing Notice”) and the Lender shall have the option Offer in its discretion, to (x) become a lender under that financing arrangement on accordance with the terms set forth in the agreement describing said financing arrangement (Offer. If Tenant shall give such notice, then Landlord and Tenant shall close the sale and purchase contemplated by the Offer in accordance with the commitments terms specified in the Offer. 23.3 Should Tenant fail to give notice under Paragraph 23.2 above within the time provided, then Landlord shall be free to sell the Premises or part thereof subject to the Offer to such financing arrangement to be allocated pro rata among third party in accordance with the Lender and any terms of the lenders under Offer; provided, however, if the Scotiabank Facility exercising their Landlord shall propose to sell the Premises or part thereof subject to the Offer on terms more favorable to such third party than disclosed to Tenant in the Offer, then Landlord shall give an additional notice to Tenant of the revised terms and Tenant shall have the right to participate purchase the Premises or part thereof in question in accordance with the terms of the revised notice if Tenant shall give notice exercising such financing arrangement right with thirty (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share 30) days after receipt of such financing facility second notice. If Tenant shall give such notice, then Landlord and Tenant shall close the sale and purchase in accordance with the terms specified in the revised notice and otherwise consistent with the terms hereof. Any sale to any such third party shall be determined by dividing the principal amount outstanding subject to such Exercising Lender under the Credit Agreement or the Scotiabank Facilitythis Lease, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under including without limitation the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveArticles 22 and 23 hereof.

Right of First Refusal. In (a) Prior to any intended sale or other transfer of any Covered Security, Restricted Shareholder shall first give written notice (“Offer Notice”) to the event that, from the date hereof to and including the later of Company specifying (i) July 31Restricted Shareholder’s bona fide intention to sell or otherwise transfer such Covered Securities, 2014 or (ii) the end name and address of the Forbearance Period proposed purchaser(s) or transferee(s), (iii) the number of Covered Securities the Restricted Shareholder proposes to sell (“ROFR PeriodOffered Securities”), (iv) the Company agrees price for which Restricted Shareholder proposes to any financing arrangement wherein advances will be made under sell the provisions Offered Securities, and (v) all other material terms and conditions of the Recovery Act permitting funding on a priority proposed sale or super-priority basis other transfer. (or similar law providing for the restructuring b) Within thirty (30) days after receipt of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Offer Notice, the Company shall provide immediate notice or its nominee(s) may elect to purchase all or any portion of the Lender of such DIP Financing (Offered Securities at the “DIP Financing Notice”) price and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms and conditions set forth in the agreement describing said financing arrangement Offer Notice by delivery of written notice (with “Acceptance Notice”) to Restricted Shareholder specifying the commitments under number of Offered Securities that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to Restricted Shareholder, the Company and/or its nominee(s) shall deliver a check or wire transfer (or, at the discretion of the Company, such financing arrangement other form of consideration set forth in the Offer Notice) in the amount of the purchase price of the Offered Securities to be allocated pro rata among purchased pursuant to this Section 3.3, against delivery by Restricted Shareholder of a certificate or certificates representing the Lender and any Offered Securities (or account transfer instructions) to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. If the Company and/or its nominee(s) do not elect to purchase all of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (eachOffered Securities, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility Restricted Shareholder shall be determined by dividing entitled to sell the principal amount outstanding balance of the Offered Securities to such Exercising Lender under the Credit Agreement purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the Scotiabank Facility, as applicable, by terms and conditions set forth in the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank FacilityOffer Notice, provided, however, that if such sale or other transfer must be consummated within sixty (60) days from the Exercising Lenders agree on an alternative allocationdate of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 3.3. (c) Restricted Shareholder may transfer all or any portion of the Covered Securities to Owners, then a trust established for Restricted Shareholder’s or Owner’s sole benefit and/or Restricted Shareholder’s or Owner’s Immediate Family Members without such alternative allocation shall govern), or (y) propose equivalent or better terms of financing transfer being subject to the Company. Notwithstanding right of first refusal set forth in this Section 3.3, provided that the foregoing, Covered Securities so transferred shall remain subject to the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach terms and conditions of this Agreement and no further transfer of such breach is not cured. Upon written notice Covered Securities may be made without complying with the provisions of this Section 3.3. (d) Any successor of Restricted Shareholder, and any transferee of Covered Securities pursuant to this Section 3.3, shall hold the Covered Securities subject to the Company from the Lender, the parties shall negotiate, execute terms and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution conditions of this Agreement and no further transfer of the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will Covered Securities may be made under without complying with the provisions of this Section 3.3. (e) The right of first refusal set forth in this Section 3.3 shall terminate (i) as to all Covered Securities upon the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring expiration of the Company’s obligations Restrictions Period; and (ii) as to Offered Securities, on the date such Offered Securities are sold pursuant to an effective registration statement under Puerto Rico law) the Securities Act (each with the parties acknowledging that any request for registration under the Securities Act pursuant to this Agreement shall give rise to the right of first refusal set forth in this Section 3.3), to the extent that such proposal, a “DIP Financing Proposal”)right has not previously terminated. FurtherIn addition, the Company right of first refusal set forth in this Section 3.3 shall provide terminate as to 50% (100% if both Owners are the Lender, within one business day after receipt, copies subject of any DIP Financing Proposal that an Acceleration Event) of the Company may receiveCovered Securities upon the occurrence of an Acceleration Event.

Right of First Refusal. In If the event that, from the date hereof holder of any Shares is permitted to and including the later of (i) July 31desires to sell, 2014 transfer or (ii) the end otherwise dispose of the Forbearance Period Shares or any interest therein (the “ROFR Period”a "DISPOSITION"), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on holder shall first send a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender Company which shall include the consideration and manner of such DIP Financing payment thereof of the proposed Disposition and identify the potential transferees (the “DIP Financing Notice”"DISPOSITION NOTICE"). Such Disposition Notice shall constitute an offer by the holder to sell the Shares or any interest therein as set forth in the Disposition Notice to the Company ( or its assignee) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on upon the terms set forth in the agreement describing said financing arrangement Disposition Notice (with the commitments under such financing arrangement "HOLDER OFFER"). The Company (or its assignee) shall have a period of 15 days in which to be allocated pro rata among accept the Lender and any Holder Offer by delivery of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written a notice to the Holder (the "COMPANY ACCEPTANCE"). In the event the Company from (or its assignee) accepts the LenderHolder Offer, it shall be obligated to buy, and the holder shall be obligated to sell, on the terms and conditions of the Holder Offer, the parties Shares, or any interest therein to which the offer relates, except that (i) the closing of such purchase and sale shall negotiate, execute and deliver take place at the principal offices of the Company on a financing agreement incorporating the terms previously agreed date to be selected by the Company with any other lender(s(or its assignee) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by which shall be no later than 20 days after the Lender date of the DIP Financing Notice; provided further that Company Acceptance and (ii) in the event that the Lender receives Holder Offer included as all or part of the DIP Financing purchase consideration any consideration other than cash, the Company (or its assignee) shall pay, in lieu of such non-cash consideration, an amount in cash equal to the fair market value of such non-cash consideration as determined in good faith by the Company's Board of Directors. In the event that the Company (or its assignee) does not accept the Holder Offer within the 15-day period specified above, the holder may make the Holder Offer to any or all of the parties identified in the Disposition Notice on a date which is and sell the Shares or the interest therein for the consideration and manner of payment no less favorable than 10 Business Days prior to as set forth in the Holder Notice, within 60 days after the end of the ROFR Period (first 15-day period specified above; provided, however, that if the “Notice Date”)sale of the Shares or interest therein to such third party has not been consummated by the date 60 days after the expiration of the first 15-day period specified above, the Forbearance Period Shares and any interest therein shall be automatically extended again become subject to the first refusal right of the Company set forth above and the holder may not sell, transfer or otherwise dispose of the Shares or any interest therein except in accordance with the foregoing. Any election by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will Company not participate to accept any Holder Offer in any instance shall not constitute a waiver of its right to receive a Holder Offer in each case in the DIP Financing. Furtherfuture in which the holder desires to sell, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, transfer or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions otherwise dispose of the Recovery Act permitting funding on a priority Shares or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveinterest therein.

Right of First Refusal. In Upon receipt of a Transfer Notice, Company shall have the event that, from the date hereof option to and including the later of (i) July 31, 2014 or (ii) the end purchase all but not less than all of the Forbearance Period Transfer Securities at the Offered Price; provided, however, that if shares of the Common Stock are then listed and trading on the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market, Company shall have the option to purchase all or any part of the Transfer Securities (provided, however, that Company may purchase no less than 50% of the Transfer Securities if all Transfer Securities are not purchased) at the Offered Price. Within 10 days of the receipt of the Transfer Notice (the “ROFR Company Option Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate give written notice to the Lender of such DIP Financing (the “DIP Financing Company Notice”) and the Lender shall have the option in to Investor of its discretion, election to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under purchase such financing arrangement to be allocated pro rata among the Lender and any Transfer Securities. The delivery of the lenders Company Notice under the Scotiabank Facility exercising their right this Section shall constitute an irrevocable commitment by Company to participate in purchase such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share Transfer Securities. The failure of such financing facility shall be determined by dividing the principal amount outstanding Company to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) respond within the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Option Period shall be automatically extended deemed a waiver of Company’s rights under this Section 5.7. The closing for any purchase of Transfer Securities by Company hereunder shall take place on the date (not later than 10 Business Day period starting from days after the Notice Date, unless expiration of the Lender has provided notice that it will not participate Company Option Period) specified by Company in the DIP FinancingCompany Notice. Further, concurrently with Payment of the execution of this Agreement the Company Offered Price shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions by Company to Investor by wire transfer of immediately available funds. Upon delivery of such purchase price, Investor shall have no further rights as a holder of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing Transfer Securities purchase by Company, and Investor shall promptly cause all certificate(s) evidencing such Transfer Securities to be surrendered for the restructuring of the transfer to Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. The Company hereby grants to the Subscriber the right of first refusal to purchase all (or any part) of New Securities (as defined in this Section) that the Company may, from time to time, propose to sell and issue prior to June 30, 1999. "New Securities" shall mean any capital stock of the Company, whether now authorized or not, and rights, options or warrants to purchase said capital stock, and debt or equity securities of any type whatsoever that are, or may become, convertible into said capital stock; provided, however, that the term "New Securities" does not include Permitted Issuances or stock options granted to full-time employees or directors of the Company. In the event thatthat the Company proposes to undertake an issuance of New Securities, it shall give the Subscriber written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. The Subscriber shall have fifteen (15) days from the date hereof of receipt of any such notice to agree to purchase all or less than all of the New Securities for the price and including upon the later general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If the Subscriber fails to exercise in full the right of first refusal within such fifteen (15) day period, the Company shall have sixty (60) days thereafter to sell the New Securities respecting which the Subscriber's rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event that the Company has not sold the New Securities within such sixty (60) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Subscriber in the manner provided above. The right of first refusal granted under this Section shall terminate upon the earlier of: (i) July 31June 30, 2014 1999; or (ii) the end date upon which the Subscriber ceases to own any securities: (a) purchased in the Offering; (b) issued with respect to or upon conversion of securities purchased in the Forbearance Period Offering; or (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico lawc) (a “DIP Financing”), the Company shall provide immediate notice purchased pursuant to the Lender right of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender first refusal granted under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection.

Right of First Refusal. In The Company hereby covenants as follows: (a) The Company shall not issue any debt or equity securities for cash in private capital raising transactions (a "Future Offering") within the event that, from three-year period after the date hereof of the Closing ("Closing Date") without delivering to the Investors prior written notice of its intent to conduct a Future Offering (a "Future Offering Notice") setting forth the material terms of the proposed Future Offering, including copies of all relevant documents and including agreements. For a period of twenty days, commencing on the later date of receipt of such Future Offering Notice (the "Offer Period"), each Investor shall have the right irrevocably to commit, by written notice to the Company, to purchase the Investor's Portion (as that term is defined below) of the securities being offered in the Future Offering on the terms contained in the Future Offering Notice. If, during the Offer Period, the Investor fails irrevocably to commit to purchase the Investor's Portion of the securities that are the subject of the Future Offering Notice, the Company shall be permitted to offer and sell any such securities, on terms generally no less favorable to the Company than are set forth in the Future Offering Notice, to any third party during a period of 90 days following the termination of the Offer Period, after which 90-day period the terms of this Section 6 shall again apply. (b) The provision of paragraph (a) shall not apply to (i) July 31any transaction involving the Company's commercial banking arrangements, 2014 or (ii) the end issuance of securities in connection with a merger, consolidation or sale of assets, or in connection with a joint venture or an acquisition or disposition of a business, a product or a license by the Forbearance Period Company, or (iii) to the issuance of securities to any employee, officer, director or consultant. (c) The amount of securities that an Investor is entitled to purchase in a Future Offering (the “ROFR Period”)"Investor's Portion") shall be the number obtained by multiplying the aggregate amount of securities being offered in the Future Offering by a fraction, the Company agrees numerator of which is the number of Units purchased by the Investor pursuant to any financing arrangement wherein advances will this Agreement (whether or not the Investor continues to own the Unit Shares or the Warrants) and the denominator of which is the number of Units purchased by all Investors pursuant to this Agreement. (d) The rights of each Investor under this Section 6 shall not be made under transferable or assignable by the provisions of Investor without the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring prior written consent of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. (a) So long as no Event of Default then exists, and subject to the provisions of paragraph 30(g) below, Tenant shall have a right of first refusal to purchase the Premises or any Site (as applicable) upon the terms and conditions set forth in this paragraph 30 and Landlord shall not sell the Premises or any Site (as applicable) without first complying with either this paragraph 30 or paragraph 32. (b) During the Term, if Landlord receives a bona fide offer from a third party not an Affiliate of Landlord to sell the Premises or any Site (as applicable) which Landlord desires to accept, Landlord shall notify (“ROFR Notice”) Tenant in writing of such event. The date such notice is given is herein called the “ROFR Notice Date”. The ROFR Notice shall identify the name of such Person or group of Persons to which Landlord desires to sell, shall state that Landlord intends to sell the Premises or any Site (as applicable) to such Person or group of Persons and that they are not a Landlord Affiliate, for a specified price (“ROFR Notice Price”) and shall also state whether (and in what amount) any purchase money financing shall constitute a portion of the ROFR Notice Price. Tenant shall have the right, at its option, to make an offer (“Tenant’s ROFR Offer”) to purchase the Premises or any Site (as applicable) in accordance with paragraph 29 for the ROFR Notice Price, which offer shall be either (1) an all cash offer (“Cash Offer”), if the ROFR Notice Price does not include purchase money financing or (2) an offer of cash plus purchase money financing in the amount specified in the ROFR Notice (“Cash Plus Offer”) if the ROFR Notice Price is comprised of cash and purchase money financing. (c) Tenant shall exercise its right of first refusal to purchase the Premises or any Site (as applicable), if at all, by delivering in writing Tenant’s ROFR Offer to Landlord on or before the date which is 30 calendar days following the ROFR Notice Date. If Tenant makes such Tenant’s ROFR Offer within such 30 day period, Landlord shall then accept Tenant’s ROFR Offer within 10 Business Days, and Tenant shall close a purchase of the Premises or any Site (as applicable) on an all-cash basis at the ROFR Notice Price sixty (60) calendar days after the date on which Landlord accepts Tenant’s ROFR Offer, in accordance with paragraph 29 above. (d) If Tenant does not timely exercise its right of first refusal with respect to any ROFR Notice, Landlord shall have one (1) year to sell the Premises or any Site (as applicable) to the Person or group of Persons identified in the ROFR Notice for a price which cannot be less than 95% of the ROFR Notice Price but which shall be consistent with the structure described in the ROFR Notice (for example, if a Cash Offer is described in the ROFR Notice, Landlord may not sell the Premises or any Site (as applicable) to such Person or group of Persons pursuant to this subparagraph if the price therefor would have constituted a Cash Plus Offer). In the event thatof a sale to such Person or group of Persons in accordance with the requirements of this paragraph 30, from upon the date hereof closing of such purchase, Tenant’s right of first refusal pursuant to this paragraph 30 shall become null and including void and Tenant, at Landlord’s request, shall promptly execute and deliver to Landlord an instrument releasing and quitclaiming any and all interest Tenant would otherwise have under this paragraph 30 to the later of (i) July 31, 2014 or (ii) the end purchaser of the Forbearance Period Premises or any Site (as applicable). If no closing of such purchase occurs within such one (1) year, Tenant’s right of first refusal set forth in this paragraph 30 shall be reinstated. Should Landlord desire to enter into a purchase agreement having an all-cash purchase price for the Premises or any Site (as applicable) that is less than 95% of the ROFR Notice Price with the Person or group of Persons identified in the ROFR Notice, then prior to entering into such agreement (or such agreement may be entered into so long as it remains subject to Tenant’s rights hereunder) Landlord shall first permit Tenant to match on an all cash basis the third party offer by submitting such price to Tenant in writing (“ROFR PeriodLandlord’s Reoffer Notice”). Within 10 calendar days of receipt of Landlord’s Reoffer Notice, Tenant shall affirmatively accept or reject the Company agrees right to match such offer. If Tenant exercises its right to accept the terms of such Landlord’s Reoffer Notice, such purchase shall proceed in the manner provided in paragraph 29. If Tenant rejects the terms of such Landlord’s Reoffer Notice, Landlord shall be free to proceed with selling the Premises or any financing arrangement wherein advances will Site (as applicable) to such Person pursuant to the terms and conditions of its offer. (e) If an Event of Default under this Lease has occurred or is continuing at the time of the closing date for the sale to Tenant under this paragraph 30, Landlord may, at Landlord’s option, terminate Tenant’s right and obligation to purchase the Premises or any Site (as applicable) pursuant to this paragraph 30; provided, however, that Tenant may remedy such Event of Default as follows: (1) with respect to a monetary Event of Default, Tenant pays all sums then due and payable to cure said Event of Default and (2) with respect to a non-monetary Event of Default, Tenant indemnifies Landlord against any and all losses or claims arising as a result of such non-monetary Event of Default. Tenant’s failure to close the purchase of the Premises or any Site (as applicable) on the closing date shall be made an immediate Event of Default under this Lease. (f) Landlord shall not accept any unsolicited offers to sell the Premises or any Site (as applicable) without first complying with the provisions of the Recovery Act permitting funding on a priority or super-priority basis this paragraph 30, if still applicable. (or similar law providing for the restructuring g) Tenant’s right of first refusal pursuant to this paragraph 30 shall not apply to: (1) acquisition of the Company’s obligations under Puerto Rico law) Premises or any Site (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent any portion thereof, by a third party in a condemnation proceeding or better terms a conveyance in lieu of financing to the Company. Notwithstanding the foregoingcondemnation, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B2) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company any conveyance resulting from the Lender, foreclosure of a Mortgage or other instrument encumbering the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with Premises or any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period Site (the “Notice Date”as applicable), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of or any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis deed (or similar law providing for the restructuring transfer or other form of the Company’s obligations under Puerto Rico lawconveyance or assignment) (each given or made in lieu of such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveforeclosure.

Right of First Refusal. In the event thatthat Landlord at any time during the Lease Term should receive and determine to accept a bona fide offer from a party to purchase Landlord's interest in the Leased Premises or any portion thereof, from Landlord shall deliver a written notice to Tenant (each, a "NOTICE OF SALE") of such offering together with a true copy of the date hereof contract of sale (the "CONTRACT") executed by such party submitting the offer and true copies of any other documents related thereto. Tenant shall have twenty (20) days following its receipt of the Notice of Sale in which to and including the later of (i) July 31elect to exercise its right to purchase such portion of the Leased Premises on the same terms, 2014 or conditions and provisions set forth in the Contract (the "RIGHT OF FIRST REFUSAL") and (ii) deliver to Landlord the end of the Forbearance Period (the “ROFR Period”)down payment or deposit, the Company agrees if any, required pursuant to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority Contract which down payment or super-priority basis (or similar law providing for deposit shall be held in accordance with the restructuring terms of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Contract. Notwithstanding anything else in this Paragraph 34, Tenant shall forfeit its Right of First Refusal during the Company shall provide immediate notice existence of an uncured Event of Default. Notwithstanding anything to the Lender contrary contained in this Paragraph 34, Tenant's Right of such DIP Financing (the “DIP Financing Notice”) and the Lender First Refusal shall have the option in its discretion, not apply to (xa) become any sale of all or any portion of the Leased Premises made subsequent to the first sale of all or any portion of the Leased Premises to a lender under that financing arrangement on third party in accordance with the terms and provisions of this Paragraph 34 or (b) any transfer of the Leased Premises pursuant to the foreclosure of a Mortgage or a deed in lieu of foreclosure of a Mortgage or any sale of all or any portion of the Leased Premises made subsequent to such foreclosure or deed in lieu of foreclosure. (a) If the Tenant shall so elect to exercise its Right of First Refusal under subparagraph (b) of this Paragraph 34, Landlord and Tenant shall promptly thereafter enter into a contract of sale upon the same terms and conditions as set forth in the agreement describing said financing arrangement Contract. (b) Failure by Tenant to exercise the Right of First Refusal shall constitute a waiver of such Right of First Refusal as to that offer only, and Landlord shall have the right to consummate the transaction set forth in the Contract at a purchase price equal to or greater than the purchase price therein set forth, and, upon closing of such transaction, Tenant's Right of First Refusal shall terminate. Landlord shall again comply with the commitments under such financing arrangement to be allocated pro rata among the Lender and any provisions of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (ythis Paragraph 34(b) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates closing under the Contract shall not occur within one hundred eighty (180) days of the earlier of (x) the expiration of the 20-day period specified in this Paragraph 34(b) and (y) the date upon which Tenant shall notify Landlord in writing that Tenant does not elect to purchase Landlord's interest in the Leased Premises pursuant to Section 4(b)(viii) hereof the terms set forth in the Contract or (B) the Company notifies the Lender Landlord intends to enter into a sale of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that Landlord's interest in the event that Leased Premises with another party unaffiliated with the Lender receives offeror under the DIP Financing Notice on Contract or into a date which is sale with a purchase price less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate purchase price set forth in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveContract.

Right of First Refusal. Purchaser hereby grants to Seller an Irrevocable Right of First Refusal to repurchase the Property upon the following terms and conditions: 39.1 If Purchaser receives any offer to purchase or tenders any offer of sale the Property which Purchaser desires to accept, other than by inheritance or conveyance to her heirs and descendants or by conveyance to a corporation, limited liability company, trust or other entity of which Purchaser is an owner, trustee or beneficiary, Seller shall have the absolute Right of First Refusal to purchase such Property. 39.2 Purchaser shall immediately notify Seller in writing of such offer and attach a copy of such offer to purchase or contract of purchase or document setting forth such offer. 39.3 Such right shall be exercised within seven (7) days after Seller receives notice from Purchaser, by Seller notifying Purchaser that it will purchase or otherwise acquire the Property on such terms and conditions. 39.4 In the event thatSeller shall not so notify Purchaser within said period, Purchaser may, within one hundred twenty (120) days after said seven (7) day period, sell or otherwise transfer the Property to the party making said offer on the same terms and conditions contained in the notice to Seller. 39.5 If Purchaser does not so sell or otherwise transfer the Property, the terms and conditions of this right of first refusal shall again apply to any subsequent sale or other transfer. 39.6 This Right of First Refusal shall be in full force and effect from the date hereof to and including of Closing until 20 years from the later date of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the CompanyClosing. Notwithstanding the foregoingabove, it is expressly understood and agreed that the ROFR Period term and length of time for which the Right of First Refusal shall terminate exist and may be exercised by Purchaser shall not exceed in any event the period of time as provided by the rule against perpetuities or the power of alienation in effect in the event that (A) Sate of Colorado. Any sale or attempted sale effected without first giving the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) Seller the Company notifies the Lender right of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period first refusal described above shall be automatically extended by 10 Business Day period starting from the void and of no force and effect. At Closing, Seller will record a Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of Right of First Refusal referencing Sellers rights under this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveparagraph 39.

Right of First Refusal. In If at any time a Management Member receives a bona fide offer from any person (an "Offering Party") to purchase Interests held by such Management Member (a "Purchase Offer") that such Management Member wishes to accept, the event that, Management Member shall cause such Purchase Offer to be reduced to writing and a true copy shall be attached to a written notice from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice Management Member to the Company from and First Reserve given at least thirty (30) days prior to the Lenderproposed Transfer and describing in reasonable detail the proposed Transfer, including, but not limited to, the parties number of Interests to be Transferred, the nature of the Transfer, the consideration to be paid, the proposed closing date, and, if known, the name and address of each prospective purchaser or transferee (such notice, the "Sale Notice"). The Sale Notice shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed contain an irrevocable offer to by sell such Interests to the Company with and First Reserve or any other lender(s) under such DIP FinancingManaging Member at a purchase price equal to the price contained in, and on the same terms and conditions of, the Purchase Offer; provided that the Company, First Reserve or any Managing Member may pay cash to the Management Member in an amount equal to the then-current fair market value of any portion of such agreement is entered into offer constituting non-cash consideration offered by the Offering Party in the Purchase Offer. At any time within 10 Business Days ten (10) days after the date of receipt by the Lender Company of the DIP Financing Sale Notice; provided further that in , the event that Company may elect to purchase all or any portion of the Lender receives Interests covered by the DIP Financing Notice Purchase Offer at the same price and on a date which is less than 10 Business Days the same terms and conditions as the Purchase Offer, and at any time prior to the latest date specified for closing in the Purchase Offer. If at the end of the ROFR Period such ten (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day 10) day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing not elected to accept for financing arrangement(s) purchase all Interests covered by such Purchase Offer, the Management Member shall redeliver the Sale Notice to First Reserve along with a statement as to the number of Interests to be purchased by the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”if any). FurtherWithin ten (10) days after receipt by First Reserve of such redistributed Sale Notice, the Company shall provide First Reserve or any Managing Member, by providing notice to the LenderManagement Member, within one business day after receipt, copies may elect to purchase all or part of any DIP Financing Proposal that remaining Interests covered by the Company may receivePurchase Offer at the same price and on the same terms and conditions as the Purchase Offer, at any time within the latest date specified for closing in the Purchase Offer. This Section 12.12 shall not apply to any Transfer pursuant to Section 12.3, Section 12.6 and Section 12.11.

Right of First Refusal. In (a) Not later than two (2) months prior to any proposed sale of direct or indirect ownership or control of substantially all of the event thatcapital stock or assets of Davur, from Belmac or Bentley shall notify Teva in writing (the date hereof "Proposed Sale Notice") of its intention to effect such sale. The Proposed Sale Notice shall include the identity of the proposed third party purchaser and including the later third party offer price. If the third party purchaser and Belmac or Bentley have entered into a confidentiality agreement with regard to the proposed transaction, Teva shall agree to a substantially similar confidentiality agreement prior to receiving the Proposed Sale Notice. Teva shall thereupon have the option, exercisable in writing to the entity which provided the Proposed Sale Notice (the "Exercise Notice") given within thirty (30) days of receipt of the Proposed Sale Notice, to (i) July 31cause Belmac to transfer to Davur all of the rights, 2014 obligations, inventory, property rights, intellectual property, dossiers, marketing authorisations, samples and other materials, including without limitation brands, trademarks, customer lists, received by Belmac directly or indirectly from Teva or produced and developed by Belmac related to its performance or rights under the Other Agreements (collectively, the "Teva Assets"); and (ii) the end upon such transfer, purchase (directly or through its designee) all of the Forbearance Period (the “ROFR Period”)capital stock of Davur, the Company agrees to any financing arrangement wherein advances will be made under the provisions free and clear of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)all liens, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) claims and the Lender shall have the option in its discretionencumbrances, to (x) become a lender under that financing arrangement on upon the terms set forth below. If Teva does not deliver an Exercise Notice to Belmac within such 30-day period, Belmac and Davur shall be free to proceed with the transaction specified in the agreement describing said financing arrangement (Proposed Sale Notice with the commitments identified third party for a period of six (6) months and Teva shall have no further rights under this Article 2 related to such financing arrangement transaction. If the specified transaction does not close with the third party within such six (6) month period, then all of Teva's rights shall be reinstituted. (b) Teva shall specify the offer price for the Davur shares in the Exercise Notice which shall be an amount equal to be allocated pro rata among the Lender and any offer price of the lenders third party in the Proposed Sales Notice, less the value of all of Teva Assets and all of the rights, obligations, inventory, property rights, intellectual property, dossiers, marketing authorisations, samples and other materials, including without limitation brands, trademarks, customer lists, received by Davur directly or indirectly from Teva or produced and developed by Teva related to its performance or rights under the Scotiabank Facility exercising their right Other Agreements (the "Additional Teva Assets"). If such offer is acceptable to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocationBelmac, then such alternative allocation the purchase and sale of the Davur shares shall govern), or (y) propose equivalent or better terms take place within 10 business days following the date of financing completion of transfer of all of the Teva Assets by Belmac to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Davur pursuant to Section 4(b)(viii2(a)(i) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this and satisfaction of all conditions under a Purchase and Sale Agreement for the Company shall provide Davur shares in form and substance reasonably satisfactory to Teva. If Belmac does not agree to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions value of the Recovery Act permitting funding Teva Assets and Additional Teva Assets, then the parties hereto shall request an independent auditor or appraiser (which does not perform regular services for any of the parties hereto) to render an appraisal of the fair market value of the Davur shares, less the value of the Teva Assets and Additional Teva Assets, which appraisal shall be binding on a priority or super-priority basis the parties and shall be and become the purchase price payable by Teva (or similar law providing its designee) for all of the Davur Shares. If the parties cannot agree on the identity of an auditor or appraiser, Teva and Belmac's regular auditors shall jointly designate such an auditor or appraiser. The fees and expenses of the auditor or appraiser shall be borne by Belmac unless the price for the restructuring Davur shares established by the auditor or appraiser is five percent or more higher (after deducting the value of the Company’s obligations under Puerto Rico lawTeva Assets and the Additional Teva Assets) (each than the purchase price set forth in the Exercise Notice, whereupon such proposal, a “DIP Financing Proposal”). Further, the Company fees and expenses shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivebe borne by Teva.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31If, 2014 or prior to an Initial Public Offering, a New Minority Shareholder proposes to transfer Company Securities owned by such New Minority Shareholder in a transaction pursuant to and permitted by Section 3.06(a)(iv), such New Minority Shareholder shall provide DLJ Merchant Banking II, Inc. and the Company written notice of such proposed transfer. The notice shall identify the number of Company Securities proposed to be transferred, the cash price at which a transfer is proposed to be made and all other material terms and conditions of the offer. (ii) The receipt of a such notice by DLJ Merchant Banking II, Inc. and the end of Company from a New Minority Shareholder shall constitute an offer by such New Minority Shareholder to sell first, to the Forbearance Period (DLJ Entities and, if not accepted or only accepted in part by the “ROFR Period”)DLJ Entities, second to the Company, for cash, the Company agrees to Securities at the price and on the other terms and conditions set forth in such notice. Such offer shall be irrevocable for 10 Business Days after receipt of such notice by the DLJ Entities and the Company. During such period, any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), DLJ Entities and the Company shall provide immediate notice have the right to accept such offer as to all or a portion of the Company Securities (provided that first priority of the right to accept is given to the Lender DLJ Entities; and provided further that the aggregate number of such DIP Financing (Company Securities accepted by the “DIP Financing Notice”) DLJ Entities and the Lender Company together equals the total number of Company Securities subject to the offer) by giving a written notice of acceptance to such Ne Minority Shareholder prior to the expiration of the offer period. (iii) Any Person who has accepted the offer shall purchase and pay for all Company Securities accepted within 30 days after such acceptance. (iv) Upon the failure to accept the offer in full prior to the expiration of the offer period or the failure to consummate the purchase within 30 days after the acceptance of the offer, there shall commence a 60-day period during which the New Minority Shareholder that gave the notice shall have the option right to transfer to a third party any or all of the Company Securities subject to such offer at a price in its discretioncash not less than 90% of the price indicated in the applicable notice to DLJ Merchant Banking II, to (x) become a lender under that financing arrangement Inc. and the Company, and on the other terms and conditions set forth therein, provided that the transfer to such third party is not in violation of applicable federal or state or foreign securities laws. If such New Minority Shareholder does not consummate the agreement describing said financing arrangement (sale in accordance with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”)foregoing time limitations, such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate New Minority Shareholder may not thereafter transfer any Company Securities in the event that (A) the Forbearance Period terminates a transaction pursuant to Section 4(b)(viii3.06(a)(iv) hereof or (B) without repeating the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveforegoing procedures.

Right of First Refusal. In If, during the event that, from period commencing on the date hereof to and including ending on the later earlier of (i) July 31, 2014 or the third anniversary of the Closing Date and (ii) the end of date all the Forbearance Period Preferred Shares are either redeemed or converted into Common Stock (the “ROFR Period”"RIGHT OF FIRST REFUSAL PERIOD"), the Company agrees should propose (the "PROPOSAL") to any financing arrangement wherein advances will be made under issue Common Stock or securities convertible into Common Stock at a price less than the provisions Current Market Price (as defined in the Certificate of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”Designation), or debt at less than par value or having an effective annual interest rate in excess of 9.9% (each a "RIGHT OF FIRST REFUSAL SECURITY" and collectively, the "RIGHT OF FIRST REFUSAL SECURITIES"), in each case on the date of issuance the Company shall provide immediate notice be obligated to the Lender offer such Right of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, First Refusal Securities to (x) become a lender under that financing arrangement Buyer on the terms set forth in the agreement describing said financing arrangement Proposal (with the commitments under "OFFER") and Buyer shall have the right, but not the obligation, to accept such financing arrangement Offer on such terms. The Company shall provide written notice to be allocated pro rata among Buyer of any Proposal, setting forth in full the Lender terms and conditions thereof, and Buyer shall then have 5 business days to accept or reject the Offer in writing. If the Company issues any Right of First Refusal Securities during the Right of First Refusal Period but fails to: (i) notify Buyer of the lenders under Proposal, (ii) offer Buyer the Scotiabank Facility exercising their right opportunity to participate complete the transaction as set forth in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Proposal, or (yiii) propose equivalent or better enter into and consummate an agreement to issue such Right of First Refusal Securities to Buyer on the terms and conditions set forth in the Proposal, after Buyer has accepted the Offer, then the Company shall pay to Buyer, as liquidated damages, an amount equal to 10% of financing the amount paid to the CompanyCompany for the Right of First Refusal Securities. The foregoing Right of First Refusal is and shall be senior in right to any other right of first refusal issued by the Company to any other Person. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments Buyer acknowledges that the Company has received and is willing granted rights similar to accept for financing arrangement(s) with the Company wherein advances will be made under rights granted to the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring Buyer pursuant to this paragraph G to one other purchaser of the Company’s obligations under Puerto Rico law) (each 's Series A 6% Convertible Preferred Shares and in the event that, in addition to the Buyer, such proposal, a “DIP Financing Proposal”). Furtherother purchaser wishes to exercise such first refusal rights to purchase the applicable securities, the Company shall provide allocate such securities among the Buyer and such other purchaser on a pro-rata basis, based on the number of such securities each such person or entity wishes to purchase and the Lender, within one business day after receipt, copies number of any DIP Financing Proposal that the Company may receiveSeries A 6% Convertible Preferred Shares then owned by each such person or entity.

Right of First Refusal. In the event that, If at any time a Seller (other than First Reserve) receives a bona fide offer from the date hereof any person (an "Offering Party") to and including the later purchase shares of Stock or any interest therein held by such Seller (ia "Purchase Offer") July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”)that such Seller wishes to accept, the Company agrees Seller shall cause such Purchase Offer to any financing arrangement wherein advances will be made under reduced to writing and a true copy shall be attached to the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Sale Notice. In such an event, the Company Sale Notice shall provide immediate notice contain an irrevocable offer to the Lender of sell such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice Stock to the Company from and First Reserve at a purchase price equal to the Lenderprice contained in, and on the same terms and conditions of, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP FinancingPurchase Offer; provided that the Company or First Reserve may pay cash to the Seller in an amount equal to the then-current fair market value of any portion of such agreement is entered into offer constituting non-cash consideration offered by the Offering Party in the Purchase Offer. At any time within 10 Business Days ten (10) days after the date of receipt by the Lender Company of the DIP Financing Sale Notice; provided further that in , the event that Company may elect to purchase all or any portion of the Lender receives Stock covered by the DIP Financing Notice Purchase Offer at the same price and on a date which is less than 10 Business Days the same terms and conditions as the Purchase Offer, and at any time prior to the latest date specified for closing in the Purchase Offer. If at the end of the ROFR Period such ten (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day 10) day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing not elected to accept for financing arrangement(s) purchase all Stock covered by such Purchase Offer, the Seller shall redeliver the Sale Notice to all other Stockholders along with a statement as to the number of shares of Stock to be purchased by the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”if any). FurtherWithin ten (10) days after receipt by First Reserve of such redistributed Sale Notice, the Company shall provide First Reserve, by providing notice to the LenderSeller, within one business day after receipt, copies may elect to purchase all or part of any DIP Financing Proposal that remaining Stock covered by the Company may receivePurchase Offer at the same price and on the same terms and conditions as the Purchase Offer, at any time within the latest date specified for closing in the Purchase Offer. This Section 3.2 shall not apply to any Permitted Transfer or to a Transfer pursuant to Section 3.5.

Right of First Refusal. In If the event thatGrantee exercises the Option in whole ---------------------- or in part and at any time thereafter and prior to the earlier of (a) the occurrence of a Change in Control Event (as defined herein) or (b) 30 days after the first anniversary of the Merger Termination Date, from seeks to sell all or any part of the Option Shares purchased (i) in a transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to achieve a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer by operation of law upon consummation of a merger), it shall give the Grantor (or a designee of the Grantor) the opportunity, in the following manner, to purchase such Option Shares: (a) The Grantee shall give notice to the Grantor in writing of its intent to sell Option Shares (a "Disposition Notice"), specifying the number of ------------------ Option Shares to be sold, the price and, if applicable, the identity of the proposed transferee and the material terms of any agreement relating thereto. For purposes of this Section 7, if the Disposition Notice is given with respect to the sale of the Option Shares pursuant to a tender or exchange officer, it shall be assumed that all Option Shares tendered will be accepted for payment. The Disposition Notice may be given at any time, including prior to the giving of any Exercise Notice. (b) The Grantor or its designee shall have the right, exercisable by written notice given to the Grantee within five business days after receipt of a Disposition Notice (or, if applicable, in the case of a proposed sale pursuant to a tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date hereof of such tender or exchange offer (the "Expiration ---------- Date") if such Disposition Notice was given at least four business days prior to and including ----- such Expiration Date), to purchase all, but not less than all, of the later Option Shares specified in the Disposition Notice at the price set forth in the Disposition Notice. If the purchase price specified in the Disposition Notice includes any property other than cash, the purchase price to be paid by the Grantor shall be an amount of cash equal to the sum of (i) July 31the cash included in the purchase price plus (ii) the fair market value of such other property at the date of the Disposition Notice. If such other property consists of securities with an existing public trading market, 2014 the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such securities on their principal public trading market for the five trading days ending five days prior to the date of the Disposition Notice shall be deemed to equal the fair market value of such property. If such other property consists of something other than cash or securities with an existing public trading market and, at the time of the closing referred to in paragraph (c) below, agreement on the value of such other property has not been reached, the higher of (i) the cash included in the purchase price and (ii) the average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the date of the Disposition Notice shall be used as the per share purchase price; provided, however, that promptly after the closing, the Grantee and the Grantor -------- ------- or its designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by a nationally recognized investment banking firm selected by the Grantor and approved by the Grantee within 30 days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase of any Option Shares by the Grantor (or its designee) pursuant to this Section 7, a tender or exchange offer is outstanding, then the Grantor (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Option Share shall be equal to the highest price paid for a share of Common Stock pursuant to such tender or exchange, or pursuant to any other tender or exchange offer outstanding at any time such tender or exchange offer is outstanding. (c) If the Grantor exercises its right of first refusal hereunder, the closing of the purchase of the Option Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (or, if applicable, in the case of a tender or exchange offer, no later than one business day prior to the expiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, however, that at any time -------- ------- prior to the closing of the purchase of Option Shares hereunder, the Grantee may determine not to sell the Option Shares and revoke the Disposition Notice and, by so doing, cancel the Grantor's right of first refusal with respect to the disposition in question. The Grantor (or its designee) shall pay for the Option Shares by wire transfer of immediately available funds to a bank designated by the Grantee. (d) If the Grantor does not exercise its right of first refusal hereunder within the time specified for such exercise, the Grantee shall be free for 90 days following the expiration of such time for exercise to sell the Option Shares (or enter into an agreement to sell the Option Shares) specified in the Disposition Notice, at the price specified in the Disposition Notice or any price in excess thereof and otherwise on substantially the same terms set forth in the Disposition Notice; provided that if such sale is not consummated within such 90-day period (or the agreement to sell entered into in such 90-day period is not thereafter performed in accordance with its terms), then the provisions of this Section 7 will again apply to the sale of such Option Shares. (e) For purposes of the Agreement, a "Change in Control Event" ----------------------- shall be deemed to have occurred if (i) any person has acquired beneficial ownership of more than 50% (excluding the Option Shares) of the outstanding shares of Common Stock or (ii) the end Grantor shall have entered into an agreement, including without limitation an agreement in principle, providing for a merger or other business combination involving the Grantor or the acquisition of 30% or more of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions assets of the Recovery Act permitting funding on Grantor and its subsidiaries, taken as a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivewhole.

Right of First Refusal. In The Optionee may sell Option Shares to a third party in a bona fide transaction for fair value payable in cash or the event thatequivalent currently or in future installments, from provided that the date hereof Optionee extends to the Company a right of first refusal with respect to such sale in accordance with the following provisions. The Optionee shall first give written notice of such proposed sale to the Company, identifying the proposed purchaser, the number of Option Shares to be sold, and including the later of (i) July 31, 2014 or (ii) the end purchase price and terms of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the proposed sale. The Company shall provide immediate have the right, exercisable by written notice to the Lender Optionee within thirty (30) days after receipt of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretionOptionee’s notice, to (x) become a lender under that financing arrangement purchase all, but not less than all, of the Option Shares referred to in the Optionee’s notice, at the price and on the terms set forth in said notice. The Company shall designate in such notice a date, time and place for the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any closing of the lenders under repurchase (the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising LenderClosing”), such that each Exercising Lender’s proportionate share of such financing facility which shall be determined by dividing not more than sixty (60) days after the principal amount outstanding to such Exercising Lender under date of the Credit Agreement or the Scotiabank FacilityCompany’s notice, as applicable, unless otherwise agreed by the aggregate principal amount outstanding parties. The Company may assign its rights hereunder with respect to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon a particular transfer by written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days selling Optionee at or prior to the end Closing. The Closing shall take place at the offices of the ROFR Period Company or of its counsel, unless otherwise agreed by the parties. At the Closing, the Company or its assignee (the “Notice DatePurchaser”)) shall purchase from the selling Optionee (the “Seller”) the Option Shares referenced in the Optionee’s notice, at the price and on the terms set forth therein, and the Seller shall sell such Option Shares to the Purchaser by delivery of the certificate or certificates representing such Option Shares, duly endorsed for transfer, free and clear of any liens, pledges or encumbrances. If the Company does not exercise its purchase right within thirty (30) days after the Optionee’s notice to the Company, the Forbearance Period shall be automatically extended by 10 Business Day period starting from Stockholder may complete the Notice Date, unless sale of Option Shares to the Lender has provided notice that it will not participate proposed purchaser at the price and on the terms specified in the DIP Financing. Further, concurrently with the execution of this Agreement Optionee’s notice to the Company shall provide to at any time within sixty (60) days after the Lender copies expiration of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will said thirty (30)-day period. No sale may be made under to a different purchaser, at a different price, on different terms or after the expiration of said sixty (60)-day period without renewed compliance with this Section 10(b)(ii). Any Option Shares purchased in accordance with the provisions of this Section 10(b)(ii) shall thereafter remain subject to the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring prohibitions of Section 10(c), but shall no longer be subject to any of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies other terms of any DIP Financing Proposal that the Company may receivethis Agreement.

Right of First Refusal. In Prior to making any sale or transfer of the event thatShares (other than a sale or transfer registered under the Securities Act or pursuant to Rule 144, from or a sale or transfer of that number of Shares representing less than three percent (3%) of the date hereof Company's outstanding Common Stock, as converted, to and including any person or group), the later of Purchaser shall give the Company the opportunity to purchase such Shares in the following manner: (i) July 31The Purchaser shall give notice (the "Transfer Notice") to the Company in writing of such intention specifying the approximate number of the proposed purchasers or transferees, 2014 the amount of Shares proposed to be sold or transferred, the proposed price per share therefor (the "Transfer Price") and the other material terms upon which such disposition is proposed to be made. (ii) The Company shall have the end right, exercisable by written notice given by the Company to the Purchaser within five (5) business days after receipt of such Transfer Notice, to purchase all but not part of the Forbearance Period Shares specified in such Transfer Notice for cash per share equal to the Transfer Price, provided, within five (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions 5) business days after written notice of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of exercise by the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice the Purchaser with evidence satisfactory to the Lender Purchaser (by written commitment letter subject only to customary representations, diligence and documentation, letter of credit or otherwise) of its ability to finance such repurchase. (iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Shares with respect to which such right has been exercised shall take place within ten (10) business days after the Company gives notice of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Companyexercise. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender Upon exercise of its material breach right of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furtherfirst refusal, the Company and the Purchaser shall provide be legally obligated to consummate the purchase contemplated thereby and shall use their best efforts to secure any approvals required in connection therewith. (iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise, the Purchaser shall be free, during the period of ninety (90) calendar days following the expiration of such time for exercise, to sell the Shares specified in such Transfer Notice on terms no less favorable to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that Purchaser than the Company may receiveterms specified in such Transfer Notice.

Right of First Refusal. In If at any time following the date of this Agreement, the owner of Designated Property (the “Seller of Designated Property”) receives a bona fide offer from a third party to purchase all or any part of its Designated Property for a purchase price that has been reached through arms-length negotiation and such Seller of Designated Property wishes to accept such offer (the “Third Party Offer”), such Seller of Designated Property shall, as a condition precedent to its right to sell such Designated Property to the third party, comply with the following procedure: (a) By written notice (the “Notice of Sale of Designated Property”), such Seller of Designated Property shall inform the Collateral Agent of the Third Party Offer. The Notice must contain the name of the offeror, a description of the Designated Property to be sold, the purchase price therefor, the proposed closing date (which shall in no event that, be sooner than twenty Business Days from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period Notice of Sale of Designated Property), all other terms and conditions of the Third Party Offer and shall further contain an offer to sell all of such Designated Property to the Collateral Agent or its assign pursuant to the terms and provisions of this paragraph 6E(4) on the same terms and conditions contained in the Third Party Offer. (b) The Collateral Agent may elect, in accordance with Section 24 of the “ROFR Period”Security Agreement, with the consent of the Majority Banks (as defined in the Bank Agreement), the Company agrees to any financing arrangement wherein advances will be made under Required Holders and the provisions Administrative Agent, exercisable within twenty Business Days of the Recovery Act permitting funding on receipt of the Notice of Sale of Designated Property, to purchase all of such Designated Property contained in the Third Party Offer. In addition, the Collateral Agent, in accordance with Section 24 of the Security Agreement, with the consent of the Majority Banks, the Required Holders and the Administrative Agent, shall be entitled to assign its right to purchase such Designated Property to one or more third parties. (c) If the Collateral Agent shall elect to purchase all of such Designated Property, it shall, in accordance with Section 24 of the Security Agreement, deliver notice of the exercise of its option to the Seller of Designated Property not later than the expiration of the twentieth Business Day following receipt of the Notice of Sale of Designated Property. In addition, if the Collateral Agent shall assign some or all of its right to purchase such Designated Property to a priority or super-priority basis third party, it shall, in accordance with Section 24 of the Security Agreement, deliver notice of such assignment, together with notice of Designated Property to be purchased by such third party, not later than the twentieth Business Day following receipt of the Notice of Sale of Designated Property. Following delivery of the Collateral Agent’s (or similar law providing for the restructuring third party’s) notice of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)exercise of the option granted herein to purchase such Designated Property, the Company Collateral Agent (or such third party) shall, in accordance with Section 24 of the Security Agreement, set a closing date, which shall provide immediate be not later than thirty days following the delivery of the Collateral Agent’s (or the third party’s) notice of exercise of right to purchase such Designated Property. (d) To the Lender extent that the Collateral Agent and its assigns shall not elect to purchase all of such DIP Financing (Designated Property, the “DIP Financing Notice”) and the Lender Seller of Designated Property shall have the option in its discretion, thereafter be entitled to (x) become a lender under that financing arrangement on sell all of such Designated Property upon the terms and conditions set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Notice of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share Sale of Designated Property. Any modification of such financing facility terms and conditions shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company require additional compliance with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivethis paragraph.

Right of First Refusal. In (a) Before any Common Stock shares (or securities convertible into or exercisable or exchangeable for such shares) owned or controlled by Seller ("Seller Shares") may be sold or otherwise disposed or transferred (collectively, "Transferred"), ▇▇▇▇▇▇ and the event that, from Company shall be offered the date hereof following rights with respect to and including the later of such shares: (i) July 31, 2014 or Seller shall first deliver a written notice (a "Seller Notice") to ▇▇▇▇▇▇ and the Company stating (i) the number of Seller Shares that Seller proposes to Transfer and (ii) the end price and other material terms of the Forbearance Period proposed Transfer. The Seller Notice shall be accompanied by a certificate of the Seller certifying that it has received from a third party (the “ROFR "Third Party") a bona fide offer to acquire such Seller Shares at such price and on such terms as are set forth in the Seller Notice and shall identify such Third Party. (ii) Within thirty (30) days after receipt of a Seller Notice (the "Company Period”"), the Company agrees may elect, by delivering to Seller and ▇▇▇▇▇▇ a written notice of its election, to purchase all or any financing arrangement wherein advances will be made under the provisions part of the Recovery Act permitting funding Seller Shares to which the Seller Notice refers, on a priority or super-priority basis (or similar law providing for the restructuring same terms and conditions specified in such notice. In the event that the Company does not elect to purchase any of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)such shares, the Company shall provide immediate send a notice to the Lender of such DIP Financing (the “DIP Financing Notice”) effect to Seller and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days ▇▇▇▇▇▇ prior to the end of the ROFR Period Company Period. (iii) In the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments event that the Company has received and is willing to accept for financing arrangement(s) with does not elect during the Company wherein advances will be made under the provisions Period to purchase all of the Recovery Act permitting funding on Seller Shares to which the Seller Notice refers, then ▇▇▇▇▇▇ may elect, by delivering to Seller a priority or superwritten notice (a "▇▇▇▇▇▇ Notice") of its election, within forty-priority basis five (or similar law providing for the restructuring 45) days after receipt of the Seller Notice (the "▇▇▇▇▇▇ Period"), to acquire on the same terms and conditions specified in the Seller Notice, any of the Seller Shares to which the Seller Notice refers that are not acquired by the Company’s obligations under Puerto Rico law. (iv) (each such proposal, a “DIP Financing Proposal”). Further, In the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal event that the Company and/or ▇▇▇▇▇▇ elects to acquire Seller Shares pursuant to this Section 5.7, the Company, ▇▇▇▇▇▇ and Seller shall consummate the sale and purchase of such shares within ninety (90) days after the date that the Company and ▇▇▇▇▇▇ have received the Seller Notice. (v) To the extent the Company and ▇▇▇▇▇▇ do not exercise their respective rights under this Section 5.7 within the specified time periods, Seller may receiveTransfer the Seller Shares specified in the Seller Notice (and not purchased by the Company or ▇▇▇▇▇▇) to the Third Party specified in such Seller Notice at the price and on the terms specified in such notice, provided that (i) such Transfer is consummated within one hundred twenty (120) days of the date of delivery of such Seller Notice and (ii) prior to the Transfer, such Third Party agrees in writing, in a form satisfactory to the Company and ▇▇▇▇▇▇ and as a condition of the Transfer, that such Third Party shall receive and hold such shares subject to the rights of first refusal of the Company and ▇▇▇▇▇▇ set forth in this section. (b) Seller agrees that all certificates representing shares of Common Stock owned or controlled by Seller will contain the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AS TO TRANSFER IN ACCORDANCE WITH AN AGREEMENT DATED AS OF MARCH 18, 1997 AMONG SOFTWARE AG, SOFTWARE AG SYSTEMS, INC. (THE "COMPANY"), ▇▇▇▇▇▇ EQUITY INVESTORS, III, L.P., AND CERTAIN MANAGERS OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (c) The rights and obligations set forth in this Section 5.7 shall terminate upon consummation of an underwritten public offering of Common Stock pursuant to an effective registration statement under the Securities Act that is underwritten by one or more nationally-recognized investment banking firms.

Right of First Refusal. In If during the event thatTerm, including any Extension Term, of this Lease, Landlord shall have received a bona fide arm's length offer to purchase the Premises which is acceptable to Landlord (the "Offer") from any third party (the date hereof "Transferee"), Landlord shall send a notice (herein referred to and including as the later of (i"Transfer Notice") July 31, 2014 or (ii) to Tenant. The Transfer Notice shall set forth the end exact terms of the Forbearance Period (the “ROFR Period”)Offer so received, the Company agrees to any financing arrangement wherein advances will be made under the provisions together with a copy of the Recovery Act permitting funding Offer, and shall state the desire of Landlord to sell the Premises on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)such terms and conditions. Thereafter, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender Tenant shall have the right and option in its discretion, to (x) become a lender under that financing arrangement on purchase the Premises at the price and upon the terms and conditions specified in the Offer, provided that Tenant is not in material default of this Lease beyond all applicable notice and cure periods hereunder. If Tenant desires to exercise its option, it shall give notice (the "Counter Notice") to that effect to Landlord within twenty (20) days after receipt of the Transfer Notice. Such Counter Notice shall be accompanied by a letter acknowledging Tenant's agreement to be bound by the terms and conditions of the Offer. Such Counter Notice shall set forth in a date not later than sixty (60) days from the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any service of the lenders under Counter Notice on which the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility closing shall be determined by dividing held. The Tenant's failure to give a timely Counter Notice (or notice of its refusal to purchase) shall be deemed a waiver of its option to purchase the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing Premises pursuant to the CompanyOffer, but shall not be deemed a waiver of its option to purchase the Premises pursuant to any modification to the Offer or any future offers. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Tenant's rights under this Section 13 are assignable to any person or entity which is or would be a permitted assignee pursuant to Section 4(b)(viii) hereof 9 hereof. Tenant's failure to, or (B) its election not to, exercise its right of first refusal hereunder shall not affect the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender continued enforceability of the DIP Financing Notice; option to purchase provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 12 hereof.

Right of First Refusal. In (a) Except for Permitted Transfers, if any Shareholder proposes to Transfer any Securities, then such Shareholder (the event that"Transferor") shall promptly give written notice (the "Notice") simultaneously to the Company and to each other Shareholder describing in reasonable detail the proposed Transfer, from including, without limitation, the date hereof number of Securities to be transferred, the nature of such Transfer, the consideration to be paid, and including the later name and address of each prospective purchaser of such Securities (ieach, a "Prospective Purchaser"). (b) July 31The Company shall have the first right and option, 2014 or for a period of twenty (ii20) the end days after delivery of the Forbearance Period (Notice, to purchase all or any portion of the “ROFR Period”Securities subject to the Notice at the purchase price and on the terms stated in the Notice. To exercise its right under this Section 4.02(b), the Company agrees must deliver a binding notice (the "Acceptance Notice") to the Transferor in writing within such twenty (20) day period. If the Company does not intend to exercise its first right and option with respect to all or any financing arrangement wherein advances will be made under the provisions portion of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for Securities subject to the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Notice, the Company shall provide immediate give notice (the "Rejection Notice") to the Transferor and the Shareholders to that effect no later than twenty (20) days after delivery of the Notice; provided, however, that failure by the Company to give either an Acceptance Notice or a Rejection Notice, as applicable, to the Transferor within twenty (20) days after delivery of the Notice will be deemed an election by it not to exercise its first right and option pursuant to this Section 4.02(b). The Company shall effect its purchase of any Securities, including payment of the purchase price, not more than thirty (30) days after delivery of the Acceptance Notice, and at such time the Transferor shall deliver to the Company the certificate(s) representing the Securities to be purchased by the Company, each certificate to be properly endorsed for transfer. If any Prospective Purchaser has offered to pay for any Securities with property, services or any other non-cash consideration, the Company shall nevertheless have the right to pay for such Securities with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Purchaser in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. (c) Each Shareholder (other than the Transferor) shall have the second right and option ("Second Right"), for a period of ten (10) days after delivery of the Rejection Notice (or the deemed election by the Company not to exercise its first right and option due to the failure by the Company to deliver an Acceptance Notice within the time period specified in Section 4.02(b)), to purchase his, her or its pro rata share of the Securities subject to the Notice that were not purchased by the Company, at the purchase price and on the terms stated in the Notice. To exercise its Second Right under this Section 4.02(c), a Shareholder must deliver a binding notice (the "Shareholder Acceptance Notice") to the Transferor in writing within such ten (10) day period. Each Shareholder's pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of Securities covered by the Notice that were not purchased by the Company and (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such Shareholder as of the date of the delivery of the Notice (assuming exercise of all outstanding convertible securities, rights, options and warrants held, directly or indirectly, by such Shareholder, into Common Stock) and the denominator of which is the total number of shares of Common Stock owned by all of the Shareholders as of the date of delivery of the Notice (assuming exercise of all outstanding convertible securities, rights, options and warrants held, directly or indirectly, by all of the Shareholders). (d) In the event that not all of the Shareholders elect to purchase their pro rata share of the Securities available pursuant to the Second Right under Section 4.02(c) within the time period specified in Section 4.02(c) (each a "Declining Shareholder"), then the Transferor shall promptly give written notice (the "Overallotment Notice") to each of the Shareholders electing to purchase his, her or its pro rata share of the Securities available pursuant to the Second Right under Section 4.02(c) (each a "Participating Shareholder"), which notice shall set forth the number of Securities not purchased by the Declining Shareholders, and shall offer such Participating Shareholders the right to acquire such unsubscribed shares. The Participating Shareholders shall have five (5) days after receipt of the Overallotment Notice (the "Overallotment Period") to deliver a written notice to the Lender of such DIP Financing Transferor (the “DIP Financing "Participating Shareholders Overallotment Notice”") and of his, her or its election to purchase his, her or its pro rata share of the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement unsubscribed shares on the same terms and conditions as set forth in the agreement describing said financing arrangement Notice. For purposes of this Section 4.02(d), each Participating Shareholder's pro rata share shall be equal to the product obtained by multiplying (with i) the commitments under aggregate number of Securities not purchased by the Declining Shareholders and (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such financing arrangement Participating Shareholder as of the date of the delivery of the Notice (assuming exercise of all outstanding convertible securities, rights, options and warrants held, directly or indirectly, by such Participating Shareholder, into Common Stock) and the denominator of which is the total number of shares of Common Stock owned by all Participating Shareholders as of the date of delivery of the Notice (assuming exercise of all outstanding convertible securities, rights, options and warrants held, directly or indirectly, by all of the Participating Shareholders). (e) The Participating Shareholders shall effect the purchase of the Securities, including payment of the purchase price, not more than thirty (30) days after the expiration of the Overallotment Period, and at such time, the Transferor shall deliver to the Participating Shareholders the certificates representing the Securities to be allocated pro rata among purchased by the Lender and Participating Shareholders, each certificate to be properly endorsed for transfer. If any Prospective Purchaser has offered to pay for any Securities with property, services or any other non-cash consideration, the Participating Shareholders shall nevertheless have the right to pay for such Securities with cash in an amount equal to the fair market value of the lenders under non-cash consideration offered by the Scotiabank Facility exercising their right to participate Prospective Purchaser in such financing arrangement (eachquestion, an “Exercising Lender”), such that each Exercising Lender’s proportionate share where the fair market value of such financing facility non-cash consideration shall be conclusively determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, in good faith by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveBoard.

Right of First Refusal. (i) In the event thatthat the Company proposes to issue convertible debt securities or engage in a debt financing in connection with a Business Combination Closing, from the date hereof Purchaser shall have a right of first refusal to purchase such convertible debt securities or provide such debt financing to the Company. The Company will notify the Purchaser of the proposed terms of any such convertible debt securities or debt financing as promptly as practicable in advance of any such financing, and the parties shall negotiate such term in good faith. If the parties are unable to agree on the terms thereof within twenty (20) days after such notice, the Company shall be entitled to issue and sell convertible debt securities or engage in a debt financing on terms not materially more favorable to purchasers or lenders than the terms in the final proposal by the Purchaser to the Company during such negotiations. (ii) In the event that the Company proposes to offer or sell more Class A Shares (including any Class A Shares included in any units of the later Company) than the Forward Purchase Shares, if any, being sold to the Purchaser hereunder and to other investors in the Company (together with the Purchaser, the “FPA Investors”) pursuant to the forward purchase agreements or other backstop equity investment commitment arrangements in connection with the Business Combination, the Company shall first give each FPA Investor the right to purchase such FPA Investor’ s pro rata share of such incremental additional Class A Shares not being sold to the FPA Investors pursuant to this Agreement or another forward purchase agreement or backstop commitment (such additional Class A Shares, the “ROFR Shares”) on the same terms as the Company is willing to sell such ROFR Shares to any other person or entity. Each FPA Investor ‘s pro rata share of the ROFR Shares shall be equal to the total number of ROFR Shares multiplied by a fraction, (i) July 31, 2014 or the numerator of which shall be the number of Class A Shares sold to such FPA Investor and (ii) the end denominator of which shall be the Forbearance Period total number of Class A Shares sold to all FPA Investors, in connection with the Business Combination Closing. Notwithstanding the foregoing, the total number of additional ROFR Shares eligible for issuance to each FPA Investor shall be limited to the number of Class A Shares to be issued to such FPA Investor pursuant to this Agreement or such other forward purchase agreement or backstop commitment. The Company shall give prior notice to each FPA Investor of its intention to sell and issue ROFR Shares setting forth the number of ROFR Shares to be offered and the price and terms upon which it proposes to sell and issue the ROFR Shares (the “ROFR PeriodNotice”). Each FPA Investor shall notify the Company, the Company agrees to any financing arrangement wherein advances will be made under the provisions within twenty (20) days after receipt of the Recovery Act permitting funding on a priority or super-priority basis ROFR Notice, whether such FPA Investor desires to purchase its pro rata share (or similar law providing for the restructuring a portion thereof) of the Company’s obligations under Puerto Rico lawROFR Shares as set forth in the ROFR Notice. If any FPA Investor does not subscribe for its full pro rata share of the ROFR Shares within such twenty (20) (a “DIP Financing”)days, then the Company shall provide immediate notice be entitled to issue and sell the Lender of unsubscribed ROFR Shares to other persons or entities on terms not materially more favorable to such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on other persons or entities than the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In 5.1 If Tapir (the event that"Offeror") desires to sell or otherwise transfer more than 20% of the Shares held by Tapir to any person or entity other than the Company (a "Proposed Transferee"), from Tapir shall first give to the date hereof Company written notice (the "Notice of Proposed Transfer") fifteen (15) days prior to the proposed transfer specifying the name and address of the Proposed Transferee, the identity and total number of shares which Tapir desires to sell or transfer to the Proposed Transferee (the "Offered Shares"), all of the terms, including the later price, upon which Tapir proposes to sell or transfer the Offered Shares to the Proposed Transferee (or, if the transfer does not involve a sale, the nature of the proposed transfer), and stating that the Company has the rights of refusal set forth in this Agreement. 5.2 For a period of fifteen (i15) July 31days (the "Refusal Period") after receipt of the Notice of Proposed Transfer, 2014 the Company (which for purposes of this Article VIII shall include any designee of the Company) shall have the right, exercisable by written notice to Tapir, to agree to purchase all or any portion of the Offered Shares at a price per share equal to the purchase price set forth in the Notice of Proposed Transfer. 5.3 If the Company elects to purchase less than all of the Offered Shares, after the Refusal Period, Tapir shall have the right to sell or otherwise transfer the portion of the Offered Shares that the Company has not agreed to purchase pursuant to Section 5.2 to the Proposed Transferee on the same terms specified in the Notice of Proposed Transfer. If for any reason the Offered Shares are not so sold to the Proposed Transferee within thirty (ii30) days after the end of the Forbearance Period (the “ROFR Refusal Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of this Section 5 shall continue to be applicable to the Recovery Act permitting funding on a priority Offered Shares. 5.4 Upon the election by the Company to purchase all or super-priority basis (or similar law providing for the restructuring any portion of the Company’s obligations under Puerto Rico lawOffered Shares, within thirty (30) (a “DIP Financing”)days after the end of the Refusal Period, the Company shall provide immediate notice be obligated to tender payment for the Lender Offered Shares at the offices of such DIP Financing (the “DIP Financing Notice”) Company, and Tapir shall be obligated to tender delivery of the Lender Offered Shares with proper endorsements for transfer or accompanied by properly executed stock powers. The purchase price for the Offered Shares shall have the option in its discretion, to (x) become a lender under that financing arrangement be paid on the terms set forth provided in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Notice of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveProposed Transfer.

Right of First Refusal. In (a) From and after the event thatClosing Date until the Preferred Expiration Date, from the date hereof Trailer Investors shall have the right, at their election in accordance with this Article III, to and including the later of (i) July 31, 2014 participate in any Subsequent Financing. The Trailer Investors may elect to provide all or (ii) the end any portion of the Forbearance Period Subsequent Financing. (b) At least forty-five days prior to the “ROFR Period”), the Company agrees to anticipated consummation of any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Subsequent Financing”), the Company shall provide immediate deliver a written notice to the Lender of such DIP Financing (the each, a “DIP Subsequent Financing Notice”) to each Trailer Investor. The Subsequent Financing Notice shall disclose in reasonable detail the proposed terms and conditions of the Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Lender identity, and ownership of capital stock of the Company (if applicable), of any other prospective participants in such Subsequent Financing, and shall have include a term sheet or similar document relating thereto as an attachment. The Subsequent Financing Notice shall constitute a binding offer to enter into the option in its discretion, to (x) become a lender under that financing arrangement Subsequent Financing with each Trailer Investor on the terms and conditions set forth in the agreement describing said financing arrangement such Subsequent Financing Notice. (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right c) Each Trailer Investor may elect to participate in such financing arrangement (eachSubsequent Financing and shall have the right, an “Exercising Lender”)subject to Section 3.1(e) below, such that each Exercising Lender’s proportionate share to fund all or any portion of the Subsequent Financing on the terms and subject to the conditions specified in the Subsequent Financing Notice by delivering written notice of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice election to the Company from within forty days after the Lenderdelivery of the Subsequent Financing Notice to the Trailer Investors (the “Election Period”). If the Trailer Investors elect to participate in the Subsequent Financing, then the parties closing of the Subsequent Financing shall negotiate, execute and deliver a financing agreement incorporating occur on the terms previously date specified in the Subsequent Financing Notice or on such other date as otherwise may be agreed to by the Company with any other lender(s) under and the Trailer Investors participating in such DIP Subsequent Financing; provided that . If the Trailer Investors fail to deliver such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days election notices prior to the end of the ROFR Period (Election Period, then the “Notice Date”), the Forbearance Period Trailer Investors shall be automatically extended by 10 Business Day period starting from deemed to have notified the Notice Date, unless the Lender has provided notice Company that it will they do not elect to participate in such Subsequent Financing. (d) If any Trailer Investor declines to participate in the DIP Financing. FurtherSubsequent Financing with respect to its full Pro Rata Portion, concurrently with then each Trailer Investor electing to purchase its full Pro Rata Portion shall have the execution of this Agreement the Company shall provide right to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing purchase up to accept for financing arrangement(s(i) with the Company wherein advances will be made under the provisions its Pro Rata Portion of the Recovery Act permitting funding on Subsequent Financing, plus (ii) a priority or super-priority basis pro rata amount (or similar law providing for based upon the restructuring relative amount of the Company’s obligations under Puerto Rico lawparticipating Trailer Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro Rata Portions of the other Trailer Investors. For purposes of clarity, (each A) in the event that there is any amount of a Subsequent Financing that is not requested to be purchased by a Trailer Investor, then any other Trailer Investor shall have the right to purchase such proposalremaining amount of the Subsequent Financing and (B) in no event shall the Trailer Investors have the right to purchase more than 100% of the amount the Subsequent Financing described in any Subsequent Financing Notice, in the aggregate. For purposes hereof, “Pro Rata Portion” means a “DIP Financing Proposal”). Furtherfraction, the Company shall provide to numerator of which is the LenderTotal Value of Securities held by a Trailer Investor participating under this Section 3.1(d), within one business day after receipt, copies and the denominator of any DIP Financing Proposal that which is the Company may receivesum of the aggregate Total Value of Securities held by all Trailer Investors participating under this Section 3.1(d).

Right of First Refusal. In Before a TRA Party (such TRA Party, the event that“Seller”) may Transfer any interest in this Agreement, from the date hereof to and including the later right to receive any Tax Benefit Payments under this Agreement (collectively, “TRA Interests”), to any Person (other than a Permitted Transferee), in addition to any other requirements set forth in this Agreement (including as set forth in Section 7.5(b)), Seller must comply with the following (the “Right of First Refusal”): (i) July 31Prior to Seller Transferring any of its TRA Interests to any Person (other than a Permitted Transferee), 2014 Seller shall deliver to the Corporation a written notice (the “Transfer Notice”) stating: (A) Seller’s bona fide intention to Transfer such TRA Interests; (B) the name, address and phone number of each proposed purchaser or other Transferee (each, a “Proposed Transferee”); (C) a description of Seller’s TRA Interests (or portion thereof) proposed to be Transferred to each Proposed Transferee (the “Offered TRA Interests”); and (D) the bona fide cash price or, in reasonable detail, other consideration for which Seller proposes to Transfer the Offered TRA Interests (the “Offered Price”). (ii) the end For a period of the Forbearance Period 30 days (the “ROFR Exercise Period”)) after the date on which the Transfer Notice is, pursuant to Section 7.1, deemed to have been delivered to the Corporation, the Company agrees Corporation shall have the right to purchase all or any financing arrangement wherein advances portion of the Offered TRA Interests on the terms and conditions set forth in this Section 7.5(a). In order to exercise its right hereunder, the Corporation must deliver written notice to elect to purchase to Seller within the Exercise Period. If no such written notice is given within the Exercise Period, the Corporation shall be deemed to have elected not to purchase the Offered TRA Interests. (iii) The purchase price for the Offered TRA Interests to be purchased by the Corporation exercising its Right of First Refusal under this Agreement will be the Offered Price, and will be payable as set forth in Section 7.5(a)(iv). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith, which determination will be binding upon the Corporation and the Seller, absent fraud or manifest error. (iv) Subject to compliance with applicable state and federal securities laws, the Corporation and Seller shall effect the purchase and sale of all or any portion of the Offered TRA Interests, including the payment of the purchase price, within ten days after the expiration of the Exercise Period or as promptly as otherwise practicable thereafter (the “Right of First Refusal Closing”). Payment of the purchase price will be made under by wire transfer to a bank account designated by Seller in writing to the provisions Corporation at least 3 days prior to the Right of First Refusal Closing. At such Right of First Refusal Closing, Seller shall deliver to the Corporation, among other things, such documents and instruments of conveyance as may be necessary in the reasonable opinion of counsel to the Corporation to effect the Transfer of such Offered TRA Interests. (v) If any of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for Offered TRA Interests remain available after the restructuring exercise, if any, of the CompanyCorporation’s obligations under Puerto Rico law) (a “DIP Financing”Right of First Refusal, then the Seller shall be free to transfer, subject to the general conditions to transfer set forth in Section 7.5(b), the Company shall provide immediate notice any such remaining Offered TRA Interests to the Lender of such DIP Financing (Proposed Transferee at the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms Offered Price set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (eachTransfer Notice; provided, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, providedhowever, that if the Exercising Lenders agree on an alternative allocationOffered TRA Interests are not so transferred during the 90-day period following the delivery of the Transfer Notice, then the Seller may not Transfer any of such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate remaining Offered TRA Interests without complying again in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company full with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivethis TRA Agreement.

Right of First Refusal. In the event that, from the date hereof to Except for Variable Rate Financings and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Equity Line Financings, the Company shall provide immediate not enter into any financing at a discount to Market Price with Persons other than the Buyers (a "Restricted Financing") during the period commencing on the date hereof and ending six months after the effective date of the Registration Statement, unless the Company shall first have satisfied its obligations under this Section IV.K. (a) If the Company receives a written offer from any Person or group of Persons other than the Buyers, the Company shall give the Buyers a written notice to the Lender of such DIP offer stating the type, terms, and purchase price of the securities offered as part of such Restricted Financing (the “DIP Financing Notice”) and the Lender other material terms and conditions of the proposed Restricted Financing and attaching a copy of the offer signed by the Person or Persons making such offer. (b) The Buyers shall have the option in its discretion, right to (x) become a lender under that financing arrangement purchase all or any part of the securities offered as part of such Restricted Financing on the same terms and conditions as are set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their Company's written notice. Each Buyer may exercise its right to participate in purchase such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined securities by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon giving a written notice of exercise to the Company from within three Trading Days after such Buyer's receipt of the Lender, Company's notice. Each Buyer shall have the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed right to by purchase such securities pro rata in accordance with their investment in the Company with any other lender(s) as a result of their purchase of Preferred Stock under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by this Agreement. Each Buyer may also notify the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice Company that it will purchase its pro rata share of any such securities not participate in purchased by the DIP Financing. Furtherother Buyers. (c) If the Buyers shall not have exercised their rights to purchase all of such securities, concurrently with the execution of this Agreement then the Company shall provide have the right to sell all securities not subscribed by the Lender copies of any proposals, term sheets, or commitments that Buyers on the Company has received same terms and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of conditions as those set forth in the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”)'s notice. Further, If the Company shall provide not have sold all such securities within 30 days after the expiration of the three Trading Day period in paragraph (b) above, then the Company shall not sell any such securities unless it first offers to sell such securities to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that Buyers in accordance with the Company may receive.procedures set forth in this Section IV.K.

Right of First Refusal. In Lessor hereby grants to Lessee a right of first refusal to purchase or lease the event thatLeased Premises, (herein called "the property") to be exercised in the following manner. If the Lessor shall receive a bona fide offer from another person or entity to purchase or lease the date hereof property, or any portion thereof, the Lessor shall send to and including the later of (i) July 31, 2014 or (ii) the end Lessee a copy of the Forbearance Period (proposed contract, and shall further notify the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions Lessee of the Recovery Act permitting funding on a priority or super-priority basis THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. intention of the Lessor to accept the same. The Lessee shall then have the right within thirty (or similar law providing 30) days to accept the terms of the said contract in its own name for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) gross purchase price or rental and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms specified in the same contract, and shall enter into a contract with Lessor setting forth those same terms and conditions. If the Lessee shall not so elect within the same period, the Lessor may then sell or lease the property to the said buyer or lessee, provided that such sale or lease is on the same terms and conditions and for the price set forth in the same contract submitted to the Lessee. This right of first refusal shall continue during the term of this lease agreement describing said financing arrangement and for ten (with the commitments under such financing arrangement to be allocated pro rata among the Lender and 10) years thereafter. This right of first refusal shall not prohibit any transfer of the lenders under property between the Scotiabank Facility exercising their current owners, nor shall it prohibit the gift or devise of the property by a current owner to spouse or issue, provided that the terms of this right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility first refusal shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement binding upon said spouse or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveissue.

Right of First Refusal. In (a) If the event thatRecipient proposes to transfer any vested Shares, from then the date hereof to and including the later of (i) July 31, 2014 or (ii) the end Recipient shall first give written notice of the Forbearance Period proposed transfer (the “ROFR PeriodTransfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Recipient proposes to transfer (the “Offered Shares”), the Company agrees to any financing arrangement wherein advances will be made under the provisions price per share and all other material terms and conditions of the Recovery Act permitting funding on a priority or super-priority basis transfer. (or similar law providing for the restructuring b) For thirty (30) days following its receipt of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)such Transfer Notice, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on purchase all or part of the Offered Shares at the price and upon the terms set forth in the agreement describing said financing arrangement Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Recipient within such 30-day period. Within ten (with 10) days after the commitments under Recipient’s receipt of such financing arrangement notice, the Recipient shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be allocated pro rata among purchased by the Lender and any Company, duly endorsed in blank by the Recipient or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing Offered Shares to the Company. Notwithstanding the foregoingPromptly following receipt of such certificate or certificates, the ROFR Period Company shall terminate deliver or mail to the Recipient a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) Transfer Notice were other than cash against delivery, the Company notifies may pay for the Lender Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its material breach option to purchase the Offered Shares. (c) If the Company does not elect to acquire all of this Agreement and such breach is not cured. Upon written notice the Offered Shares, the Recipient may, within the 30-day period following the expiration of the option granted to the Company from under subsection (b) above, transfer the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by Offered Shares which the Company with any other lender(s) under such DIP Financinghas not elected to acquire to the proposed transferee; provided that such agreement is entered into within 10 Business Days of receipt by transfer shall not be on terms and conditions more favorable to the Lender transferee than those contained in the Transfer Notice. Notwithstanding any of the DIP Financing Notice; provided further that above, all Offered Shares transferred pursuant to this Section 5 shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in Section 4 and the event that the Lender receives the DIP Financing Notice on right of first refusal set forth in this Section 5) and such transferee shall, as a date which is less than 10 Business Days prior condition to such transfer, deliver to the end Company a written instrument confirming that such transferee shall be bound by all of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution terms and conditions of this Agreement Agreement. (d) After the time at which the Offered Shares are required to be delivered to the Company shall provide for transfer to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing pursuant to accept for financing arrangement(ssubsection (b) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furtherabove, the Company shall provide not pay any dividend to the LenderRecipient on account of such Offered Shares or permit the Recipient to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, within one business day after receiptbut shall, copies insofar as permitted by law, treat the Company as the owner of such Offered Shares. (e) The following transactions shall be exempt from the provisions of this Section 5: (1) a transfer of Shares to or for the benefit of any DIP Financing Proposal that Approved Relatives, or to a trust established solely for the benefit of the Recipient and/or Approved Relatives; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in Section 4 and the right of first refusal set forth in this Section 5) and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement. (f) The Company may receiveassign its rights to purchase Offered Shares in any particular transaction under this Section 5 to one or more persons or entities. (g) The provisions of this Section 5 shall terminate upon the earlier of the following events: (1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or (2) a Change in Control. (h) The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

Right of First Refusal. In Subject to transfers permitted under Section 3, at any time/after the event thatfourth anniversary of the Closing Date and prior to a public offering of Common Stock, a Stockholder (a "Selling Stockholder" for purposes of this Section 5) may sell for cash all or any portion of the capital stock of the Company held by him or it (whether now or hereafter acquired) at any time, pursuant to a bona fide offer from a third party, subject to such Selling Stockholder's compliance with the date hereof following provisions: (a) The Selling Stockholder shall promptly deliver a notice of intention to and including the later of sell (a "Sale Notice") to (i) July 31if the Selling Stockholder is a WCAS Stockholder or any of its Affiliates, 2014 KKR Fund or (ii) if the end Selling Stockholder is KKR Fund or any of its Affiliates, the WCAS Stockholders (the "Offeree Stockholder") setting forth in reasonable detail the capital stock of the Forbearance Period Company to be sold (the “ROFR Period”"Subject Securities"), the Company agrees identity of the proposed purchaser and the proposed purchase price and terms of sale (including a copy of any written offer or indication of interest). (b) Upon receipt of a Sale Notice from the Selling Stockholder, the Offeree Stockholder shall have the first right and option to any financing arrangement wherein advances will elect to purchase at the price and on the terms stated in the Sale Notice, all, but not less than all, of the Subject Securities. In the event that such Stockholder shall elect to purchase all or part of the Subject Securities, it shall so notify the Selling Stockholder within 20 days (the "Option Period") after the receipt by such Stockholder of the Sale Notice. Any such election shall be made under by written notice (a "Notice of Election") to the provisions Selling Stockholder. (c) If the Notice of Election with respect to the Recovery Act permitting funding Subject Securities shall have been received as aforesaid by the Selling Stockholder, the Selling Stockholder shall sell such Subject Securities to the Offeree Stockholder at the price and on a priority or super-priority basis (or similar law providing for the restructuring terms stated in the Sale Notice. The closing of such sale of Subject Securities shall take place at the offices of the Company’s obligations under Puerto Rico law) , or such other location as the Stockholders may mutually select, no later than 30 days following the expiration of the Option Period (a “DIP Financing”), or upon the Company shall provide immediate notice to the Lender expiration of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined longer period if required by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall governlaw), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously earlier date as may be agreed to by the Company with any other lender(s) under Stockholders. At such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by closing the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.Selling

Right of First Refusal. (a) Except as provided in Section 3.4, Canopy shall not Transfer any Securities unless Canopy shall have first provided the Investors with written notice of the proposed transfer of such Securities (the "SUBJECT SECURITIES"), and shall have offered to sell to the Investors all of such Subject Securities (an "OFFER NOTICE"). The Offer Notice shall include a statement of intention to Transfer the Subject Securities to a third party, the plan of disposition, and if the Transfer is pursuant to a bona fide offer ("BONA FIDE OFFER") of a third party (the "BONA FIDE TRANSFEREE") the name and address of the Bona Fide Transferee and all of the terms of the Bona Fide Offer. (b) The Investors shall have the right to purchase, severally or jointly, all or any portion of the Subject Securities, and shall exercise such right by Advent providing written notice thereof (an "ELECTION NOTICE") to Canopy within ten (10) days after the Investors' receipt of the Offer Notice. In the event thatElection Notice, from Advent shall indicate the number of Subject Securities to be purchased, the Investors that will be purchasing such Subject Securities, and the date hereof for the closing of such purchase (which shall not be more than twenty (20) days after the date Advent provides such Election Notice). (c) If the offer of Subject Securities is pursuant to a Bona Fide Offer and including is for cash or cash plus deferred payments of cash, the Investors shall pay a purchase price per share for the Subject Securities equal to the price per share offered to be paid by the Bona Fide Transferee described in the Offer Notice, which price shall be paid in cash or, if so provided in the offer of the Bona Fide Transferee, cash plus deferred payments of cash in the same proportions and on the same terms of deferred payment as set forth in the Bona Fide Offer. (d) If the offer of Subject Securities is pursuant to a Bona Fide offer and is for consideration other than cash or cash plus deferred payments of cash, the Investor shall pay the cash equivalent of such other consideration. If Canopy and the Investors cannot agree on the amount of such cash equivalent within ten (10) days after Advent provides the Election Notice to Canopy, either Canopy or Advent may, by three (3) days' written notice to the other, initiate appraisal proceedings for determination of the cash equivalent. The Investors may choose to revoke their election to purchase Subject Securities based on the determination of the appraised value of the cash equivalent pursuant to Section 3.2(e) below, and shall exercise such option by providing written notice to Canopy of such revocation within ten (10) days after such determination. (e) If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for Subject Securities, then Canopy and Advent shall each promptly (but no later than five (5) days thereafter) appoint as an appraiser an individual who shall be a member of an independent investment banking firm. Each appraiser shall, within twenty (20) days of appointment, separately investigate the value of the consideration for the Subject Securities as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to Canopy as a result of receiving cash rather than other consideration. If the appraised values of such consideration (the "EARLIER APPRAISALS") vary by less than ten percent (10%), the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the appraised values vary by more than ten percent (10%), the appraisers, within ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a nationally recognized investment banking firm. The third appraiser shall, within twenty (20) days of his appointment, determine which one of the Earlier Appraisals more accurately represents the value of the consideration for the Subject Securities and such appraisal will control. If any party fails to appoint an appraiser within five (5) days after the initiation of an appraisal procedure or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. Canopy and the Investors shall each bear the cost of its respective appointed appraiser, and the cost of the third appraisal shall be shared equally by Canopy and the Investors. (f) If the proposed Transfer of Subject Securities is not pursuant to a Bona Fide Offer, the Investors shall pay cash in an amount equal to the average closing price per share of Common Stock on the Nasdaq SmallCap Market for the twenty (20) trading days prior to (and not including) the date of the Election Notice, multiplied by the number of Subject Securities to be purchased as set forth in the Election Notice. (g) The closing of the purchase shall take place at such time, date and location as shall be mutually agreeable to Canopy and Advent (but not later than twenty (20) days after the last Election Notice is given or, if an appraisal procedure is initiated pursuant to Section 3.2(d), the final determination of the value of the cash equivalent). The purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash shall be delivered at the closing. In connection with such closing, neither Canopy nor the Investors shall be required, at any time prior to or at the closing, to make any representation to the other parties concerning whether such party is in possession of any material, non-public information regarding the Company. At the closing, Canopy shall deliver to the Investors the certificates evidencing the Subject Securities to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. (h) To the extent that the Investors decline to purchase any Subject Securities, Canopy may Transfer such Subject Securities to the Bona Fide Transferee or other third party only in strict accordance with the terms stated in the Offer Notice. If Canopy shall fail to make such Transfer within sixty (60) days following (i) July 31, 2014 the expiration of the time period provided in Section 3.2(b) for Advent to deliver an Election Notice or (ii) the end date Canopy receives notice of the Forbearance Period (the “ROFR Period”), the Company agrees Investors' revocation of their election to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of purchase such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Subject Securities pursuant to Section 4(b)(viii) hereof or (B) 3.2(d), as the Company notifies case may be, such Subject Securities shall again become subject to the Lender of its material breach restrictions of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 3.2.

Right of First Refusal. If at any time any Holder (a "SELLING HOLDER") shall determine to sell, transfer or otherwise dispose of any Warrants to any other Person or Persons, the Selling Holder shall first give written notice (the "RIGHT OF FIRST REFUSAL NOTICE") to the Company specifying the number and type of Warrants proposed to be sold, transferred or otherwise disposed, and the name of the prospective purchaser and setting forth in reasonable detail, the price and other terms and conditions upon which the Selling Holder proposes to sell such Warrants. The Right of First Refusal Notice shall offer to sell all such Warrants to the Company on the same terms and conditions (including price) as are being offered to the prospective purchaser. In the event thatthat all or any portion of the consideration shall consist of anything other than cash, the price shall be the fair market value of such consideration as determined by the Selling Holder in its reasonable discretion. The Company shall have 30 days from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end receipt of the Forbearance Period (Right of First Refusal Notice to give written notice of its intention to accept or reject such offer. Failure to respond within such 30-day period shall be deemed notice of rejection. In the “ROFR Period”)event that the Company notifies the Selling Holder of its intention to accept such offer, such acceptance notice, taken in conjunction with the Right of First Refusal Notice shall constitute a valid and legally binding purchase and sale agreement, and payment in cash shall be made within 30 days following the receipt by the Selling Holder of such acceptance notice. In the event that the Company rejects or is deemed to have rejected the offer, the Company agrees Selling Holder shall be free to any financing arrangement wherein advances will be made under the provisions proceed to sell, transfer or otherwise dispose of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice such Warrants to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement prospective purchaser on the terms and conditions set forth in the agreement describing said financing arrangement Right of First Refusal Notice. In the event the Selling Holder fails to complete the proposed sale, transfer or other disposition within 180 days after the Company has rejected or is deemed to have rejected the offer, such Warrants shall again be subject to the provisions of this and Section 15(c). Notwithstanding anything to the contrary set forth in this Section 15(c), the provisions of this Section 15(c) shall not apply to any sale, transfer or other disposition by any Holder (i) to any Affiliate of such Holder, any other Holder, or the Company, (ii) in connection with the commitments under such financing arrangement to be allocated pro rata among the Lender and any registration of securities of the lenders under Company to which Article II of the Scotiabank Facility exercising their right Registration Rights Agreement applies, (iii) pursuant to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share the provisions of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Section 15(b) of this Agreement, or (yiv) propose equivalent in connection or better terms together with the sale, transfer or other disposition of financing all or any portion of the Notes held by such Holder, or (v) any pledge or grant of a security interest by any Holder of its Warrants to a trustee for the benefit of secured noteholders pursuant to documents relating to the Companyfinancing of such Holder; provided, however, that any foreclosure on such Warrants shall be subject to the restrictions contained in this Section 15(c). Notwithstanding The Company shall be entitled to assign its rights and delegate its obligations under and in connection with the foregoingforegoing right of first refusal to Parent, and Parent shall thereupon have the right to exercise all of the rights of the Company with respect to the purchase of Warrants as to which such rights are assigned. As a condition to the transfer of Warrants by any Holder, the ROFR Period transferee shall terminate in the event that (A) the Forbearance Period terminates pursuant be required to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of become a party to this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver thereupon be deemed a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution "Holder" for purposes of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”Section 15(c). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In (a) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Offered Securities unless in each case the event that, from the date hereof Corporation shall have first offered to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees sell to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender each Investor an amount of such DIP Financing (Offered Securities equal to that amount of Offered Securities which the “DIP Financing Notice”) and the Lender shall have the option in its discretionInvestor would be entitled to purchase based on each Investor's Equity Percentage, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (herein. Each Investor may delegate its rights and obligations with the commitments under respect to such financing arrangement Offer to one or more members of its Group, which members shall thereafter be deemed to be allocated pro rata among "Investors" for the Lender and any purpose of applying this Section 2.3 to such Offer. (b) The Corporation shall deliver to each Investor written notice of the lenders under offer to sell the Scotiabank Facility exercising their right Offered Securities, specifying the price and terms and conditions of the offer (the "Offer"). The Offer by its terms shall remain open and irrevocable for a period of twenty (20 days from the date of its delivery to participate in such financing arrangement Investor (each, an “Exercising Lender”the "20-Day Period"), subject to extension to include the Excess Securities Period (as such that each Exercising Lender’s proportionate share of such financing facility term is hereinafter defined). (c) Each Investor shall be determined evidence its intention to accept the Offer by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, delivering a written notice signed by the aggregate principal amount outstanding Investor setting forth the number of shares that the Investor elects to all Exercising Lenders under purchase (the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern"Notice of Acceptance"), or (y) propose equivalent or better terms . The Notice of financing Acceptance must be delivered to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days Corporation prior to the end of the ROFR Period 20-Day Period. (d) If any Investor fails to exercise its right hereunder to purchase its Equity Percentage of the Offered Securities, the Corporation shall so notify the other Investors in a written notice (the “"Excess Securities Notice"). The Excess Securities Notice Date”shall be given by the Corporation promptly after it learns of any Investor's intention not to purchase all of its Equity Percentage of the Offered Securities, but in no event later than ten (10) days after the expiration of the 20-Day Period. The Investors who or which have agreed to purchase their Equity Percentage of the Offered Securities shall have the right to purchase the portion not purchased by such Investor (the "Excess Securities"), on a pro rata basis, by giving notice within ten (10) days after receipt of the Forbearance Excess Securities Notice from the Corporation. The twenty (20) day period during which (i) the Corporation must give the Excess Securities Notice to the other Investors, and (ii) each of the other Investors must give the Corporation notice of its intention to purchase all or any portion of its pro rata share of the its Excess Securities, is hereinafter referred to as the "Excess Securities Period." (e) If the Investors tender their Notice of Acceptance prior to the end of the 20-Day Period indicating their intention to purchase all of the Offered Securities or, if prior to the termination of the Excess Securities Period, the Investors tender Excess Securities Notices to purchase all of the Excess Securities, the Corporation shall schedule a closing of the sale of all such Offered Securities. Upon the closing of the sale of the Offered Securities to be purchased by the Investors, each Investor shall (i) purchase from the Corporation that portion of the Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and an Excess Securities Notice, if applicable, upon the terms specified in the Offer, and (ii) execute and deliver an agreement further restricting transfer of such Offered Securities substantially as set forth in Section 3.1, 3.2 and 3.3 of this Agreement. In addition, with respect to the Offered Securities being purchased by the Investors, the Corporation shall provide each such Investor with the rights and benefits set forth in this Agreement. The obligation of the Investors to purchase such Offered Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Offer, which shall be automatically extended by 10 Business Day period starting reasonably satisfactory in form and substance to such Investor and the Investor's counsel. (f) The Corporation shall have one hundred twenty (120) days from the Notice Dateexpiration of the 20-Day Period, unless or the Lender has provided notice that it will not participate Excess Securities Period, if applicable, to sell the Offered Securities (including the Excess Securities) refused by the Investors (the "Refused Securities") to any other person or persons, but only upon terms and conditions which are in all material respects (including, without limitation, price and interest rate) no more favorable to such other person or persons, and no less favorable to the Corporation, than those set forth in the DIP FinancingOffer. FurtherUpon and subject to the closing of the sale of all of the Refused Securities (which shall include full payment to the Corporation), concurrently each Investor shall (i) purchase from the Corporation those Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and an Excess Securities Notice, if applicable, upon the terms specified in the Offer, and (ii) execute and deliver an agreement restricting transfer of such Offered Securities (including the Excess Securities) substantially as set forth in Sections 3.1, 3.2 and 3.3 of this Agreement. In addition, with respect to the Offered Securities being purchased by the Investors, the Corporation shall provide each such Investor with the execution rights and benefits set forth in this Agreement. The Corporation agrees, as a condition precedent to accepting payment for and making delivery of this Agreement the Company shall provide any Refused Securities to any executive officer, employee, consultant or independent contractor of or to the Lender copies of any proposals, term sheetsCorporation, or commitments that to any other person, to have each and every such person execute and deliver a Registration Rights Agreement substantially in the Company has received and is willing form attached hereto as Exhibit A, or as may be modified or amended from time to accept for financing arrangement(s) time with the Company wherein advances will prior approval of the holders of a majority of the combined voting power of the Investors holding Series A Preferred Shares, calculated in accordance with Section 6(a) of the Certificate (including in such calculation, any outstanding Restricted Shares held by such holders), to the extent such purchaser has not already executed such Agreement. The obligation of the Investor to purchase such Offered Securities (including the Excess Securities) is further conditioned upon the preparation of a purchase agreement embodying the terms of the Offer, which shall be made reasonably satisfactory in form and substance to such Investor and the Investor's counsel. (g) In each case, any Offered Securities not purchased either by the Investors or by any other person in accordance with this Section 2.3 may not be sold or otherwise disposed of until they are again offered to the Investors under the provisions procedures specified in Paragraphs (a), (b), (c), (d), (e) and (f) hereof. (h) Each Investor may, by prior written consent, waive its rights under this Section 2.3. Such a waiver shall be deemed a limited waiver and shall only apply to the extent specifically set forth in the written consent of such Investor. (i) Notwithstanding the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furtherforegoing, the Company shall provide Corporation may issue shares in connection with the Authorized Issuance without being subject to the Lender, within one business day after receipt, copies right of any DIP Financing Proposal that the Company may receivefirst refusal set forth in this Section 2.3.

Right of First Refusal. (a) In the event thatany Member (a "Selling Member") receives a bona fide written offer (the "Sale Offer") from any Person (other than a Member or an Affiliate of a Member) to purchase all or any portion of such Selling Member's Membership Interest (the "Sale Interest") for a purchase price denominated and payable in United States dollars, from then the date hereof Selling Member shall first, prior to accepting such Sale Offer, provide to the other Member (the "non-Selling Member") Notice (an "Offering Notice") specifying in detail the price, terms and including the later of (i) July 31, 2014 or (ii) the end conditions of the Forbearance Period (Sale Offer along with the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions name of the Recovery Act permitting funding on proposed purchaser (such proposed purchaser being a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico lawfully disclosed principal) (together with a “DIP Financing”), the Company shall provide immediate notice to the Lender complete copy of such DIP Financing Sale Offer. The non-Selling Member shall have an obligation to keep such Sale Offer confidential and shall not have the right to contact the Person making the Sale Offer until such Sale Offer is either accepted or deemed rejected pursuant to this Section 9.4. (the “DIP Financing Notice”b) and the Lender The non-Selling Member shall have the option in its discretionright, irrevocable for a period of ninety (90) days after receipt of the Offering Notice (the "Member Offer Period") to (x) become a lender under that financing arrangement on purchase the Sale Interest at the price and upon the terms set forth in the agreement describing said financing arrangement (with Sale Offer; subject, however, to the commitments under such financing arrangement modifications set forth in this Section 9.4. The non-Selling Member may not elect to be allocated pro rata among the Lender and any purchase less than all of the lenders under Sale Interest. If the Scotiabank Facility exercising their right non-Selling Member does not timely accept the Sale Offer and elect to participate purchase such Sale Interest within the ninety (90) day period described above and consummate the purchase as set forth below, the Sale Offer set forth in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility the Offering Notice shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, deemed rejected as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under of the Credit Agreement Sale Interest and for a period of thirty (30) days after the Scotiabank FacilitySale Offer is so rejected, the Selling Member shall be free to dispose of the Sale Interest at (but only at) the price and on (but only on) the terms and conditions of the Sale Offer set forth in the Offering Notice. Such disposal shall be subject, however, to the provisions set forth in Section 9.4 below. (c) Subject to the provisions of Section 9.4(d) below, the non-Selling Member may purchase all and not less than all of the Sale Interest upon the terms and conditions set forth in the Offering Notice; provided, however, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing Transfer from the Selling Member to the Company. Notwithstanding the foregoing, the ROFR Period non-Selling Member shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice be consummated on a date which is less not more than 10 Business Days prior one hundred twenty (120) days after the non-Selling Member notifies the Selling Member of its desire to purchase the Sale Interest. (d) In the event the non-Selling Member elects to purchase the Sale Interest and does not timely consummate the purchase of the Sale Interest pursuant to this Section 9.4, the Selling Member shall thereafter have the right to Transfer such Sale Interest to any Person making a bona fide offer for such Sale Interest without first having to offer such to the end non-Selling Member pursuant to this Section 9.4 subject, however, to the provisions set forth in Section 9.5. (e) Except as provided in Section 9.4(d), if the Selling Member does not timely Transfer the Sale Interest within the thirty (30) day period following the non-Selling Member's rejection of the ROFR Period (the “Notice Date”)Sale Offer, the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions rights of the Recovery Act permitting funding on a priority non-Selling Member as set forth in this Section 9.4 shall again apply to any subsequent Transfer of all or super-priority basis (or similar law providing for the restructuring any portion of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSelling Member's Membership Interest.

Right of First Refusal. In Shares of Common Stock that you acquire upon exercise of your option are subject to the event thatright of first refusal described below. The Company’s right of first refusal shall expire on the Listing Date as defined in the Plan. (a) Subject to compliance with applicable securities laws, from prior to the date hereof to and including Listing Date, you may not validly transfer (as hereinafter defined) any shares of stock purchased on exercise of the later of option, or any interest in such shares, unless such transfer is made in compliance with the following provisions: (i) July 31Before there can be a valid transfer of any shares or any interest therein, 2014 the record holder of the shares to be transferred (the “Offered Shares”) shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the “notice date” and the record holder of the Offered Shares shall be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the shares acquired upon exercise of this option shall be immediately subject to the Company’s Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately before such event. AWARD NO. NAME: (ii) For a period of thirty (30) calendar days after the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)notice date, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to purchase all (xbut not less than all) become a lender under that financing arrangement of the Offered Shares at the purchase price and on the terms set forth in the agreement describing said financing arrangement subsection 10(a)(iii) (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any “Right of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising LenderFirst Refusal”), such that each Exercising Lender’s proportionate share . The Company may exercise its Right of such financing facility shall be determined First Refusal by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement mailing (by registered or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (ycertified mail) propose equivalent or better terms written notice of financing exercise of its Right of First Refusal to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days Offeror prior to the end of said thirty (30) days. (iii) The price at which the ROFR Period (Company may purchase the “Notice Date”), Offered Shares pursuant to the Forbearance Period exercise of its Right of First Refusal shall be automatically extended the cash price offered for the Offered Shares by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate proposed transferee (as set forth in the DIP Financingnotice required under subsection 10(a)(i)). FurtherThe Company’s notice of exercise of its Right of First Refusal shall be accompanied by full payment for the Offered Shares and, concurrently with upon such payment by the execution of this Agreement Company, the Company shall provide acquire full right, title and interest to all of the Offered Shares. (iv) If, and only if, the option given pursuant to subsection 10(a)(ii) is not exercised, the transfer proposed in the notice given pursuant to subsection 10(a)(i) may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said 30-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said 30-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with subsection 10(a). (b) As used in this Section 10, the term “transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company’s stock or any legal or equitable interest therein; provided, however, that the term “transfer” does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution. (c) None of the shares of the Company’s stock purchased on exercise of this option shall be transferred on the Company’s books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 10 have been complied with in all respects. The certificates of stock evidencing shares of stock purchased on exercise of this option shall bear an appropriate legend referring to the Lender copies transfer restrictions imposed by this Section 10. (d) To ensure that shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company, the Company may require you to deposit the certificate(s) evidencing the shares that you purchase upon exercise of this option with an escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of exercise of your option, the Company reserves the right at any proposalstime to require you to so deposit the certificate(s) in escrow. As soon as practicable after the expiration of the Company’s Right of First Refusal, term sheetsthe agent shall deliver to you the shares and any other property no longer subject to such restriction. In the event the shares and any other property held in escrow are subject to AWARD NO. NAME: the Company’s exercise of its Right of First Refusal, or commitments the notices required to be given to you shall be given to the escrow agent, and any payment required to be given to you shall be given to the escrow agent. Within thirty (30) days after payment by the Company for the Offered Shares, the escrow agent shall deliver the Offered Shares that the Company has received and is willing repurchased to accept for financing arrangement(s) with the Company wherein advances will be made under and shall deliver the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, payment received from the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveyou.

Right of First Refusal. In (a) If any holder of Employee Securities, TCW Securities or NYLIM Securities (for purposes of this Section 3.2(a), a “Selling Security Holder”) proposes to sell any or all of his Employee Securities, TCW Securities or NYLIM Securities, as the event thatcase may be (other than an Exempt Employee Transfer, from an Exempt TCW Transfer or an Exempt NYLIM Transfer) to a third party (a “Proposed Sale”) prior to (A) a Public Offering resulting in a public market for the date hereof Securities and (B) a Sale of the Company or Company Sale (it being understood, for the avoidance of doubt, that the transactions described in clauses (A) and (B) shall not constitute a Proposed Sale), and Vestar V has consented to and including such Proposed Sale (which consent may be withheld in its sole discretion), such Selling Security Holder shall first notify the later of Company in writing, which notice shall (i) July 31state such Selling Security Holder’s intention to sell Employee Securities, 2014 TCW Securities or NYLIM Securities, as the case may be, to one or more persons, the amount of Employee Securities, TCW Securities or NYLIM 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 (ii) contain an irrevocable offer to sell such Employee Securities, TCW Securities or NYLIM Securities 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 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 Proposed Sale Notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities, all of the TCW Securities or all of the NYLIM Securities (as the case may be) covered by the Proposed Sale Notice at the same price and on the same terms and conditions of the Proposed Sale (or, if the Proposed Sale 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 Board, 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 Security Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Security Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities, TCW Securities or NYLIM Securities so purchased, appropriately endorsed by the Selling Security Holder. If at the end of the Forbearance Period (the “ROFR Period”)30-day period, the Company agrees has not elected to any financing arrangement wherein advances will be made under the provisions exercise its right to purchase all of the Recovery Act permitting funding on a priority Employee Securities, all of TCW Securities or super-priority basis (or similar law providing for the restructuring all of the Company’s obligations under Puerto Rico lawNYLIM Securities (as the case may be) (a “DIP Financing”), covered by the Proposed Sale Notice as described above or the Company shall provide immediate notice to has not tendered the Lender of purchase price for such DIP Financing (securities in the “DIP Financing Notice”) and the Lender manner set forth above, Vestar shall have the right and option in its discretionfor fifteen (15) days after the end of the aforementioned 30-day period to purchase all of the Employee Securities, to all of the TCW Securities or all of the NYLIM Securities (xas the case may be) become a lender under that financing arrangement covered by the Proposed Sale Notice at the same price and on the same terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any conditions of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement Proposed Sale (eachor, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocationProposed Sale includes any consideration other than cash, then such alternative allocation shall govern)then, or (y) propose at the sole option of Vestar, at the equivalent or better terms of financing to the Company. Notwithstanding the foregoingall cash price, the ROFR Period shall terminate reasonably determined in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing good faith by mutual agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; Selling Security Holder and Vestar (provided further that in the event that the Lender receives Selling Security Holder and Vestar are unable to mutually agree on such cash price, then such determination shall be made in accordance with Section 9.11 of this Agreement), by delivering a certified bank check or checks in the DIP Financing Notice on a date which is less than 10 Business Days prior appropriate amount (or by wire transfer of immediately available funds, if the Selling Security Holder provides to Vestar wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Security Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities, TCW Securities or NYLIM Securities so purchased, appropriately endorsed by the Selling Security Holder. If at the end of the ROFR Period (15-day period, neither the “Notice Date”)Company nor Vestar has tendered the purchase price for such securities in the manner set forth above, the Forbearance Period Selling Security Holder may, during the succeeding 30-day period, sell not less than all of the Employee Securities, all of the TCW Securities or all of the NYLIM Securities (as the case may be) covered by the Proposed Sale to a third party on terms no less favorable to Selling Security Holder than those contained in the Proposed Sale Notice. Promptly after such sale, the Selling Security 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 requested by the Company. If, at the end of sixth (60) days following the expiration of the 30-day period during which the Company is entitled hereunder to purchase the Employee Securities, TCW Securities or NYLIM Securities, the Selling Security Holder has not completed the sale of such securities as aforesaid, all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such Employee Securities, TCW Securities or NYLIM Securities. Any action by Vestar contemplated by this Section 3.2(b) shall be automatically extended deemed to have been taken by 10 Business Day period starting from Vestar if such action is taken by the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveVestar Majority Holders.

Right of First Refusal. In At any time after the event that, from the date hereof to and including the later of first thirty-six (i36) July 31, 2014 or (ii) the end months of the Forbearance Period Primary Term, and from time to time thereafter if Lessor shall desire to sell the Premises (at which time Lessor shall endeavor to notify Lessee of such desire) and shall receive a bona fide written offer from any third party, (the “Third Party Purchaser”) or otherwise agree to a sale of the Premises, pursuant to a letter of intent or otherwise (the “ROFR PeriodSale Contract”), the Company agrees Lessor shall by written notice to any financing arrangement wherein advances will be made under the provisions Lessee (including a copy of the Recovery Act permitting funding on ROFR Sale Contract), offer to Lessee the right to enter into a priority or super-priority basis (or similar law providing contract for the restructuring purchase of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), Premises at the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) purchase price and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement ROFR Sale Contract and Lessee shall have ten (with 10) business days after receipt of such notice and offer in which to accept in writing such terms and conditions. Upon any acceptance of such offer by Lessee, Lessor and Lessee shall enter into a contract for the commitments under such financing arrangement to be allocated pro rata among the Lender and any purchase of the lenders under Premises at the Scotiabank Facility exercising their right purchase price and upon the terms and conditions specified in the notice from Lessor to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the CompanyLessee. Notwithstanding the foregoing, the ROFR Period shall terminate in In the event that (A) the Forbearance Period terminates pursuant Lessee shall fail to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating accept the terms previously agreed and conditions of sale by written notification to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days Lessor prior to the end expiration of such 10-business-day period, Lessor shall thereafter be free to sell the Premises to the Third Party Purchaser at the purchase price and on substantially similar terms to those in the ROFR Sale Contract. The right of first refusal contained in this Section 1.06 shall apply to each agreement to sell the Premises after the first thirty-six (36) months of the ROFR Period (Primary Term and shall not apply to a foreclosure or similar sale of the “Notice Date”), Premises by any holder of a mortgage on the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide Premises or to the Lender copies granting of any proposals, term sheets, or commitments that a deed in lieu of foreclosure by Lessor to such holder and shall not apply to the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions subsequent sale of the Recovery Act permitting funding on Premises by a priority or super-priority basis (or similar law providing for the restructuring purchaser of the Company’s obligations under Puerto Rico law) (each such proposal, Premises at a “DIP Financing Proposal”). Further, foreclosure or a similar sale or by the Company shall provide to the Lender, within one business day after receipt, copies grantee of any DIP Financing Proposal that the Company may receivea deed in lieu of foreclosure.

Right of First Refusal. In (a) Subject to the event thatterms and conditions of the Fourth Amended and Restated Registration Rights Agreement, from dated as of the date hereof hereof, among the Company and the other parties thereto (the "Fourth Amended and Restated Registration Rights Agreement"), if a Shareholder wishes to and including sell all or any portion of the later of Shares owned by such Shareholder (iother than a distribution pursuant to paragraph (b) July 31, 2014 or (iic) of Section 2 hereof), such Shareholder (or the end legal representative of such Shareholder, as the Forbearance Period case may be), (the “ROFR Period”"Selling Shareholder"), the Company agrees shall promptly deliver a notice of intention to any financing arrangement wherein advances will be made under the provisions sell (a "Notice of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of Intention to Sell") to the Company’s obligations under Puerto Rico law) (, which notice shall set forth, in such Shareholder's good faith belief, the number of Shares to be sold and the proposed purchase price per Share and terms of sale. Upon receipt of a “DIP Financing”)Notice of Intention to Sell, the Company shall provide immediate have the right and option to elect to purchase all or part of said Shares, at the purchase price and on the terms stated in the Notice of Intention to .Sell, such election to be made by the Company. by written notice to the Lender Selling Shareholder within 20 business days after receipt by the Company of such DIP Financing Notice of Intention to Sell from the Selling Shareholder (the “DIP Financing Notice”"Acceptance Period") and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on . If the terms set forth stated in the agreement describing said financing arrangement (with Notice of Intention to Sell involve consideration other than cash, the commitments under such financing arrangement to be allocated pro rata among the Lender and any value of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility non-cash consideration shall be determined by dividing agreement of the principal amount outstanding to Company and the Selling Shareholder. or, absent such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicableagreement, by an appraiser mutually acceptable to the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement Company and the Scotiabank FacilitySelling Shareholder, providedin which event the Company and the Selling Shareholder each shall bear one-half of the costs of compensating such appraiser. (b) If the Company fails to elect to purchase all of the Shares pursuant to paragraph (a) above, that if the Exercising Lenders agree on an alternative allocationCompany shall immediately deliver to each Eligible Shareholder a copy of the Notice of Intention to Sell and a statement indicating the number of Shares not purchased by the Company and remaining available for purchase by the Eligible Shareholders, then such alternative allocation whereupon each Eligible Shareholder shall govern), or (y) propose equivalent or better terms have the right and option to elect to purchase up to its Proportionate Percentage of financing to said Shares not purchased by the Company. Notwithstanding , at the foregoing, purchase price and on the ROFR Period shall terminate terms stated in the event that (A) the Forbearance Period terminates pursuant Notice of Intention to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and Sell, such breach is not cured. Upon election to be made by such Eligible Shareholder by written notice to the Company within 20 business days after receipt by such Eligible Shareholders of such Notice of Intention to Sell from the LenderCompany (the "Eligible Shareholder Acceptance Period"). (c) If any Eligible Shareholder fails-to elect to purchase all of such Proportionate Percentage of Shares pursuant to paragraph (b) above on a timely basis, or elects in writing not to do so, then within ten business days after the parties shall negotiate, execute earlier to occur of (i) the expiration of the Eligible Shareholder Acceptance Period and deliver a financing agreement incorporating the terms previously agreed to (ii) receipt by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender either. written notices of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting election or nonelection from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). FurtherEligible Shareholder, the Company shall provide give written notice to the LenderEligible Shareholders, if any, that have accepted such offer with respect to all of their Proportionate Percentages of the Shares described in the Notice of Intention to Sell, setting forth the number of Shares remaining available for purchase pursuant to the Notice of Intention to Sell. Said Eligible Shareholders shall then have the right and option to elect to purchase the Shares so remaining available, in proportion to the respective numbers of Common Equivalent Shares owned by them, or in such other proportions as they may agree, at the purchase price and on the terms stated in the Notice of Intention to Sell, by delivery of a further written notice to the Company within one ten business days after receipt of notice from the Company as aforesaid. Said Eligible Shareholders shall also have the right and option, exercisable by so specifying in such further written notice, to purchase any of such remaining Shares not purchased by such other Eligible Shareholders, in proportion to the respective numbers of Common Equivalent Shares owned by them, or in such other proportions as they may agree. The Company shall promptly notify the Selling Shareholder in writing of each notice of election received from Eligible Shareholders pursuant to paragraph (b) above or this paragraph (c). (d) If effective acceptances shall not be received pursuant to paragraphs (a), (b) and (c) above in respect of all he Shares subject thereto, then the Selling Shareholder may, at its election, either (i) rescind its original Notice of Intention o Sell, which rescission shall be effected by notice in writing delivered to each Eligible Shareholder which shall have elected to purchase and to the Company within five business days after the last date on which any Eligible Shareholder shall be entitled to make any election pursuant to paragraph (b) or (c) above, and sell all (but not less than all) of the Shares as originally proposed to be sold, or (ii) sell to the Company and the Eligible Shareholders such Shares which the Company and the Eligible Shareholders have elected to purchase pursuant to the foregoing provisions of this Section 3, and sell all (but not less than all) of the remaining Shares which were the subject of the Notice of Intention to Sell to an outside purchaser, at a purchase price and upon terms not more favorable to such purchaser than those stated in the original Notice of Intention to Sell, at any time within 60 business days after the last date on which any Eligible Shareholder shall be entitled to make any election pursuant to paragraph (b) or (c) above. In the event any such remaining Shares are not sold by the Selling Shareholder during such 60 business-day after receiptperiod, copies the right of the Selling Shareholder to sell such Shares shall expire and such Shares shall again be subject to the restrictions contained in this Agreement and shall not thereafter be sold,, transferred, assigned, distributed, encumbered or otherwise disposed of except in compliance with the applicable provisions of this Agreement. Notwithstanding .the foregoing provisions of this Section 3, no Selling Shareholder shall have the right to sell to any DIP Financing Proposal outside purchaser any Shares which are included in a Notice of Intention to Sell if such Selling Shareholder did not at the time of giving such Notice of Intention to Sell have a good faith belief that the Company may receiveoutside purchaser would purchase all of such Shares, at the price and on the terms contained in the Notice of Intention to Sell.

Right of First Refusal. In (1) Upon and only upon the event thatoccurrence of a Termination Event, the Concurrent Lessee may, subject to the right of first refusal of the Lessor as set out in section 7.6(b) and the provisions of section 11.8, sell, assign and transfer all of the Concurrent Lessee's right, title and interest in, to or under any and all Concurrent Leases, including Lease Entitlements and Related Rights relating to the underlying Designated Eligible Leases, then held by the Concurrent Lessee. Upon any such sale, assignment or transfer, the purchaser thereunder shall be fully subrogated to all rights, benefits and privileges of the Concurrent Lessee hereunder in respect of the Concurrent Leases other than in respect of the Level Two Credit Enhancement, the Letter of Credit and the Credit Enhancer. (2) If the Concurrent Lessee elects to make such sale pursuant to section 7.6(a), the Concurrent Lessee will give notice thereof to the Lessor and the Credit Enhancer and, subject to section 7.7, the Lessor (or an Affiliate of the Lessor designated by the Lessor) will have the option, exercisable for two Business Days from the date hereof that the Concurrent Lessee's notice is sent to the Lessor, to purchase such Concurrent Leases and the Related Rights by paying to the Concurrent Lessee, by deposit to the Collection Account, an amount equal to the Unamortized Prepaid Rent in respect of each Designated Eligible Lease, calculated as at the date on which such payment is made, plus the Hedging Costs that relates to the Financed Balance under such Designated Eligible Lease on such date, plus any other fees, costs and expenses accrued and reasonably incurred by the Concurrent Lessee, or any other amounts otherwise owing to the Concurrent Lessee, in connection with or under this Agreement or with respect to such Designated Eligible Lease to the date of such payment, including any Swap Unwinding Costs. Such payment shall be made at or before 4:00 p.m. (Toronto time) on the later of second Business Day after the Concurrent Lessee's notice is sent to the Lessor under this section 7.6(b). Upon such payment being made, (i) July 31the Concurrent Leases shall be deemed to have been terminated by the Lessor with respect to the Equipment forming the subject matter of the relevant Designated Eligible Leases, 2014 or (ii) the end Lessor shall cease to be entitled to any further payments of Deferred Rent in respect of such Equipment and (iii) the Concurrent Lessee shall be deemed to have released, re-assigned and reconveyed to the Lessor all of its right, title and interest in and to such Equipment and Lease Entitlements (insofar as they relate to the Designated Eligible Leases relating to such Equipment), without recourse, and subject only to the representations and warranties of the Forbearance Period (the “ROFR Period”)Concurrent Lessee that such right, the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)title and interest is held beneficially by it and is released, the Company shall provide immediate notice transferred, assigned and conveyed to the Lender Lessor free and clear of any Adverse Claims created, suffered or permitted to exist by the Concurrent Lessee, and (iv) the Collector shall pay or transfer to the Lessor all other proceeds of such DIP Financing (Designated Eligible Leases, if any, subsequently received by the “DIP Financing Notice”) and Collector from the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments Lessees under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveDesignated Eligible Leases.

Right of First Refusal. In consideration for the event thatincreased royalties specified in this amendment and the higher than required royalties already paid by Licensee since the beginning of this agreement, from the date hereof Company agrees to and including the later provide Licensee with a Right of First Refusal as follows: (i) July 31the Company’s receipt of any offer or proposal relating to, 2014 or a bona fide indication of interest in, a Sale Transaction, including in the form of a term sheet, letter of intent, email or other writing containing customary details (an “Acquisition Proposal”) (ii) the end determination by the Company’s board of the Forbearance Period directors (the “ROFR PeriodBoard”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring authorization of the Company’s obligations under Puerto Rico lawmanagement, to seek and identify a third party buyer for purposes of effecting a Sale Transaction or (iii) (the Board’s recommendation to the Company’s stockholders to accept a “DIP Financing”)Sale Transaction, any third party tender offer, exchange offer or other sale for all of the issued and outstanding capital stock of the Company, or any sale of all or substantially all the assets of the Company, the Company shall provide immediate Licensee with written notice to the Lender of such DIP Financing Acquisition Proposal, determination, authorization or recommendation (the “DIP Financing Acquisition Notice”) within ten (10) business days. The Acquisition Notice shall set forth the identity of such third party and any information provided by the Lender Company to such third party in connection with such Acquisition Proposal, determination, authorization or recommendation. In the event an Acquisition Notice is delivered pursuant to clauses (ii) or (iii) above, or pursuant to clause (i) above so long as the Board or the Company’s management determines to engage in further discussions with respect to or otherwise pursue such Acquisition Proposal, then (a) Licensee shall have the option in its discretionthirty (30) business days, to (x) become a lender under that financing arrangement beginning on the terms set forth in date of the agreement describing said financing arrangement (Company’s delivery of such Acquisition Notice to notify the Company that it wishes negotiate a Sale Transaction with the commitments under Company and (b) if Licensee gives the Company such financing arrangement to be allocated pro rata among notice within such 30-day period, the Lender and any Company shall, for a period of sixty (60) business days commencing on the date of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising LenderLicensee’s proportionate share delivery of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from (the Lender“Negotiation Period”), negotiate, in good faith and on an exclusive basis, with Licensee (or a designated Affiliate of Licensee) the terms of a potential Sale Transaction between the Company and Licensee or such designated Affiliate. The Board shall consider any proposal for a Sale Transaction made by Licensee or such designated Affiliate during the Negotiation Period in a manner consistent with the Board’s fiduciary duties to the Company and its stockholders. The Company hereby agrees that during the Negotiation Period, the parties Company shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company not enter into or participate in negotiations with any third party that is seeking to make, or has made, an Acquisition Proposal or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement or other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in similar instrument relating to an Acquisition Proposal with any third party. In the event that the Lender receives parties are unable to agree on the DIP Financing Notice on terms of a date which is less than 10 Business Days prior to Sale Transaction during the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). FurtherNegotiation Period, the Company shall provide be free to negotiate with the Lenderthird party that delivered the Acquisition Proposal; provided, within one business day after receipthowever, copies of any DIP Financing Proposal that the Company may receiveshall not enter into a binding agreement with such third party in respect of a Sale Transaction unless the Company has first provided to Licensee the opportunity to execute an agreement on substantially the same terms as those offered to the third party. If, within the Negotiation Period, Licensee has not executed an agreement with the Company equivalent to that offered to the third party, the Company shall be free to enter into such agreement with such third party.

Right of First Refusal. In (a) For the event thattwelve (12) month period following the Closing, from the date hereof to and including Purchaser will have the later right of (i) July 31, 2014 or (ii) the end of the Forbearance Period first refusal (the “ROFR PeriodInitial Purchase Right”)) to purchase, on the same terms as other investors, up to one hundred percent (100%) of any debt securities, equity securities, securities convertible into equity securities, or options or warrants therefor (“Purchase Securities”) that the Company proposes to offer, other than the securities excluded by paragraph (e) below. (b) Subsequent to the twelve (12) month period following the Closing, the Company agrees to any financing arrangement wherein advances Purchaser will be made under have the provisions right of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing first refusal (the “DIP Financing NoticePro-Rata Purchase Right”) to purchase, on the same terms as other investors, that percentage of any Purchase Securities that the Company proposes to offer, other than the securities excluded by paragraph (e) below, which is equal to the Purchaser’s pro rata ownership of the Common Stock of the Company on a fully diluted basis. The Initial Purchase Right and the Lender Pro-Rata Purchase Right are collectively referred to herein as the “Purchase Rights”. (c) If the Company proposes to issue any Purchase Securities, it shall give the Purchaser written notice of its intention, describing the Purchase Securities, the price and the terms and conditions upon which the Company proposes to issue the same, together with a signed and accepted term sheet. The Purchaser shall have ten (10) Trading Days from the option in its discretion, giving of such notice to elect to purchase all or part (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any case of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall governInitial Purchase Right), or part (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) case of the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) Pro-Rata Purchase Right), of the Company notifies Purchase Securities for the Lender of its material breach of this Agreement price and such breach is not cured. Upon upon the terms and conditions specified in the notice by giving written notice to the Company from and stating therein the Lender, quantity of such Purchase Securities to be purchased. (d) The Purchaser shall then effect the parties shall negotiate, execute and deliver a financing agreement incorporating purchase of the terms previously agreed to Purchase Securities at the closing of the issuance of Purchase Securities described in the notice delivered by the Company with any other lender(spursuant to paragraph (c) under above. On the date of such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Furtherclosing, the Company shall provide deliver to the LenderPurchaser the certificates representing the Purchase Securities to be purchased by the Purchaser, within one business day after receipteach certificate to be properly endorsed for transfer, copies of any DIP Financing Proposal that and at such time, the Purchaser shall pay the purchase price for the Purchase Securities. (e) If the Purchaser fails to exercise in full its Purchase Right, the Company may receiveshall have ninety (90) days thereafter to sell the Purchase Securities in respect of which the Purchaser’s rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchaser thereof than specified in the Company’s notice to the Purchaser pursuant to paragraph (c) above. If the Company has not sold such Purchase Securities within such ninety (90) days, the Company shall not thereafter issue or sell any Purchase Securities, without first again complying with this Section 3.15. (f) The Purchase Right established by this Section 3.15 shall have no application to any of the following issuances of Purchase Securities (collectively, the “Excluded Securities”): (i) shares of Common Stock issued or issuable to employees, directors or consultants pursuant to equity holder plans maintained by the Company and registered with the Commission on Form S-8; (ii) shares of Common Stock issued or issuable upon the exercise or conversion of currently outstanding options, warrants or convertible securities; or (iii) shares of Common Stock issued or issuable upon any conversion of the Debenture or exercise of the Warrants issued to the Purchaser concurrently with the Debenture; or (iv) shares of Common Stock issued or issuable solely as consideration for bank financings, equipment leases, investor relations/public relations services, business acquisitions, mergers, strategic partnerships, or public offerings.

Right of First Refusal. (a) In the event that, from the date hereof that a Holder proposes to and including the later of dispose in a privately negotiated transaction effectuated other than (i) July 31by means of a public resale, 2014 or (ii) the end to another Holder or (iii) to a family member, any or all of the Forbearance Period RCM Shares ("Selling Shares") then owned by such Holder (the “ROFR Period”"Selling Holder"), then the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company Selling Holder shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company of his intention (the "Selling Notice") to dispose of his Selling Shares. The Selling Notice shall contain the terms upon which such proposed disposition shall occur, including the amount and price per share of the Selling Shares. Upon receipt of the Selling Notice, the Company shall have the option for a period of eleven (11) calendar days (the "Option Period") to purchase the Selling Shares offered in the Selling Notice on the same terms and conditions set forth therein. The Selling Holder, upon the earlier of receiving written notification from the LenderCompany that it elects not to purchase the Selling Shares or the expiration of the Option Period, may dispose of all, but not less than all, of the parties shall negotiateSelling Shares identified in the Selling Notice, execute on the same terms and deliver a financing agreement incorporating conditions as are set forth in the Selling Notice. In the event the Selling Holder intends to dispose of the Selling Shares on terms previously agreed different from those presented to by the Company with any other lender(sin the Selling Notice, or the Selling Holder does not dispose of the Selling Shares within ninety (90) under such DIP Financing; provided that such agreement is entered into within 10 Business Days calendar days from the date of receipt by the Lender Company of the DIP Financing Selling Notice; provided further that in , then the Selling Shares shall once again be subject to all of the terms and provisions of this Section 7. (b) In the event that a Holder proposes to dispose of the Lender receives Selling Shares in an open market transaction, the DIP Financing Selling Holder shall provide a Selling Notice on a date which is less than 10 Business Days prior to the end Company. Upon receipt of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). FurtherSelling Notice, the Company shall provide have the option for one (1) calendar day to purchase the Lender, within one business day after receipt, copies of any DIP Financing Proposal that Selling Shares offered in the Company may receive.Selling Notice upon the terms and conditions set forth therein. \PHILA2\99917_4

Right of First Refusal. (a) In addition to the event thatother restrictions on transfer set forth in Sections 3, 5 and 6, the Company shall have a right of first refusal with respect to any PRSU Shares the Grantee wishes to sell. The Grantee shall provide the Company with notice, sent by electronic mail to the following email addresses (or such other email addresses as the Company informs the Grantee): ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (the “Grantee Notice”), of the Grantee’s bona fide intent to transfer some or all of the PRSU Shares (the “Offered Securities”), and the Company shall have the right, as further described in this Section 7 (the “Purchase Right”), to purchase all of the Offered Securities from the date hereof Grantee at a purchase price per share (the “Purchase Price”) equal to and including the later closing price of the Company’s Common Stock on the Receipt Date. The “Receipt Date” shall be (i) July 31the trading day that the Company receives the Grantee Notice, 2014 if the time that the Company receives such Grantee Notice is on or before 5:00 pm, or (ii) the end first trading day following the date of such receipt, if the time of such receipt is after 5:00 pm. Such Grantee Notice may only be provided on a date when the transfer of the Forbearance Period Offered Securities are not otherwise subject to any other applicable restrictions on such transfer, including Company “blackout periods.” (b) For the “ROFR Period”)purpose of this Section 7, (i) the time and date of receipt by the Company agrees of any notice by electronic mail shall be conclusively determined by references to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring logs of the Company’s obligations under Puerto Rico lawincoming mail server, (ii) the time and date of sending by the Company of any notice by electronic mail shall be conclusively determined by references to the logs of the Company’s outgoing mail server, (iii) all times shall be measured in Eastern Daylight Time or Eastern Standard Time, as applicable in The Commonwealth of Massachusetts on the measurement date, and (iv) a Grantee’s e-mail address shall be the e-mail address identified in the applicable Grantee Notice (which shall be deemed to be the “Reply-To:” address of such Grantee Notice unless such Grantee specifies differently in such Grantee Notice). (c) The Company shall be deemed to have exercised (a “DIP FinancingDeemed Exercise”) the Purchase Right with respect to all of the Offered Securities described in a Grantee Notice, unless the Company sends notice, before 9:30 am on the first trading day following the Receipt Date of such Grantee Notice (such time on such day, the “Exercise Time Limit”) and by electronic mail to the applicable Grantee’s e-mail address, of the Company’s intent not to exercise the Purchase Right with respect to the Offered Securities. The foregoing notwithstanding, if, at any time prior to receiving such Grantee Notice, the Company has provided such Grantee with notice (a “Suspension Notice”), which notice has not been subsequently revoked by the Company, that Deemed Exercises have been suspended for a period of time that includes such Receipt Date, the Company may not exercise (and may not be held by such Grantee to have exercised) the Purchase Right with respect to such Grantee Notice by Deemed Exercise. If such a Suspension Notice is in effect, the Company may exercise the Purchase Right with respect to all such Offered Securities by (and only by) sending notice, before the Exercise Time Limit and by electronic mail to such ▇▇▇▇▇▇▇’s e-mail address, of the Company’s intent to exercise the Purchase Right with respect to the Offered Securities. (d) The sale of the Offered Securities to be sold to the Company pursuant to this Section 7 shall be made at the principal executive office of the Company on or before the tenth (10th) day following the date of the Exercise Time Limit (or if such tenth (10th) day is not a business day, then on the next succeeding business day). Such sale shall be effected by (1) release from escrow and delivery to the Company of (i) a certificate or certificates evidencing the Offered Securities to be purchased by it, and (ii) stock assignments therefor endorsed by the Grantee for transfer to the Company and (2) payment by the Company to the Grantee of the aggregate Purchase Price for the Offered Securities to be purchased by the Company. The Company shall have satisfied its payment obligation hereunder by delivering to the Grantee the aggregate Purchase Price in person or by registered mail, return receipt requested, to the Grantee’s address appearing in the Company’s records. (e) After the time at which any of the Offered Securities that are PRSU Shares are required to be delivered to the Company for purchase by the Company pursuant to subsection (d) above, the Company shall provide immediate notice not pay any further dividends to the Lender Grantee on account of such DIP Financing Offered Securities nor permit the Grantee to exercise any of the privileges or rights of a stockholder with respect to such Offered Securities, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Securities and transfer to its own name such Offered Securities, without further action by the Grantee. (f) For a period of ninety (90) days following the Receipt Date of the Exercise Time Limit, the Grantee may transfer, free of the Purchase Right, but subject to any other applicable restrictions on such transfer, including Company “DIP Financing Notice”blackout periods,” any Offered Securities neither purchased nor subject to purchase by the Company pursuant to subsection (d) and above; provided, however, that if such transfer is not consummated in such ninety (90) day period, any proposed transfer of any PRSU Shares by the Lender Grantee shall have again become subject to the option in its discretion, to (x) become a lender under that financing arrangement Purchase Right on the terms and conditions set forth in the agreement describing said financing arrangement this Section 7. (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such g) Any PRSU Shares that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates have vested pursuant to Section 4(b)(viii) hereof 2 or (B) Section 3 may, without compliance with the Company notifies the Lender of its material breach other provisions of this Agreement and such breach is not cured. Upon written notice Section 7, be transferred by the Grantee to a member of the Grantee’s immediate family, a family partnership, or a family trust or, on the Grantee’s death, to the Company Grantee’s estate or those entitled to a distribution under the laws of descent and distribution; provided, however, that PRSU Shares that are so transferred shall remain subject to the Purchase Right and, as a condition to any transfer, the Grantee or the Grantee’s legal representative shall obtain a written agreement from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed proposed transferee or transferees by which such transferee agrees or transferees agree to be bound by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 7.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31At least thirty (30) days prior to making any Sale of any GeriMed Stock (the "Election Period"), 2014 or a Shareholder desiring to sell GeriMed Stock (the "Transferring Shareholder") shall deliver a written notice (the "Transfer Notice") to the Corporation and the other Shareholder (the "Other Shareholder"). (ii) The Transfer Notice shall (1) disclose in reasonable detail the end proposed terms and conditions of the Forbearance Period (the “ROFR Period”)Sale, including, but not limited to, the Company agrees proposed transferee, the consideration to any financing arrangement wherein advances will be made under paid and the provisions method of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing payment for the restructuring of GeriMed Stock and (2) be accompanied by a written bona fide offer from the Company’s obligations under Puerto Rico lawproposed transferee. (iii) (a “DIP Financing”)During the Election Period, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that Other Shareholder may elect (A) to purchase all, but not less than all, of the Forbearance Period terminates pursuant GeriMed Stock specified in the Transfer Notice by delivering a written notice of election (an "Election Notice") to Section 4(b)(viii) hereof the Transferring Shareholder, or (B) the Company notifies the Lender of if applicable, to exercise his or its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(srights under paragraph 4 below. (iv) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days If prior to the end expiration of the ROFR Period (the “Notice Date”)Election Period, the Forbearance Period shall Other Shareholder has not elected to purchase all of the GeriMed Stock which the Transferring Shareholder proposes to sell or if the Other Shareholder fails to give the Transferring Shareholder written notice within the Election Period, the Other Shareholder will be automatically extended by 10 Business Day period starting from deemed to have waived its election rights and the Notice DateTransferring Shareholder may sell such GeriMed Stock within ninety (90) days after expiration of the Election Period, unless the Lender has provided notice that it will not participate on terms no more favorable than those terms specified in the DIP FinancingTransfer Notice. FurtherIf a sale of such GeriMed Stock is not consummated within ninety (90) days after expiration of the Election Period, concurrently with the execution of this Agreement the Company such GeriMed Stock shall provide again be subject to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of this paragraph 2. (v) Subject to subparagraph (iv) above, if the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring Other Shareholder elects to purchase all of the Company’s obligations under Puerto Rico lawGeriMed Stock from the Transferring Shareholder: (1) the Other Shareholder shall purchase the GeriMed Stock covered by the Transfer Notice at the price, and on the terms specified in the Transfer Notice and (each such proposal2) the transfer of GeriMed Stock shall be consummated as soon as practical after delivery of Election Notice, a “DIP Financing Proposal”). Further, but in any event within thirty (30) days after the Company shall provide to expiration of the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveElection Period.

Right of First Refusal. In Subject to the event thatexceptions described below, from the Company and its Subsidiaries shall not negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("Future Offerings") during the period beginning on the date hereof and ending on, and including, the date which is 180 days after the Closing Date, unless it shall have first delivered to and each Buyer or a designee appointed by such Buyer written notice (the "Future Offering Notice") describing the proposed Future Offering, including the later terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (as defined below) of the securities to be issued in such Future Offering, as of the date of delivery of the Future Offering Notice, in the Future Offering (the limitations referred to in this sentence is referred to as the "Capital Raising Limitations"). For purposes of this Section 4(e), "Aggregate Percentage" at any time with respect to any Buyer shall mean the percentage obtained by dividing (i) July 31, 2014 or the aggregate number of the Preferred Shares initially issued and the Closing to such Buyer by (ii) the end aggregate number of the Forbearance Period (Preferred Shares sold to the “ROFR Period”), Buyers by the Company agrees at the Closing in connection with the Offering. A Buyer can exercise its option to any financing arrangement wherein advances participate in a Future Offering by delivering written notice thereof to participate to the Company within five (5) business days after receipt of a Future Offering Notice, which notice shall state the quantity of securities being offered in the Future Offering that such Buyer will purchase, up to its Aggregate Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Percentage. In the event that one or more Buyers fail to elect to purchase up to each such Buyer's Aggregate Percentage, then each Buyer which has indicated that it is willing to purchase a number of securities in such Future Offering in excess of its Aggregate Percentage shall be made under entitled to purchase its pro rata portion (determined in the provisions same manner as described in the preceding sentence) of the Recovery Act permitting funding on a priority securities in the Future Offering which one or super-priority basis (or similar law providing for the restructuring more of the Company’s obligations under Puerto Rico law) (a “DIP Financing”Buyers have not elected to purchase. In the event the Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4(e), the Company shall provide immediate notice have 45 days thereafter to sell the securities of the Future Offering that the Buyers did not elect to purchase, upon terms and conditions, no more favorable to the Lender purchasers thereof than specified in the Future Offering Notice. In the event the Company has not sold such securities of the Future Offering within such DIP Financing (45 day period, the “DIP Financing Notice”) and Company shall not thereafter issue or sell such securities without first offering such securities to the Lender Buyers in the manner provided in this Section 4(e). The Capital Raising Limitations shall have the option in its discretion, not apply to (xi) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement loan from a commercial bank which does not have any equity feature, (with the commitments under such financing arrangement to be allocated pro rata among the Lender and ii) any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to transaction involving the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that 's issuances of securities (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof as consideration in a merger or consolidation, or (B) as consideration for the Company notifies the Lender acquisition of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lendera business, the parties shall negotiateproduct, execute and deliver a financing agreement incorporating the terms previously agreed to license or other assets by the Company with any other lender(sCompany, (iii) under such DIP Financing; provided that such agreement is entered into within 10 Business Days the issuance of receipt by common stock in a firm commitment, underwritten public offering, (iv) the Lender issuance of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, securities upon exercise or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring conversion of the Company’s obligations 's options, warrants or other convertible securities outstanding as of the date hereof, (v) the grant of additional options or warrants, or the issuance of additional securities, under Puerto Rico lawany Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the Company's employees or directors ((i) through (each such proposalv) collectively, a “DIP Financing Proposal”the "Exempt Issuances"). Further, the Company The Buyers shall provide not be required to the Lender, within one business day after receipt, copies participate or exercise their right of any DIP Financing Proposal that the Company may receivefirst refusal with respect to a particular Future Offering in order to exercise their right of first refusal with respect to later Future Offerings.

Right of First Refusal. In the event thatthat at any time after ---------------------- the occurrence of a Masco Divestiture Condition (as hereinafter defined), from the date hereof Masco (or its Permitted Transferees) receives a bona fide offer (a "Transfer Offer") to and including the later of (i) July 31, 2014 purchase any or (ii) the end all of the Forbearance Period Common Stock (the “ROFR Period”"Transfer Shares") then owned by Masco (or its Permitted Transferees) from any person (the "Offeror") which Masco (or its Permitted Transferees) wishes to accept, then Masco (and its Permitted Transferees) shall give CVC written notice thereof ("Transfer Notice"), which Transfer Notice shall state in reasonable detail all material terms of such proposed sale or other transfer, the Company agrees to any financing arrangement wherein advances will be made under the provisions identity of the Recovery Act permitting funding proposed purchaser or other transferee, the price or other consideration for which the Common Stock is proposed to be sold or transferred, and the number of shares of Common Stock to be sold or transferred, and shall also contain an irrevocable offer to sell the Transfer Shares to CVC at the price and on a priority or super-priority basis (or similar law providing for the restructuring terms contained in the Transfer Offer. After its receipt of the Company’s obligations under Puerto Rico lawTransfer Notice, CVC (and/or its designee(s)) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the right and option in its discretion, to (x) become a lender under that financing arrangement purchase any or all of the Transfer Shares at the price and on the terms of the Transfer Offer set forth in the agreement describing said financing arrangement Transfer Notice; provided that if CVC purchases less than all of the Transfer Shares, the Company must purchase the remaining Transfer Shares. Within thirty (with 30) days after receipt of the commitments under such financing arrangement Transfer Notice, CVC shall notify Masco (or its Permitted Transferees) whether or not it wishes to purchase the Transfer Shares and, if so, indicating the number of Transfer Shares desired to be allocated pro rata among the Lender and any purchased. The closing of the lenders under purchase and sale shall be held at the Scotiabank Facility exercising their right place and date established by CVC, which in no event shall be earlier than five (5) business days or later than fifteen (15) days from the date on which CVC gives notice of its election to participate in purchase the Transfer Shares. In the event that CVC (or its designee(s)) does not elect to purchase all such financing arrangement Transfer Shares, Masco (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share or its Permitted Transferees) shall give notice of such financing facility failure to the Company, and the Company shall be determined by dividing thereupon have the principal amount outstanding right and option to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by purchase in the aggregate principal amount outstanding all, but not less than all, of the Transfer Shares not being purchased by CVC (or its designee(s)) and may give notice to all Exercising Lenders under Masco (or its Transferees) of such intention at any time not later than fifteen (15) days after the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree date on an alternative allocation, then which such alternative allocation shall govern), notice is sent by Masco (or (yits Permitted Transferees) propose equivalent or better terms of financing to the Company. Notwithstanding The Company's notice shall indicate the foregoing, the ROFR Period shall terminate in the event number of Transfer Shares that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies desires to purchase. The closing of the Lender purchase and sale of its material breach the Transfer Shares pursuant of this Agreement and any such breach is not cured. Upon written notice to option exercise shall be held at the principal office of the Company from the Lender, the parties shall negotiate, execute and deliver on a financing agreement incorporating the terms previously agreed date to be established by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior its notice to Masco in response to the end of the ROFR Period (the “Notice Date”)Transfer Notice, the Forbearance Period which in no event shall be automatically extended by 10 Business Day period starting earlier than five (5) business days or later than fifteen (15) days from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution date of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivenotice.

Right of First Refusal. In the event that, from the date hereof to and including the later No Lender may Transfer any interest in all or any part of (i) July 31, 2014 or (ii) the end any of the Forbearance Period Equity Securities owned by such Lender to any Person other than a Permitted Transferee, except in accordance with the procedures set forth below: (a) If any Lender desires (a “Transferring Lender”) to Transfer any Equity Securities representing more than one percent (1%) of the outstanding capital stock of the Company (the “ROFR PeriodOffered Securities”) to any Person other than a Permitted Transferee, then such Transferring Lender shall deliver to the Company written notice of such proposed Transfer. Such written notice (the “Transfer Notice”) shall set forth, in reasonable detail, the terms and conditions of such proposed Transfer, including the name of the prospective purchaser and the proposed purchase price for the Offered Securities (the “Offer Price”). For a period of three business days after receipt of the Transfer Notice, the Company may elect, by delivery of written notice to the Transferring Lender (the “Election Notice”), to purchase all, but not less than all, of the Offered Securities at the Offer Price and on the other terms and conditions set forth in the Offer Notice. (b) The closing of the purchase of any Offered Securities pursuant to Section 3(a) shall take place at the principal office of the Company agrees to any financing arrangement wherein advances will be made under as soon as practical after the provisions delivery of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for Election Notice, but in no event later than the restructuring 15th calendar day after the delivery of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Election Notice. At such closing, the Company shall provide immediate notice deliver to the Transferring Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretionOffer Price, to (x) become a lender under that financing arrangement on the same terms and conditions as set forth in the agreement describing said financing arrangement (Transfer Notice, payable in respect of the Offered Securities in exchange for the Offered Securities being acquired by the Company, together with appropriate instruments of transfer. If the commitments under such financing arrangement Company does not elect to be allocated pro rata among purchase, in the aggregate, all of the Offered Securities pursuant to Section 3.1(a), then the Transferring Lender and may elect not to sell any of the lenders under Offered Securities to the Scotiabank Facility exercising their right Company and instead the Transferring Lender may proceed to participate Transfer all or any part of the Offered Securities to the prospective purchaser identified in the Transfer Notice, but only in accordance with the terms (including the purchase price) set forth in the Transfer Notice, within three months after delivery of the Transfer Notice. Any of such Offered Securities that have not been Transferred by the Transferring Lender in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility three month period shall again be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing subject to the Company. Notwithstanding restrictions set forth in this Section 3.1 and must be reoffered to the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Company pursuant to Section 4(b)(viii3.1(a) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with before any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivesubsequent Transfer.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end a. If any Trinity Shareholder may Transfer its Shares without violating any of the Forbearance Period restrictions contained elsewhere in this Agreement, then such Trinity Shareholder who desires to Transfer any or all of its Shares (hereinafter referred to for purposes of this Section as the “ROFR Period”), "Selling Shareholder") and has a prospective purchaser who has signed a written contract to purchase (which contract must be subject to the Company agrees options set forth herein and comply with the conditions set forth herein) (which contract and/or transaction is hereinafter referred to any financing arrangement wherein advances will for purposes of this Section as the "Prospective Sale" and which purchaser is hereinafter referred to for purposes of this Section as the "Prospective Purchaser") may do so only after giving AMCON an option to purchase the Selling Shareholder's Shares. AMCON's option shall be made under upon the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing terms and conditions set forth herein and shall be for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) price and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the payment terms set forth in the agreement describing said financing arrangement (with Prospective Sale. The Prospective Sale must be for a cash price but may contain payment terms. The Selling Shareholder must give AMCON a written notice which sets forth the commitments under such financing arrangement to be allocated pro rata among the Lender true and any complete identity of the lenders under Prospective Purchaser, the Scotiabank Facility exercising their right purchase price, and the payment terms and which has attached a copy of the contract for the Prospective Sale. b. If any Shares owned by a Trinity Shareholder are presented to participate the Company for Transfer following an Involuntary Transfer, then (i) such presentation for Transfer shall be treated by the Company and AMCON as though it were notice from the Trinity Shareholder of its intention to sell such Shares at the price specified in the following sentence, (ii) AMCON shall have the option to purchase such financing arrangement Shares as set forth in Section 8.2(c) and (each, an “Exercising Lender”), iii) such that each Exercising Lender’s proportionate share Trinity Shareholder shall be deemed a "Selling Shareholder". The purchase price per Share shall be equal to the fair market value of such financing facility shall be Shares, as determined by dividing mutual agreement between the principal amount outstanding Selling Shareholder and AMCON. If the parties are unable to agree on such Exercising Lender under fair market value within thirty (30) days after the Credit Agreement or the Scotiabank Facility, as applicable, proposed Involuntary Transfer such fair market value will be conclusively determined by a qualified independent appraiser selected in good faith by the aggregate principal amount outstanding to all Exercising Lenders under Company. The fee for the Credit Agreement independent appraiser will be shared equally by the Company and the Scotiabank Facility, provided, that if Selling Shareholder. c. AMCON shall have 30 days after receipt of the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall governwritten notice in Section 8.2(a), or (y) propose equivalent or better terms of financing the deemed notice pursuant to Section 8.2(b), to send a written notice to the Company. Notwithstanding Selling Shareholder (and the foregoing, the ROFR Period shall terminate proposed transferee in the event that (Aof an Involuntary Transfer) stating whether it is going to exercise its option. If AMCON exercises the Forbearance Period terminates option, then AMCON shall purchase the Selling Shareholder's Shares and the Selling Shareholder shall sell its Shares for the price and upon the payment terms set forth in the written notice in Section 8.2(a) or the deemed notice pursuant to Section 4(b)(viii) hereof 8.2(b); provided, however, that in the event of an Involuntary Transfer, the payment of the purchase price shall be paid to the proposed transferee rather than the Selling Shareholder and upon payment to the proposed transferee named in the request for transfer, neither the Company nor AMCON shall be responsible to the Selling Shareholder for any excess of the purchase price paid over the amount owed to such proposed transferee by the Selling Shareholder or for any deficiency in the amount which the Selling Shareholder owes to the proposed transferee. AMCON is not required to comply with any other terms contained in the written contract for the Prospective Sale. If AMCON does not respond to the written notice within such 30 days, or waives such option, then it shall be deemed that the option has expired. d. If AMCON does not purchase the Selling Shareholder's Shares, then the Selling Shareholder may Transfer its Shares to the Prospective Purchaser for the same price and upon the same payment terms set forth in the notice and in the contract for the Prospective Sale, upon the terms and conditions set forth in the Prospective Sale, at any time within 60 days after expiration of AMCON's option (Bor, in the case of an Involuntary Transfer, the Company may register such Transfer); provided that: (i) the Company notifies transaction and the Lender of its material breach Prospective Purchaser (or the proposed transferee) comply with all requirements set forth in this Agreement, including, but not limited to, the requirements for a legal opinion, requiring execution of this Agreement and such breach is the compliance with the tag-along and drag-along provisions of Sections 8.3 and 8.5, if applicable; (ii) the transaction does not cured. Upon written notice to violate any of the terms and/or provisions of this Agreement; (iii) the Prospective Purchaser (or the proposed transferee) can legally own the Shares; and (iv) the transaction does not violate any applicable laws or cause the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that be in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies violation of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveapplicable laws.

Right of First Refusal. In (1) If the event thatOptionee intends to transfer any shares of Common Stock pursuant to a bona fide purchase offer of an offeror (“Offeror”), from the date hereof Optionee shall deliver to and including the later Company a written notice (the “Notice”) of such intention to transfer such shares, setting forth in reasonable detail: (i) July 31the proposed price, 2014 or (ii) the end number of shares proposed to be transferred, (iii) the other terms and conditions of the Forbearance Period proposed transfer of such shares, (iv) an offer to sell the shares to the Company as provided herein and (v) the identity of the Offeror. The shares proposed to be transferred are hereinafter referred to as the “ROFR PeriodOffered Shares.”) (2) The Company may elect to purchase all (but not less than all) of the Offered Shares at any time during the thirty (30) day period following its receipt of the Notice. The Company shall be entitled to purchase the Offered Shares from the Optionee at the same price and on the same terms and conditions as those pursuant to which the Optionee proposes to transfer the Offered Shares, as described in the Notice. If the Company fails to respond to such offer within the 30-day period, it shall be deemed to have rejected the offer. (3) Unless the Optionee and the Company otherwise agree, the Company agrees to any financing arrangement wherein advances will be made under the provisions closing of the Recovery Act permitting funding purchase of the Offered Shares shall take place at the principal offices of the Company at 10:00 a.m. on a priority or super-priority basis the tenth day (or similar law providing for if such day is not a business day on the restructuring next business day) after the expiration of the 30-day period. At the closing, the Optionee shall tender the Offered Shares, together with appropriate instruments of transfer endorsed to the Company’s obligations under Puerto Rico law) (a “DIP Financing”), and the Company shall provide immediate notice tender a certified check, cashier’s check or a wire transfer of immediately available funds in the amount of the purchase price therefor. (4) If the Offered Shares are not purchased by the Company pursuant to this Section 4, the Optionee shall be entitled to sell all of the Offered Shares to the Lender of such DIP Financing (Offeror at the “DIP Financing Notice”) price and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth and conditions specified in the agreement describing said financing arrangement Notice, provided that such sale is consummated within one-hundred twenty (with 120) days from the commitments under such financing arrangement to be allocated pro rata among date the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing Notice is delivered to the Company. Notwithstanding the foregoingFor any sale of shares after such one-hundred twenty (120) day period, the ROFR Period Optionee shall terminate in give a new notice which shall reinstate the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) rights of the Company notifies set forth in this Section 4 to purchase the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveOffered Shares.

Right of First Refusal. In Before any Shares registered in the event thatname of Optionee may be sold or transferred (including transfer by operation of law), from such Shares shall first be offered to the date hereof Company at the same price, and upon the same terms (or terms as similar as reasonably possible), in the following manner: (a) Optionee shall deliver a notice ("Notice") to and including the later of Company stating (i) July 31his or her bona fide intention to sell or transfer such Shares, 2014 or (ii) the end number of such Shares to be sold or transferred, (iii) the price for which he or she proposes to sell or transfer such Shares, and (iv) the name of the Forbearance Period proposed purchaser or transferee. (b) Within 30 days after receipt of the “ROFR Period”)Notice, the Company agrees or its assignee may elect to purchase any or all Shares to which the Notice refers, at the price per share and on the same terms (or terms as similar as reasonably possible) specified in the Notice. (c) If all or a portion of the Shares to which the Notice refers are not elected to be purchased pursuant to Section 3(b) hereof, Optionee may sell the Shares not purchased by the Company to any financing arrangement wherein advances will be made under person named in the provisions Notice at the price and terms specified in the Notice or at a higher price, provided that such sale or transfer is consummated within 60 days of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring date of said Notice to the Company’s obligations under Puerto Rico , and, provided further, that any such sale is in accordance with all the terms and conditions hereof. In the event of any transfer by operation of law or other involuntary transfer (including, but not limited to, by will or by the laws of descent or distribution) where there is no price established as a matter of law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretionright to repurchase all of the Shares purchased by Optionee hereunder, at a price to (x) become a lender under that financing arrangement on the terms be determined as set forth in Section 2(b) above. In such event, Optionee or Optionee's estate shall notify the agreement describing said financing arrangement (with Company promptly after the commitments under such financing arrangement to be allocated pro rata among the Lender and any happening of the lenders under event giving rise to the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share involuntary transfer. Within 30 days after receipt of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank FacilityNotice, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or EXHIBIT 10.123 (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (BCONTINUED) the Company notifies the Lender of or its material breach of this Agreement and such breach is not cured. Upon written notice assignee may elect to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed purchase any or all Shares to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiverefers.

Right of First Refusal. In If the event that, from the date hereof Company should decide to issue and including the later sell additional shares of (i) July 31, 2014 or (ii) the end any capital stock of the Forbearance Period (the “ROFR Period”)Company or any warrants, securities convertible into capital stock of the Company agrees or other rights to subscribe for or to purchase any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring capital stock of the Company’s obligations , other than (a) shares of Common Stock sold to the public pursuant to a registration statement filed under Puerto Rico lawthe Securities Act if such offering is underwritten on a firm commitment basis, (b) shares of Common Stock awarded or issued upon the exercise of options granted pursuant to employee and consultant benefit plans adopted by the Company, and the grant of such options themselves, (a “DIP Financing”c) shares of Common Stock issued upon conversion of the Preferred Shares, (d) shares of Common Stock or Preferred Shares issued pursuant to the exercise of warrants of the Company outstanding at the date of this Agreement; and (e) shares of Common Stock issued pursuant to the ▇▇▇▇▇▇▇▇▇▇ Employment Agreement (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in (a), (b), (c), (d) and (e) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Company shall provide immediate notice first offer to sell to the Lender Purchaser, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, such Purchaser's pro rata share (as defined below) of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the CompanyAdditional Securities. Notwithstanding the foregoing, no Additional Securities may be sold to the ROFR Period Purchaser to the extent a change of ownership within the meaning of the IRC 382 Limitation would occur. Such offer shall terminate be made by written notice given to the Purchaser and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser shall have a period of thirty (30) days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser elects to accept such offer in whole or in part, the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon Purchaser shall so accept by written notice to the Company from given within such 30-day period. If the LenderPurchaser fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed Purchaser pursuant to such offer may be offered for sale to others by the Company with any other lender(s) under for a period of 180 days from the last day of such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by 30-day period, but only on the Lender same terms and conditions as set forth in the initial offer to the Purchaser, free and clear of the DIP Financing Notice; provided further that in restrictions imposed by this Section. (i) the event that number of shares of Common Stock issued, or issuable upon the Lender receives exercise or conversion of rights, options or Convertible Securities without the DIP Financing Notice on payment of any additional cash consideration or with the payment of a date which is less than 10 Business Days nominal cash consideration, as the case may be (collectively, "Fully Paid Securities"), to the Purchaser immediately prior to the end issuance of the ROFR Period Additional Securities being offered divided by (ii) the “Notice Date”), the Forbearance Period shall be automatically extended total number of Fully Paid Securities issued or issuable by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide immediately prior to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions issuance of the Recovery Act permitting funding on a priority or super-priority basis Additional Securities, multiplied by (or similar law providing for b) the restructuring entire offering of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveAdditional Securities.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees Prior to any financing arrangement wherein advances will be made under Disposition by the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”Investor pursuant to Section 7(b), the Company shall provide immediate have the right, exercisable in accordance with this Section 8, to purchase all, but not less than all, of the Convertible Preferred Securities or Conversion Shares intended to be subject to such Disposition by the Investor. (a) The Investor shall give notice (a "Transfer Notice") to the Lender Company of such DIP Financing intended Disposition, specifying the Convertible Preferred Securities or Conversion Shares, as the case may be (the “DIP Financing Notice”) "Offered Securities"), to be subject to Disposition and the Lender intended method of Disposition. The Transfer Notice shall have specify the option cash price (the "First Offer Price") at or above which the Investor intends to effect such Disposition and, in its discretionthe case of a privately negotiated Disposition, to (x) become a lender under that financing arrangement on the terms of the bona fide third party offer (a "Third Party Offer") to purchase such Offered Securities theretofore received by the Investor and then remaining open (including the identity and address of the offeror and the price offered). (b) If the Company wishes to purchase the Offered Securities specified in the Transfer Notice, then within thirty days following receipt of the Transfer Notice, the Company shall deliver a written notice (an "Acceptance Notice") to the Investor indicating that the Company wishes to purchase such Offered Securities, a date for the closing of such purchase, which shall not be more than ten business days after delivery of such Acceptance Notice (subject to extension as provided in Section 8(f) hereof), and a place for the closing of such purchase. Upon delivery of an Acceptance Notice, a binding agreement shall be deemed to exist providing for the purchase by the Company of the Offered Securities to which such Acceptance Notice relates, upon the terms and subject to the conditions set forth in this Section 8 and the agreement describing said financing arrangement Company shall use its reasonable best efforts to secure all approvals required in connection therewith. (with the commitments under such financing arrangement c) The cash purchase price to be allocated pro rata among paid by the Lender and Company hereunder for any Offered Securities (the "Designated Price") shall be determined as set forth below. (i) With respect to any Offered Securities for which a First Offer Price or a Third Party Offer consisting solely of cash and/or readily marketable securities is disclosed in the lenders under applicable Transfer Notice, the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate Designated Price per share of such financing facility Offered Securities shall equal the per share price specified in such First Offer Price or Third Party Offer; provided, however, that, in the event the Market Price (as defined in Section 8(c)(iii)) per share on the last business day prior to the date the Acceptance Notice is delivered is more than 10% greater than or is less than 10% lower than the per share price specified by such First Offer Price or Third Party Offer, then the price per share shall equal the Market Price per share on the last business day prior to the date the Acceptance Notice is delivered. The value of any readily marketable securities identified in such Third Party Offer shall equal the average Market Price per share of such securities during the ten consecutive trading days immediately preceding the Company's receipt of the Transfer Notice. In the case of any securities not theretofore traded, such securities must be issued or proposed to be issued by an entity which has been subject to the reporting requirements of the Exchange Act for at least one year, and the value of such securities shall be determined by dividing two nationally recognized investment banking firms, one firm to be selected by each of the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement Investor and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Company, or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant such firms are unable to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement agree, by a third nationally recognized investment banking firm selected by such firms. The Investor and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide use their reasonable best efforts to cause any such determination of value to be made within five business days following the Company's receipt of the applicable Transfer Notice. In connection with any determination of value pursuant to this Section 8(c)(i), each party will bear the fees and expenses of the investment banking firm selected by it and the parties will bear equally the fees and expenses of any third investment banking firm. (ii) With respect to any Offered Securities for which a Third Party Offer consisting of other than solely cash and/or readily marketable securities is disclosed in the applicable Transfer Notice, the Designated Price per share of such Offered Securities (which shall refer, in the case of shares of Convertible Preferred Securities that are Offered Securities, to the Lender copies applicable number of any proposals, term sheets, or commitments that Conversion Shares issuable upon conversion of such Convertible Preferred Securities) shall equal the Company has received and is willing to accept for financing arrangement(s) with average Market Price per share during the Company wherein advances will be made under twenty consecutive trading days immediately preceding the provisions Company's receipt of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveTransfer Notice.

Right of First Refusal. (a) Purchaser agrees that if, at any time during a period of two years following the Closing Date, it shall elect to sell (whether by sale of assets or stock) the United States business that was conducted by the Company and its Subsidiaries as of the Closing Date (the "Company Business") to any Person that is not an Affiliate of the Purchaser (a "Proposed Disposition"), Purchaser shall (or shall cause any Affiliate of Purchaser to which the Company Business may have subsequently been transferred or conveyed, whether by asset transfer, stock transfer, merger or otherwise, to) offer to Arai the right to acquire the Facility that is proposed to be sold on the same terms and conditions under which Purchaser or its Affiliate proposes to dispose of the Company Business. (b) In the event thatof any Proposed Disposition, from Purchaser shall provide to Arai, at least 45 days prior to the date hereof to and including the later of Proposed Disposition, (i) July 31the general terms and conditions of the Proposed Disposition (provided, 2014 or however, Purchaser need not provide to Arai the name of the proposed purchaser) and (ii) the end documentation required to be executed by Arai to purchase the Company Business that is subject to the Proposed Disposition, which documentation shall be the same as the documentation for the Proposed Disposition other than information relating to the parties and conditions relating to Arai's rights under this Agreement (the "Sale Documentation"). (c) If Arai elects to acquire the Company Business that is subject to the Proposed Disposition, Arai shall (i) notify the Purchaser in writing of such election by executing and delivering to Purchaser the Sale Documentation (together with any funds to be provided therewith) no later than 15 days after receipt of such notice and (ii) subject to receipt of any necessary regulatory approvals on the part of the Forbearance Period Purchaser or any of its Affiliates, close the transaction within five days thereafter or on the date that such approval shall have been obtained. (d) The foregoing right of first refusal granted to Arai shall not apply (i) to any merger, consolidation, share exchange, combination, sale of stock or change in control of Energy Ventures, Inc., or any successor thereto, (ii) any transfer, sale, conveyance, merger, consolidation, share exchange or other business combination involving all or substantially all of Purchaser's and its Subsidiaries' United States tubular manufacturing operations, (iii) any transfer, sale, merger or conveyance of the “ROFR Period”stock of Grant Prideco, Inc. (or any successor thereto), the Company agrees (iv) any merger, consolidation or transfer of stock or assets to any financing arrangement wherein advances will be made under the provisions Affiliate of the Recovery Act permitting funding on a priority Purchaser or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under Purchaser's or its Affiliates' current or future Subsidiaries or (v) any manufacturing or operating changes effected by Purchaser or its Affiliates after the Scotiabank Facility exercising their right Closing with respect to participate in such financing arrangement the Company or any of its Subsidiaries or the Company Business as long as the Company or the Company Business continues to be owned or operated by the Company or any of its Affiliates. (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share e) The provisions of such financing facility this Section 6.7 shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facilitynull, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement void and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate no further force and effect in the event that (A) the Forbearance Period terminates pursuant Arai voluntarily elects to Section 4(b)(viii) hereof terminate his employment with Purchaser or (B) the Company notifies the Lender any of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days Affiliates prior to the end expiration of the ROFR Period term ending two years following the Closing Date. (the “Notice Date”), the Forbearance Period f) The rights provided under this Section 6.7 shall be automatically extended considered personal rights of Arai and may not, directly or indirectly, be transferred, assigned or otherwise conveyed by 10 Business Day period starting from the Notice DateArai by contract, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution operation of law or otherwise to any third party and any breach or attempted breach by Arai shall terminate any further obligations of Purchaser and its Affiliates under this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 6.7.

Right of First Refusal. In (a) If any Purchaser desires to Transfer any Purchased Shares (except in sales made in compliance with the event thatvolume and manner of sale limitations set forth in Rule 144(e), from the date hereof to and including the later of (if), (g) July 31, 2014 or (iik) of the Securities Act, such sales being referred to herein as "Market Sales"), such Purchaser shall give at least 30 days written notice to Safeguard ("Sales Notice") of such intention. The Sales Notice shall set forth the (x) number of Purchased Shares proposed to be transferred (the "Offered Shares"), (y) the end amount of consideration to be paid for the Purchased Shares (the "Offered Price") and (z) the name of the Forbearance Period proposed purchaser of such Offered Shares (the “ROFR Period”"Proposed Purchaser"), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis . (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico lawb) (a “DIP Financing”), the Company The Sales Notice shall provide immediate notice to the Lender of such DIP Financing constitute an irrevocable offer (the “DIP Financing Notice”"Offer") and 10 by such Purchaser to sell to Safeguard the Lender Offered Shares at the Offered Price. Safeguard shall have the option in its discretionright (the "Right of First Refusal"), exercisable by written notice given by Safeguard to such Purchaser ("Exercise Notice") within 15 days after receipt of such Sales Notice, to purchase all, but not a part of, the Offered Shares specified in such Sales Notice for cash at the Offered Price. (xc) become If Safeguard elects to purchase the Offered Shares, the closing of the purchase of the Offered Shares shall take place on a lender under that financing arrangement mutually acceptable closing date which shall be not more than 30 days after delivery of the Exercise Notice. The closing shall take place at a time and place as the parties mutually agree. (d) On the closing date, such Purchaser shall deliver the certificates representing the Offered Shares and such other documents as Safeguard may reasonably request. The Offered Price shall be paid by wire transfer of immediately available funds on the closing date. (e) If Safeguard fails to elect to purchase the Offered Shares within 15 days after receiving a Sales Notice, then such Purchaser may transfer the Purchased Shares identified in the Sales Notice to the Proposed Purchaser within 30 days following the expiration of the Right of First Refusal upon the terms set forth in the agreement describing said financing arrangement (with Sales Notice, but the commitments under such financing arrangement transferee must as a condition to the transfer, agree in writing to be allocated pro rata among bound by all the Lender terms and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach provisions of this Agreement and Agreement. Offered Shares not so transferred within such breach is not cured. Upon written notice 30-day period shall remain subject to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveAgreement.

Right of First Refusal. During the time period beginning from the Closing Date and ending on the earlier to occur of (a) 90 calendar days subsequent to the Effective Date and (b) the fifteen month anniversary of the Closing Date (the "Restricted Period"), the Investors shall have a right of first refusal with respect to any equity or debt financing undertaken by the Company, as follows. In the event that, from during the date hereof Restriction Period, the Company proposes to and issue securities in the form of debt or equity, including securities convertible or exchangeable for Company debt or equity, in connection with raising capital (a "Proposed Transaction"), then the later Company shall send to Investors notice in writing of (i) July 31, 2014 or (ii) the end all of the Forbearance Period terms of the Proposed Transaction (such notice, the "Offer Notice"). The Offer Notice shall constitute an irrevocable offer to sell all of the securities which are the subject of the Proposed Transaction (the “ROFR "Offered Securities") to the Investors, on the basis described in the Proposed Transaction. At any time within five (5) calendar days after receipt by the Investor of the Offer Notice (the "Option Period”"), the Company agrees Investor may elect to any financing arrangement wherein advances will be made under accept the provisions offer to purchase with respect to all of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring Offered Securities under identical terms of the Company’s obligations Proposed Transaction and shall give written notice of such election (the "Acceptance Notice") to the Company within the Option Period. The closing for any purchase of Offered Securities by such Investor shall take place within thirty (30) days following the expiration of the Option Period. After the expiration of the Option Period, if the Investor has not provided to the Company an Acceptance Notice for all of the Offered Securities under Puerto Rico law) (a “DIP Financing”)identical terms of the Proposed Transaction, then the Company may offer such Offered Securities on identical terms to third parties. However, in the course of negotiation with third parties, if the terms of the Proposed Transaction are materially modified, then the Company shall provide immediate notice again send an Offer Notice to the Lender Investors outlining any such material modification of such DIP Financing the Proposed Transaction (the “DIP Financing Notice”"Revised Transaction") and shall grant the Lender shall have the option Investors a new Offering Period in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveRevised Transaction.

Right of First Refusal. In (i) Buyer agrees that for so long as the event that, Manufacture Agreement is in effect or for a period of 30 years from the date hereof in the event the Manufacture Agreement is terminated by Seller by reason of a breach of Buyer of the Manufacture Agreement, if Buyer or EVI shall elect to sell all of the stock or all the operating assets of the Company (the "Company Business") to any Person who is not an Affiliate of Buyer or if Buyer or EVI shall cause the Company to be merged or consolidated with any Person other than Buyer or an Affiliate of Buyer (each a "TF Proposed Disposition"), Buyer or EVI shall (or shall cause any Affiliate of Buyer to which the stock or the assets of the Company may have subsequently been transferred or conveyed, whether by asset transfer, stock transfer, merger or otherwise) offer to Seller the right to acquire the Company Business that is proposed to be sold on the same terms and including conditions under which Buyer, EVI or their Affiliate proposes to make such TF Proposed Disposition. (ii) EVI agrees that for so long as the later Manufacture Agreement is in effect or for a period of 30 years from the date hereof in the event the Manufacture Agreement is terminated by Seller by reason of a breach of Buyer of the Manufacture Agreement, if EVI shall elect to sell all of the stock or all the operating assets of Grant Prideco, Inc. ("Grant") (the "Grant Business") to any Person who is not an Affiliate of EVI or Grant or if EVI shall cause Grant Prideco, Inc. to be merged or consolidated with any Person other than EVI or Grant or an Affiliate of EVI or Grant (each a "Grant Proposed Disposition"), EVI shall (or shall cause any Affiliate of EVI to which the stock or the assets of Grant Prideco, Inc. may have subsequently been transferred or conveyed, whether by asset transfer, stock transfer, merger or otherwise, to) offer to Seller the right to acquire the Grant Business that is proposed to be sold on the same terms and conditions under which EVI or its Affiliate proposes to make such Grant Proposed Disposition. (b) In the event of any TF Proposed Disposition or Grant Proposed Disposition (each a "Proposed Disposition"), Buyer or EVI, as the case may be, shall provide to Seller, at least 45 days prior to the Proposed Disposition, (i) July 31, 2014 or the general terms and conditions of the Proposed Disposition including the name of the proposed purchaser and (ii) the end of documentation required to be executed by Seller to purchase the Forbearance Period Company Business or the Grant Business, as the case may be, that is subject to the Proposed Disposition, which documentation shall be the same as the documentation for the Proposed Disposition other than information relating to the parties and conditions relating to Seller's rights under this Agreement (the “ROFR Period”"Sale Documentation"). (c) If Seller elects to acquire the Company Business or the Grant Business that is subject to the Proposed Disposition, Seller shall (i) notify Buyer or EVI, as the case may be, in writing of such election by executing and delivering to Buyer or EVI, as the case may be, the Company agrees Sale Documentation (together with any funds to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico lawprovided therewith) (a “DIP Financing”), the Company shall provide immediate notice to the Lender no later than 30 days after receipt of such DIP Financing notice and (the “DIP Financing Notice”ii) and the Lender shall have the option in its discretion, subject to (x) become a lender under that financing arrangement receipt of any necessary regulatory approvals on the terms set forth in part of Buyer or EVI, as the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and case may be, or any of its Affiliates, close the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement transaction within five days thereafter. Buyer or the Scotiabank FacilityEVI, as applicablethe case may be, by the aggregate principal amount outstanding shall, subject to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement a confidentiality agreement that is substantially the same as that executed by the proposed purchaser, afford Seller during the aforementioned period of 30 days access to the books, records, facilities and personnel of the Company shall provide to the Lender copies of any proposals, term sheets, Business or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.the

Right of First Refusal. In the event thatany Outback Entity ("Transferor") desires to Transfer the System (and any Restaurants owned by CIGI or its Affiliates) or a majority of the vote or value of the capital stock of CIGI, to any person or entity, the Transferor shall, prior to any such Transfer, give MBI written notice of such desire ("Notice of Transfer"), which notice shall specify the property to be transferred ("Property"), the identity of the proposed transferee, and the purchase price, including payment terms and the treatment of liabilities related to the Property ("Purchase Price"). Any purported Notice of Transfer that does not comply with the requirements of this subsection (c) shall be null and void and of no effect hereunder. Upon receipt of a proper Notice of Transfer, MBI shall thereupon have the right to acquire all, but not less than all, of the Property specified in the Notice of Transfer on terms identical to the Purchase Price. In the event the Purchase Price contains terms which MBI cannot reasonably duplicate, MBI shall have the right to substitute the reasonable cash equivalent thereof. MBI shall exercise the right of first refusal contained herein by giving written notice thereof ("Notice of Election") to the Transferor within thirty-five (35) days of the date of the Notice of Transfer. In the event MBI fails to give a Notice of Election to the Transferor within the thirty-five (35) day period, the purchase option contained herein shall lapse, and, if so requested by the Transferor, MBI shall give an affirmative written statement of non-exercise of the right of first refusal within five (5) days of request by the Transferor. The closing for any purchase hereunder shall be consummated and closed in CIGI's principal office on a date and at a time designated by MBI in a notice to the Transferor, provided such consummation and closing date shall occur within ninety (90) days from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (Notice of Election. At such closing the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company Transferor shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating all documents and instruments as are necessary and appropriate, in the opinion of counsel for MBI, to effectuate the transfer of the Property to MBI in accordance with the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in Notice of Transfer, and MBI shall deliver the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivePurchase Price.

Right of First Refusal. In (a) Upon receipt by any Stockholder (the event that"Selling Stockholder") of a bona fide, from arm's length offer in writing (a "Bona Fide Offer") to purchase any and all Shares held by a Selling Stockholder, the date hereof following provisions shall govern if such Selling Stockholder desires to and including the later of sell any such securities in any transaction, other than by a sale pursuant to an effective Registration Statement: (i) July 31All sales of Shares must be entirely for cash (whether or not payable in installments). (ii) The Selling Stockholder shall promptly offer in writing (the "First Reoffer") to sell such securities to the other Stockholder ("Offeree"), 2014 upon terms and conditions no less favorable than contained in the Bona Fide Offer and shall attach a copy of the Bona Fide Offer to the First Reoffer. Such First Reoffer may be accepted at any time by the Offeree within 20 days next following the receipt of the Reoffer (the "Reoffer Period") and such acceptance must be made unconditionally and in full by the accepting Offeree by notice to the Selling Stockholder prior to the expiration of the Reoffer Period. (iii) If the First Reoffer is not accepted within the Reoffer Period, the Selling Stockholder shall promptly offer in writing (the "Second Reoffer") to sell such Shares to the Company upon terms and conditions no less favorable than contained in the Bona Fide Offer and shall attach a copy of the Bona Fide Offer to the Second Reoffer. The Second Reoffer may be accepted by the Company at any time within 20 days next following its receipt. (iv) If an offer to purchase Shares of the Company is not in writing, such offer shall not constitute a Bona Fide Offer and may not be accepted by the Selling Stockholder. (v) The purchase price for the securities which the Company or Offeree elects to purchase shall be payable in cash as provided herein, within 30 days after the exercise of such right to purchase by the Company or such Offeree. The Company shall cooperate with and facilitate any such transaction. (c) Sales to Persons Other than Corporation or Offeree. Upon the expiration of the First Reoffer and Second Reoffer without any such Reoffer being accepted in accordance herewith, the Selling Stockholder shall be free to accept the Bona Fide Offer; provided, however, that (i) the third person or persons so acquiring such shares shall prior to such acquisition agree in writing with the Company and the other Stockholders to hold such securities subject to and in accordance with all of the terms, provisions and considerations contained in this Agreement to the same extent as if such person(s) originally executed this Agreement; (ii) the conclusion of the transaction contemplated by the Bona Fide Offer shall have been effected within 60 days after the later of the Second Reoffer, and if not so effected within such 60 day period, the Bona Fide Offer shall be deemed to have terminated at the end of such period and may not thereafter be accepted; and (iii) if the Forbearance Period (amount of a Bona Fide Offer should be reduced, or if any of its terms or provisions should otherwise be changed, then the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will Bona Fide Offer shall be made under treated as a new Bona Fide Offer and may not be accepted unless the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender this Section 4 shall have the option in its discretion, been complied with and Reoffers made with respect to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveit.

Right of First Refusal. (i) In the event that, from that at any time after the date hereof hereof, in the case of a nursing home, or after the Restriction Period, in the case of an independent or assisted living facility, Seller receives a bona fide third party offer to purchase any portion of the Remaining Land for the purpose of developing, constructing or operating any independent or assisted living facility or nursing home, which offer Seller intends to accept, Seller shall promptly notify Buyer and including identify the later property available (the "Offered Property") and shall set forth the terms and conditions on which it is willing to sell the Offered Property. Buyer may, by written notice to Seller (the "Election Notice") given within fifteen (15) days after receipt of such notice, elect to purchase the Offered Property on the terms so offered by Seller (i) July 31, 2014 or the "Offered Terms"). (ii) If Buyer elects to purchase the end of the Forbearance Period Offered Property, Buyer and Seller shall enter into an agreement (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law"First Refusal Agreement") (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further contained in Seller's notice, except that in the event that any offer or intends to construct a nursing home on the Lender receives Offered Property and has obtained (or has made arrangements to obtain) a Certificate of Need therefor, then (A) Buyer and Seller shall enter into the DIP Financing Notice on a first Refusal Agreement within thirty (30) days after the date which is less than 10 Business Days prior to the end of the ROFR Period Election Notice, and (the “Notice Date”)B) Buyer shall, during such thirty (30) day period, begin to diligently pursue obtaining (or making arrangements to obtain) a Certificate of Need. In such case, the Forbearance Period First Refusal Agreement shall incorporate the terms contained in Seller's notice. Buyer shall be automatically extended by 10 Business Day entitled to any due diligence periods or contingencies set forth in Seller's notice, and in addition, shall have an additional contingency for the sole purpose of enabling Buyer to obtain (or make arrangements to obtain) a Certificate of Need, which additional contingency shall be for a period starting of one hundred eighty (180) days from the Notice Datedate of the Election Notice. In the event that Buyer does not elect to purchase the Offered Property, unless Seller may sell the Lender has provided notice Offered Property on the Offered Terms. In the event that it will Seller does not participate in so sell the DIP Financing. FurtherOffered Property on the Offered Terms, concurrently with the execution of this Agreement the Company shall provide to the Lender copies Seller must notify Buyer of any proposalsnew terms upon which Seller desires to sell the offered Property, term sheets, or commitments that the Company has received and is willing Buyer's right of first refusal hereunder shall thereupon be revised with respect to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivenew terms.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July 31If the Purchaser or any of its Affiliates intends to conduct a block trade of any Securities during the time period specified in Section 5.07(a)(ii), 2014 or (ii) the end Purchaser shall notify the Company in writing of the Forbearance Period such intention and specify in such notice (the “ROFR PeriodSale Proposal”) (x) the number and type of Securities proposed to be so sold (the “ROFR Securities”), (y) the Company agrees period of time during which such Securities are proposed to any financing arrangement wherein advances will be made under sold (the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP FinancingROFR Sale Window”), provided, however, that the Company Sale Window shall provide immediate notice to commence not less than 10 Trading Days after Company’s receipt of the Lender Sale Proposal and shall be a period of such DIP Financing not more than 10 consecutive Trading Days. After the close of market on any Trading Day during the Sale Window (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising LenderRelevant Trading Day”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing but prior to the Company. Notwithstanding open of market on the foregoingimmediately following Trading Day, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant Purchaser may offer to Section 4(b)(viii) hereof or (B) sell to the Company notifies all of the Lender of its material breach of this Agreement and such breach is not cured. Upon Offered Securities by delivering a written notice to the Company from specifying the Lenderper share price at which the Purchaser is willing to sell the Offered Securities (the “ROFR Offer Notice”). (ii) The Company shall have an option to, by written notice (the parties shall negotiate, execute “ROFR Exercise Notice”) to the Purchaser at any time after an Offer Notice has been given and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end open of market on the ROFR Period second Trading Day after the Relevant Trading Day (the “Notice DateROFR Election Period”), elect to purchase all or a portion of the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice Offered Securities at a price per share equal to that it will not participate set forth in the DIP FinancingOffer Notice. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that If the Company has received and is willing duly delivered the Exercise Notice within the Election Period, then payment for the Offered Securities to accept for financing arrangement(s) with the Company wherein advances will be purchased shall be made under by the provisions Company, against delivery of such Offered Securities, no later than the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of 10th Business Day after the Company’s obligations under Puerto Rico lawdelivery of the Exercise Notice. (iii) (each such proposalIf the Company does not elect to purchase all of the Offered Securities in accordance with Section 5.07(b)(ii), a “DIP Financing Proposal”). Furtherthen, the Company Purchaser (or its Affiliate, as applicable) shall provide be entitled to sell the remaining Offered Securities via block trades at any time thereafter but prior to the Lenderopen of market of the fourth Trading Day after the expiration of the Election Period, within one business day after receiptat a price per share not less than the price specified in the Offer Notice. In the event the Purchaser (or its Affiliate, copies as applicable) does not sell all the Offered Securities during such period, the rights of any DIP Financing Proposal that the Company may receiveunder Section 5.07(b)(i) and Section 5.07(b)(ii) shall be revived and shall be applicable to each subsequent proposed block trade of such Offered Securities during the time period specified in Section 5.07(a)(ii).

Right of First Refusal. In (a) After the fifth anniversary of the Closing Date, in the event thatthat WSP shall receive a bona fide offer to purchase (which it is willing to accept) from, any party capable of consummating a sale ( an “Offer”), all, or any portion of, the WSP Shares (the “Offered Shares”), subject to compliance with Section 7.1, prior to accepting an Offer, WSP shall first offer in writing to sell the WSP Shares to the Company at the price and on the terms on which WSP proposes to transfer the Offered Shares pursuant to the Offer to the proposed transferee (the “Company Transfer Notice”). The Company Transfer Notice shall include a copy of the Offer from the date hereof to proposed transferee and including shall set forth the later of (i) July 31number of WSP Shares represented by the Offered Shares, 2014 or (ii) the end name and address of the Forbearance Period proposed transferee, (iii) the “ROFR Period”)amount of consideration to be received by WSP, and (iv) the method of the proposed payment. A copy of the Company agrees Transfer Notice shall be sent to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the all Stockholders. The Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion(the “Company Purchase Option”) to purchase all of the Offered Shares, to (x) become a lender under that financing arrangement at the price and on the terms provided in the Company Transfer Notice. (b) The Company Purchase Option shall be and remain irrevocable for a period of twenty (20) days (the “Company Option Period”) following the date the Company Transfer Notice is given to the Company. At any time during the Company Option Period, the Company may exercise the Company Purchase Option by giving written notice to WSP of its acceptance (the “Company Notice”). If the Company exercises the Company Purchase Option, the parties shall fix a closing date for the purchase, which shall not be less than ten (10) nor more than ninety (90) days after the expiration of the Company Option Period. (c) If the Company does not elect to exercise the Company Purchase Option within the Company Option Period, then WSP shall immediately offer in writing to sell the Offered Shares to the other Stockholders at the price and on the terms on which WSP proposes to transfer the Offered Stock pursuant to the Offer to the proposed transferee (the “Stockholder Transfer Notice”). The Stockholder Transfer Notice shall include a copy of the Offer from the proposed transferee and shall set forth the (i) number of shares represented by the Offered Shares, (ii) the name and address of the proposed transferee, (iii) the amount of consideration to be received by WSP, and (iv) the method of the proposed payment. The other Stockholders shall have the option (the “Stockholder Purchase Option”) to purchase all of the Offered Shares, at the price and on the terms provided in the Stockholder Transfer Notice. (d) The Stockholder Purchase Option shall be and remain irrevocable for a period of twenty (20) days (the “Stockholder Option Period”) following the date the Stockholder Transfer Notice is given to the other Stockholders. At any time during the Stockholder Option Period, any other Stockholder may exercise the Stockholder Purchase Option by giving written notice to WSP of its acceptance (the “Stockholder Notice”). In the event that two (2) or more other Stockholders exercise the Stockholder Purchase Option, each such other Stockholder shall purchase the Offered Shares in the proportion that the number of shares of Stock it holds bears to the total shares of Stock of all the other Stockholders who desire to exercise the Stockholder Purchase Option. If one or more other Stockholders exercises the Stockholder Purchase Option, the parties shall fix a closing date for the purchase, which shall not be less than ten (10) nor more than ninety (90) days after the expiration of the Stockholder Option Period. (e) If no other Stockholders exercise the Stockholder Purchase Option within the Stockholder Option Period, then WSP shall be permitted to offer and sell the Offered Shares to the proposed transferee named in the Offer for a period of ninety (90) days (the “Free Transfer Period”) after the expiration of the Stockholder Option Period at a price not less than the price set forth in the agreement describing said financing arrangement (with Offer, subject to the commitments under such financing arrangement to be allocated pro rata among terms and conditions set forth in the Lender and any of Offer. If WSP does not Transfer the lenders under Offered Shares within the Scotiabank Facility exercising their Free Transfer Period, WSP’s right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing Transfer the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Offered Shares pursuant to this Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement 7.2 shall cease and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute terminate and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances WSP Stockholder will be made under the provisions of the Recovery Act permitting funding on a priority required to comply with this Section 7.2 again before making or super-priority basis (or similar law providing accepting an Offer for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveOffered Shares.

Right of First Refusal. In From the event that, from Closing Date and continuing for the date hereof to and including the later longer of (ia) July 31a period of one (1) year following the effective date of the Initial Registration Statement (as defined in Section 8.1 below) covering the resale of the Securities, 2014 or (iib) two years following the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Closing Date, the Company shall provide immediate notice to give the Lender Investors the right of such DIP Financing first refusal on any future placement or offering of any debt or equity securities (the “DIP Financing Future Securities”) to a proposed third party purchaser. The Company shall, not less than fifteen (15) business days prior to the consummation of such issuance or sale, offer such Future Securities to the Investors by sending written notice (an “Issuance Notice”) to the Investors, which shall state (a) the identity of the proposed third party purchaser, (b) a description of the Future Securities to be issued or sold, including detailed terms of such securities, (c) the amount of the Future Securities proposed to be issued to the proposed third party purchaser (the “Offered New Securities”); (d) the proposed purchase price for the Offered Securities (the “Issuance Price”); and (e) the Lender terms and conditions of such proposed sale. The Issuance Notice shall have also certify that the option Company has received a firm offer from the proposed third party purchaser and in its discretion, to (x) become good faith believes a lender under that financing arrangement binding agreement for the Offered New Securities is obtainable on the terms set forth in the Issuance Notice. The Issuance Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement describing said financing arrangement (with or understanding relating to the commitments under such financing arrangement Offered New Securities and proof satisfactory to be allocated pro rata among the Lender and Company that the Offered New Securities will not violate any applicable securities laws. Upon delivery of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”)Issuance Notice, such that each Exercising Lender’s proportionate share of such financing facility offer shall be determined by dividing irrevocable unless and until the principal amount outstanding rights of first refusal provided for herein shall have been waived or shall have expired. By notification to the Company within ten (10) business days after the Issuance Notice is given, the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Issuance Notice, up to all of the Offered New Securities. The closing of any sale pursuant to this Section 5.2 shall occur within thirty (30) days after the date on which such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, notification is given by the aggregate principal amount outstanding Investor. If the Investors elect to acquire more than all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocationOffered New Securities, then such alternative allocation Offered New Securities shall govern), or (y) propose equivalent or better terms of financing be pro-rated to such Investors in accordance with their respective shareholdings in the Company. Notwithstanding If less than all of the foregoingOffered New Securities are elected to be purchased or acquired as provided in Section 5.2, the ROFR Period shall terminate Company may, during the thirty (30) day period following the expiration of the 10-day period provided in Section 5.2, offer and sell the remaining unsubscribed portion of such securities to the proposed third party purchaser in the event that (A) Issuance Notice at a price not less than, and upon terms no more favorable to the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) proposed third party purchaser than, those specified in the Issuance Notice. If the Company notifies does not enter into an agreement for the Lender sale of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lendersecurities within such period, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that or if such agreement is entered into not consummated within 10 Business Days thirty (30) days after the execution thereof, the right of receipt by the Lender of the DIP Financing Notice; first refusal provided further that in the event that the Lender receives the DIP Financing Notice on hereunder shall be deemed to be revived and such securities shall not be offered to a date which is less than 10 Business Days prior third party unless first reoffered to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate Investors in the DIP Financing. Further, concurrently accordance with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection.

Right of First Refusal. In If the event thatGrantee, from at any time prior to the earlier of (a) the occurrence of a Change in Control Event (as defined herein) or (b) 30 days after the first anniversary of the Merger Termination Date, seeks to sell all or any part of the Shares (i) in a transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to achieve a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer by operation of law upon consummation of a merger), it shall give the Grantor (or a designee of the Grantor) the opportunity, in the following manner, to purchase such Shares: (a) The Grantee shall give notice to the Grantor in writing of its intent to sell Shares (a "Disposition Notice"), specifying the number of Shares to be sold, the price and, if applicable, the material terms of any agreement relating thereto. For purposes of this Section 7, if the Disposition Notice is given with respect to the sale of the Shares pursuant to a tender or exchange officer, it shall be assumed that all Shares tendered will be accepted for payment. The Disposition Notice may be given at any time, including prior to the giving of any Exercise Notice. (b) The Grantor or its designee shall have the right, exercisable by written notice given to the Grantee within five business days after receipt of a Disposition Notice (or, if applicable, in the case of a proposed sale pursuant to a tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date hereof of such tender or exchange offer (the "Expiration Date") if such Disposition Notice was given at least four business days prior to and including such Expiration Date), to purchase all, but not less than all, of the later Shares specified in the Disposition Notice at the price set forth in the Disposition Notice. If the purchase price specified in the Disposition Notice includes any property other than cash, the purchase price to be paid by the Grantor shall be an amount of cash equal to the sum of (i) July 31the cash included in the purchase price plus (ii) the fair market value of such other property at the date of the Disposition Notice. If such other property consists of securities with an existing public trading market, 2014 the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such securities on their principal public trading market for the five trading days ending five days prior to the date of the Disposition Notice shall be deemed to equal the fair market value of such property. If such other property consists of something other than cash or securities with an existing public trading market and, at the time of the closing referred to in paragraph (c) below, agreement on the value of such other property has not been reached, the higher of (i) the cash included in the purchase price and (ii) the average closing price of the Common Stock on the Nasdaq National Market for the five trading days ending five days prior to the date of the Disposition Notice shall be used as the per share purchase price; provided, however, that promptly after the closing, the Grantee and the Grantor or its designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by a nationally recognized investment banking firm selected by the Grantor and approved by the Grantee within 30 days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase of any Shares by the Grantor (or its designee) pursuant to this Section 7, a tender or exchange offer is outstanding, then the Grantor (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Share shall be equal to the highest price paid for a share of Common Stock pursuant to such tender or exchange, or pursuant to any other tender or exchange offer outstanding at any time such tender or exchange offer is outstanding. (c) If the Grantor exercises its right of first refusal hereunder, the closing of the purchase of the Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (or, if applicable, in the case of a tender or exchange offer, no later than one business day prior to the expiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, however, that at any time prior to the closing of the purchase of Shares hereunder, the Grantee may determine not to sell the Shares and revoke the Disposition Notice and, by so doing, cancel the Grantor's right of first refusal with respect to the disposition in question. The Grantor (or its designee) shall pay for the Shares in immediately available funds. (d) If the Grantor does not exercise its right of first refusal hereunder within the time specified for such exercise, the Grantee shall be free for 90 days following the expiration of such time for exercise to sell the Shares (or enter into an agreement to sell the Shares) specified in the Disposition Notice, at the price specified in the Disposition Notice or any price in excess thereof and otherwise on substantially the same terms set forth in the Disposition Notice; provided, that if such sale is not consummated within such 90-day period (or the agreement to sell entered into in such 90 day period is not thereafter performed in accordance with its terms), then the provisions of this Section 7 will again apply to the sale of such Shares. (e) For purposes of the Agreement, a "Change in Control Event" shall be deemed to have occurred if (i) any person has a n acquired beneficial ownership of more than 50% (excluding the Shares) of the outstanding shares of Common Stock or (ii) the end Grantor shall have entered into an agreement, including without limitation an agreement in principle, providing for a merger or other business combination involving the Grantor or the acquisition of 30% or more of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions assets of the Recovery Act permitting funding on Grantor and its subsidiaries, taken as a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivewhole.

Right of First Refusal. In (a) Provided that the event thatregistration agreement regarding the SMI Stock shall have become effective by November 30, from 2004, CASAG shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration) (with the date hereof exception of transfers between CASAG and its Affiliates, provided that the transferee agrees, also vis-à-vis SMI, to be bound by this right of first refusal, i.e. contract for the benefit of SMI; “echter Vertrag zugunsten Dritter”) by way of a private placement or offshore transaction or a sale executed through NASDAQ NMS) any interest in any SMI Stock (a “Transfer”) without first delivering to SMI written notice (the “Sale Notice”). The Sale Notice shall disclose in reasonable detail the number of shares to be Transferred, the identity of the purchaser (unless for sales through NASDAQ NMS or another stock exchange), the price or price formula (including all relevant criteria for calculating the price) and including any other terms and conditions of the later proposed Transfer. Any such proposed Transfer shall be bona fide and to a bona fide purchaser. The Sale Notice shall constitute a binding offer to sell all, but not less than all, of the subject shares to SMI on the same terms and conditions specified in the Sale Notice. Unless CASAG shall have received (i) July 31SMI’s Election Notice (i.e., 2014 the written acceptance of CASAG’s offer) within five New York business days after the Sale Notice was delivered to SMI, (or two New York business days after the Sales Notice, if for a sale through NASDAQ, as the case may be) and (ii) the end full and unreduced purchase price for the SMI stock specified in the Sale Notice from SMI within five New York business days, CASAG shall be free to sell the SMI stock specified in the Sale Notice. (b) SMI may elect to purchase all (but not less than all) of the Forbearance Period shares of SMI stock to be transferred pursuant to the Sale Notice and at the exact conditions described in the Sale Notice by delivering a written notice of such election (the “ROFR PeriodElection Notice”)) to SMI within five (or two, if for a sale through NASDAQ) New York business days after the Company agrees Sale Notice has been delivered to SMI, provided that the Election Notice shall be valid and effective only if it contains an express, unconditional and irrevocable undertaking of SMI to pay the full and unreduced purchase price stated in the Sale Notice, free of any financing arrangement wherein advances will withholdings, set-offs or reductions, within five New York business days from delivery of the Election Notice to CASAG. Within five New York business days after receipt of the Election Notice, SMI shall pay the full and unreduced purchase price stated in the Sale Notice, free of any withholdings, set-offs or reductions, concurrently with and against delivery of the share certificates of the SMI stock specified in the Sale Notice. (c) If within such five (or two, if for a sale through NASDAQ) New York business days, SMI does not elect to purchase all of the shares of SMI stock specified in the Sale Notice, or fails to pay the full and unreduced purchase price for such shares, to be made under calculated as defined in the Sale Notice, to CASAG, CASAG may Transfer the shares of SMI stock, subject to the provisions of Section 5.2 hereof (e.g., the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing remaining holding period, if any, needs to be observed) without any restrictions and for any consideration determined by CASAG whenever CASAG so desires. If SMI has elected to purchase shares of SMI stock specified in the Sale Notice, the sale of such shares, against full and unreduced payment of the respective purchase price, shall be consummated as soon as practical after the delivery of the Election Notice to CASAG, but in any event within five New York business days after SMI delivers to CASAG the Election Notice. If SMI shall have delivered an Election Notice, but shall subsequently fail to pay the full and unreduced purchase price for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)SMI stock in time, the Company CASAG shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in alternatively be entitled, at its discretion, to (x) become demand payment of the applicable purchase price under the Election Notice against transfer of the SMI stock; in such case, SMI shall be obliged to pay to CASAG the applicable purchase price under the Election Notice plus default interest at a lender rate of 6-months EURIBOR plus two per cent per year. If SMI should fail to pay the full and unreduced purchase price for the SMI stock plus default interest, CASAG, notwithstanding any other right or remedy available under that financing arrangement on applicable law and this Agreement, shall also be entitled to rescind the terms set forth sale to SMI by giving at least five New York business days’ prior written notice; and in the agreement describing said financing arrangement event of such rescission, SMI shall hold CASAG harmless for any Loss which CASAG may incur due to SMI’s failure to pay the purchase price for the SMI shares. (with d) All rights under this Section 5.3 shall be for the commitments under such financing arrangement to be allocated pro rata among the Lender and any exclusive benefit of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement SMI as a third party beneficiary (each, an “Exercising Lenderechter Vertrag zugunsten Dritter”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing and, therefore only SMI, but not the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the Buyers nor any third parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with have any other lender(s) rights under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 5.3.

Right of First Refusal. In the event that, from the date hereof If at any time an Investor desires to and including the later transfer any shares of (i) July 31, 2014 Registrable Securities or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees Series B Preferred Stock other than to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocationPermitted Transferee, then such alternative allocation Investor shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon deliver a written notice to the Company (the "Offer Notice"). The Offer Notice shall state in reasonable detail the type and number of Registrable Securities to be transferred (the "Offered Securities") and the terms and conditions of such proposed transfer, including the aggregate purchase price to be paid for the Offered Securities and the identity of the proposed transferee(s). The Company shall have twenty (20) days from the Lender, date of delivery of the parties shall negotiate, execute and Offer Notice to deliver a financing agreement incorporating written notice to such Investor (the "Acceptance Notice"), electing to purchase all or a portion of the Offered Securities on the terms previously agreed to and conditions, and for the aggregate purchase price, set forth in the Offer Notice, in which case the closing of the purchase by the Company with any other lender(s) under of such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender shares shall take place as soon as practicable but in no event more than 30 days after delivery of the DIP Financing Acceptance Notice; provided further that in . In the event that the Lender receives Company does not deliver an Acceptance Notice within 20 days of receipt of the DIP Financing Offer Notice, the Investor shall offer (the "Second Offer Notice") the Offered Securities to the remaining Investors and the Management Stockholders on a pro rata basis. The remaining Investors and the Management Stockholders shall have twenty (20) days from the receipt of such Second Offer Notice to deliver a written notice to the offering Investor electing to purchase all or a portion of the Offered Securities offered to such Investor or Management Stockholder in the Second Offer Notice on a date the terms and conditions, and for the aggregate purchase price, set forth in the Second Offer Notice, in which is case the closing of the purchase by the other Investors and Management Stockholders of such shares shall take place as soon as practicable but in no event more than 30 days after delivery of their Acceptance Notice. Any Offered Securities not purchased by the Company, the other Investors or the Management Stockholders may be sold by the offering Investor to third parties on terms no less than 10 Business Days prior favorable to the end offering Investor for a period of the ROFR Period sixty (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s60) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivedays.

Right of First Refusal. In Stock subject to the event thatRepurchase Option may not be transferred, from except for transfers by operation of law or other involuntary transfer. Before any shares of Stock registered in the date hereof name of Purchaser and not subject to and including the later Repurchase Option may be sold or transferred (excluding transfer by operation of law or other involuntary transfer) such shares shall first be offered to the Company in the following manner: a. The Purchaser or its transferee shall deliver a notice pursuant to subparagraph 10(b) ("Notice") to the principal business office of the Company stating (i) July 31the bona fide intention to sell or transfer such shares, 2014 or (ii) the end number of such shares of Stock to be sold or transferred, (iii) the price and other tennis, if any, for which Purchaser or its transferee proposes to sell or transfer such shares of Stock, and (iv) the name and address of the Forbearance Period proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms. b. The Company shall have the right at any time within twenty (20) days of receipt of the “ROFR Period”)Notice to purchase all of the shares to which the Notice refers at the price per share specified in the Notice, or if no price is specified therein, at the fair market value thereof as determined by the Board of Directors in good faith. Said right shall be exercised by written notice signed by the President or any Vice President of the Company and delivered as provided in subparagraph 10(b) hereof, which notice shall specify the time, place and date for settlement of such purchase. c. In the event the Company does not, for any reason, exercise its right pursuant hereto, the Company agrees may assign such right, provided such right shall not extend beyond such twenty (20) day period. If exercised by the assignee pursuant hereto, the right to any financing arrangement wherein advances will purchase shall be made under exercised by written notice signed by the provisions exercising assignee and delivered as provided in subparagraph 10(b) hereof, which notice shall specify the time, place and date for settlement of such purchase. Purchaser shall sell the shares to the Company or such assignees within thirty (30) days after the date of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring Notice. d. If all of the shares to which the Notice refers are not purchased, as provided in subparagraphs 5(b) or 5(c) above, the Purchaser may sell such shares to the person named in the Notice at the price and terms specified in the Notice, provided that such sale or transfer is consummated within seventy five (75) days of the date of the Notice to the Company’s obligations under Puerto Rico law, and provided further that any such sale is in accordance with all the terms and conditions hereof. If Purchaser does not consummate the sale or transfer within such seventy five (75) (a “DIP Financing”)day period, the right provided hereby shall be deemed to be revived with respect to such shares and no sale or transfer shall be effected without first offering the shares in accordance herewith. e. Notwithstanding the above, neither the Company nor the assignees of the Company shall provide immediate notice have any right of first refusal under this Section 5 at any time subsequent to the Lender following: i) the closing of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretiona bona fide, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any firm commitment underwritten public offering of the lenders common stock of the Company pursuant to a Registration Statement declared effective under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Act, or ii) the first date on which the Stock is held of record by more than five hundred (y500) propose equivalent or better terms persons. In addition, the Company's right of financing first refusal under this Section 5 shall not apply to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant proposed sale or transfer by Purchaser of stock subject to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender as part of the DIP Financing Notice; provided further that sale of all or substantially all of Purchaser's assets ("Sale of Assets") except in the event that the Lender receives the DIP Financing Notice on Sale of Assets is to a date which is less than 10 Business Days prior to the end direct competitor of the ROFR Period (Company or to such other entity which directly or indirectly controls a direct competitor of the “Notice Date”)Company and provided that in such circumstance, the Forbearance Period time period set forth in subparagraph 5(d) above shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive180 days.

Right of First Refusal. In the event that, from the date hereof to and including the later of (i) July If at any time following March 31, 2014 or (ii) 2001, the end owner of the Forbearance Period Designated Property (the “ROFR PeriodSeller of Designated Property”) receives a bona fide offer from a third party to purchase all or any part of the Designated Property for a purchase price that has been reached through arms-length negotiation and the Seller of Designated Property wishes to accept such offer (the “Third Party Offer”), that Seller of Designated Property shall, as a condition precedent to his or her right to sell such Designated Property to the third party, comply with the following procedure: 1. By written notice (the “Notice of Sale of Designated Property”), the Company agrees Seller of Designated Property shall inform the Collateral Agent of the Third Party Offer. The Notice must contain the name of the offeror, a description of the Designated Property to any financing arrangement wherein advances will be made under sold, the purchase price, the proposed closing date (which shall in no event be sooner than twenty Business Days from the date of the Notice of Sale of Designated Property), all other terms and conditions of the Third Party Offer and shall further contain an offer to sell all of such Designated Property to the Collateral Agent or its assign pursuant to the terms and provisions of this §7.12(d) and on the Recovery Act permitting funding on same terms and conditions contained in the Third Party Offer. 2. The Collateral Agent may elect, in accordance with §24 of the Security Agreement, with the consent of the Required Banks, the Required Holders and the Administrative Agent, exercisable within twenty Business Days of the receipt of the Notice of Sale of Designated Property, to purchase all of such Designated Property contained in the Third Party Offer. In addition, the Collateral Agent, in accordance with §24 of the Security Agreement, with the consent of the Required Banks, the Noteholders and the Administrative Agent, shall be entitled to assign its right to purchase such Designated Property to one or more third parties. 3. If the Collateral Agent shall elect to purchase all of such Designated Property, it shall, in accordance with §24 of the Security Agreement, deliver notice of the exercise of its option to the Seller of Designated Property not later than the expiration of the twentieth Business Day following receipt of the Notice of Sale of Designated Property. In addition, if the Collateral Agent shall assign some or all of its right to purchase such Designated Property to a priority or super-priority basis third party, it shall, in accordance with §24 of the Security Agreement, deliver notice of such assignment, together with notice of Designated Property to be purchased by such third party, not later than the twentieth Business Day following receipt of the Notice of Sale of Designated Property. Following delivery of the Collateral Agent’s (or similar law providing for the restructuring third party’s) notice of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)exercise of the option granted herein to purchase such Designated Property, the Company Collateral Agent (or such third party) shall, in accordance with §24 of the Security Agreement, set a closing date, which shall provide immediate be not later than thirty days following the delivery of the Collateral Agent’s (or the third party’s) notice of exercise of right to purchase such Designated Property. 4. To the Lender extent that the Collateral Agent and its assigns shall not elect to purchase all of such DIP Financing (Designated Property, the “DIP Financing Notice”) and the Lender Seller of Designated Property shall have the option in its discretion, thereafter be entitled to (x) become a lender under that financing arrangement on sell all of such Designated Property upon the terms and conditions set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Notice of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share Sale of Designated Property. Any modification of such financing facility terms and conditions shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company require additional compliance with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”this §7.12(d). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receive.

Right of First Refusal. In the event that, from the date hereof to and including the later of (ia) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender Buyer shall have the option in its discretion, right of first refusal to (x) become a lender under that financing arrangement on purchase any additional tonnage which becomes available from the terms set forth in Coal Property during the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach term of this Agreement and such breach which is not curedbeyond Seller's contract commitments as of January 1, 1997. Upon written notice to the Company from the Lender, the parties Seller shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to notify Buyer by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days 15th of receipt by the Lender each month of the DIP Financing Notice; expected available tonnage for the succeeding three months or longer if Seller has a specific sales opportunity with a corresponding term longer than three months under consideration. Included in this notice Seller shall quote a price, coal quality and schedule for the coal which may be available to Buyer. Buyer shall within two working days of receiving the notice give Seller notice of its purchase or refusal to purchase this coal provided further the aggregate price does not exceed $1.0 million. If the aggregate price exceeds $1.0 million, Buyer CONTRACT #▇▇-▇▇▇-▇▇▇ shall within seven working days of receiving the notice give Seller notice of its purchase or refusal to purchase this coal. (b) If Buyer refuses to purchase this coal or does not accept the purchase of this coal within the aforementioned time period, Seller shall be free to sell this coal to a third party at an equivalent quality and at a price no lower than that in the event quoted to Buyer. If Seller obtains an offer from a third party to purchase at an equivalent quality and at a lower price (or at a higher quality) than that the Lender receives the DIP Financing Notice on a date quoted to Buyer which is less than 10 Business Days prior acceptable to Seller, then Seller must offer Buyer the end new sale price or quality terms under the acceptance provisions of Subsection (a) above. Within five working days after Seller enters into any contract with the third party to sell coal pursuant to this Section 3.3, Seller shall give written confirmation to Buyer of the ROFR Period (sale. Buyer shall have the “Notice Date”), right to audit Seller's records to verify the Forbearance Period sale and price of any such transactions subject to appropriate confidentiality restrictions. Any additional tonnage which Buyer exercises its right to purchase under this SECTION 3.3 hereinafter shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution referred to as "Right of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveFirst Refusal Tonnage."

Right of First Refusal. Seller hereby grants to Buyer an irrevocable right of first refusal to purchase any of Seller’s additional Future Receivables that Seller desires to sell (the “ROFR”). In the event thatSeller desires to sell any additional Future Receivables at any time following the Effective Date, Seller shall notify Buyer in writing setting forth all material economic terms of such transaction (the “Offer Notice”). After receipt of the Offer Notice, Buyer shall have a period of ten (10) days from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end receipt of the Forbearance Period Offer Notice within which to notify Seller in writing of its election to purchase the additional Future Receivables offered for sale by Seller in the Offer Notice (the “ROFR PeriodBuyer’s Notice”). In the event Buyer fails to timely deliver the Buyer’s Notice to Seller, Buyer shall be deemed to have waived Buyer’s rights with respect to the Company agrees to any financing arrangement wherein advances will be made under the provisions purchase of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for additional Future Receivables contained in the restructuring Offer Notice, and Seller may thereupon proceed with the sale of the Company’s obligations under Puerto Rico law) (additional Future Receivables on terms no more favorable to a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms prospective buyer than set forth in the agreement describing said financing arrangement (Offer Notice. In the event Buyer timely provides Seller with the commitments under Buyer’s Notice, the Parties shall consummate the sale of the additional Future Receivables set forth in the Offer Notice within ten (10) days after the Buyer’s Notice or at such financing arrangement other time as the Parties may mutually agree. The ROFR shall terminate two (2) years after the Effective Date. Seller acknowledges, understands, and agrees that Buyer, in Buyer’s sole and absolute discretion, may record a memorandum in the Public Records of any county in the United States confirming Buyer’s ROFR to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising LenderSeller’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveadditional Future Receivables.

Right of First Refusal. In From and after the event thatClosing Date and until the second anniversary of the Closing Date, Buyer grants Seller a right of first refusal to purchase the Property (the "Right") on the terms and conditions set forth in this Amendment. If Buyer receives a bona fide offer to purchase all or any portion of the Property from a bona fide purchaser or if Buyer intends to submit an offer to sell all or any portion of the date hereof Property to a bona fide purchaser (the "Offer"), Buyer shall promptly give written notice of the Offer to Seller with a copy of the Offer attached (the "Offer Notice"). Seller shall have three (3) business days from receipt of the Offer Notice in which to elect to accept the Offer and including purchase the later Property described in the Offer Notice (the "Offer Property") on the same terms and conditions set forth in the Offer (except as to the time of closing, which shall be the longer of (i) July 31, 2014 the date which is ninety (90) days from the date Seller elects to purchase the Offer Property or (ii) the end date for closing specified in the Offer). Seller's election shall be exercised by giving written notice to Buyer prior to 5:00 p.m., M.S.T. on the third (3rd) business day after receipt of the Forbearance Period Offer Notice. If Seller does not accept the Offer within such three (3) day period, Buyer may thereafter sell the “ROFR Period”), Offer Property on substantially the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the same terms as set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (eachOffer; provided, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, providedhowever, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing price offered to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which another party is less than 10 Business Days prior ninety-five percent (95%) of the amount set forth in the Offer, Buyer shall again offer the Offer Property to Seller as set forth above before consummating a sale of the Offer Property. If the Offer Property is sold to another party pursuant to the end terms of the ROFR Period (the “Notice Date”)this Section, the Forbearance Period Right and the Option (as defined below) shall automatically terminate and be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently of no further force and effect with the execution of this Agreement the Company shall provide respect to the Lender copies Offer Property on the closing date of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivesale.

Right of First Refusal. In the event that, from (i) From the date hereof to and including until the later of date that is the twelve (i12) July 31, 2014 or (ii) the end month anniversary of the Forbearance Period (the “ROFR Period”)Closing, upon any issuance by the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on Ordinary Shares, Ordinary Shares Equivalents or debt for cash consideration, Indebtedness or a priority or super-priority basis (or similar law providing for the restructuring combination of the Company’s obligations under Puerto Rico law) units hereof (a “DIP Subsequent Financing”), the Company Buyer shall provide immediate notice have the right to participate in up to an amount of the Lender Subsequent Financing equal to one hundred percent (100%) of such DIP the Subsequent Financing (the “DIP Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing provided that such participation does not cause the Company to violate any rules of the Nasdaq Stock Market. (ii) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Buyer a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Buyer if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of Buyer, and only upon a request by the Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Buyer. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Lender Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall have include a term sheet or similar document relating thereto as an attachment. (iii) If the option Buyer desires to participate in its discretionsuch Subsequent Financing, the Buyer must provide written notice to (x) become a lender under the Company that financing arrangement the Buyer is willing to participate in the Subsequent Financing, the amount of the Buyer’s participation, and representing and warranting that the Buyer has such funds ready, willing, and available for investment on the terms set forth in the agreement describing said financing arrangement Subsequent Financing Notice. (iv) If notifications by the Buyer of its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under Persons set forth in the Scotiabank Facility exercising their Subsequent Financing Notice. (v) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Buyer will again have the right of participation set forth above in this Section 4(m), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (vi) The Company and the Buyer agree that if the Buyer elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Buyer shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Buyer. (vii) Notwithstanding anything to the contrary in this Section 4(m) and unless otherwise agreed to by the Buyer, the Company shall either confirm in writing to the Buyer that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such financing arrangement (each, an “Exercising Lender”), a manner such that each Exercising Lender’s proportionate share the Buyer will not be in possession of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facilityany material, as applicablenon-public information, by the aggregate principal amount outstanding tenth (10th) Trading Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Trading Day, no public disclosure regarding a transaction with respect to all Exercising Lenders under the Credit Agreement Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Buyer, such transaction shall be deemed to have been abandoned and the Scotiabank FacilityBuyer shall not be deemed to be in possession of any material, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing non-public information with respect to the Company. Company or any of its Subsidiaries. (viii) Notwithstanding the foregoing, the ROFR Period this Section 4(m) shall terminate not apply in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender respect of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receivean Exempt Issuance.

Right of First Refusal. In If Employee desires to transfer (except for a transfer to the event that, from "Ades Family Trust") any shares of common stock which he has acquired pursuant to the date hereof to and including the later of (i) July 31, 2014 or (ii) the end exercise of the Forbearance Period option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the “ROFR Period”"Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the Company agrees number of Shares to any financing arrangement wherein advances will be made under transferred, the provisions price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the Recovery Act permitting funding on a priority or super-priority basis proposed sale and the number of Shares to be sold. For fifteen (or similar law providing for the restructuring 15) days following delivery of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)Notice, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in its discretionthe Notice. In the event of a Market Sale, to (x) become a lender under that financing arrangement such purchase price shall be the Fair Market Value of the Shares on the terms set forth in day the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any Company exercises its option but not less than Fair Market Value of the lenders under Shares on the Scotiabank Facility exercising their right first applicable day after receipt of writen notice of the Employee's intention to participate in transfer such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share Shares. The "applicable day" is defined as the first day after dilvery of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from that the Lender, Employee could have sold the parties Shares on the open market.Such option shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed be exercisable by delivery of written notice to Employee within such fifthteen (15) day period. Any Shares not purchased by the Company with any other lender(smay, for a period of sixty (60) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by days commencing on the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring expiration of the Company’s obligations under Puerto Rico law) (each 's option to purchase such proposalShares, a “DIP Financing Proposal”). Further, the Company shall provide be sold to the Lender, proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within one business such sixty (60) day after receipt, copies period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any DIP Financing Proposal Shares issued pursuant to this option shall bear a restrictive legend stating that such Shares are subject to the Company may receiveright of first refusal set forth in this Section 11.

Right of First Refusal. In Sellers hereby grant to Purchaser a right of first refusal with respect to the event thatOwned Real Property, from the date hereof to and including the later Office Space, Warehouse Space and Retail Space as follows: (a) If any Seller has received a bona fide written offer (“Sale Offer”) that is acceptable to such Seller and that such Seller wishes to accept, for any purchase or other disposition of, the Owned Real Property or any portion thereof (a “Sale”), Sellers shall, within 5 Business Days thereafter give written notice to Purchaser of the Sale Offer (the “Sale Notice”). The Sale Notice shall specify (i) July 31the Owned Real Property or portion thereof which is the subject of the Sale Offer (“Sale Property”), 2014 or (ii) the end amount and type of consideration which Sellers will receive, (iii) the identity of the Forbearance Period offeror, (iv) the “ROFR Period”), place and date on which the Company agrees Sale is to any financing arrangement wherein advances will be made under the provisions consummated and (v) all other material terms of the Recovery Act permitting funding on a priority or super-priority basis Sale Offer and proposed Sale, which terms must be in writing and contain sufficient detail to create an enforceable and binding agreement if such writing were to be executed by the parties. (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico lawb) (a “DIP Financing”)Purchaser, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender its assignees, shall have the option exclusive right during the period of 15 days following receipt of such Sale Notice to elect to acquire the Sale Property upon the same terms and conditions as set forth in the Sale Notice; provided, however, that Purchaser may acquire the Sale Property with the cash equivalent of any non-cash consideration set forth in the Sale Notice. Purchaser may exercise such right by notifying Sellers in writing before the expiration of such 15-day period. During such period, Sellers shall allow Purchaser access to the Sale Property and any books and records pertaining to the Sale Property for the purpose of conducting a reasonable due diligence investigation. (c) The acquisition of the Sale Property pursuant to this Section 7.6 shall be consummated at a closing to be held not later than 30 days after the expiration of Purchaser’s 15-day refusal period provided for in paragraph (b) above. (d) If Purchaser does not exercise its discretionrights to acquire the Sale Property pursuant to this Section, then Sellers shall thereafter be free, subject to (x) become the HQ Lease Agreements, for a lender under that financing arrangement period of 90 days to sell or otherwise dispose of, without further obligation to Purchaser, the Sale Property at the price set forth in the Sale Notice and on the terms otherwise no less favorable to Sellers than economic terms set forth in such Sale Notice. If Sellers fail to consummate the agreement describing said financing arrangement sale or other disposition within such 90-day period, the Sale Property shall be subject again to the operation of this Section 7.6. (with e) The right of first refusal and Sellers’ obligations contained in this Section shall commence on the commitments under such financing arrangement to be allocated pro rata among Closing Date and shall terminate on the Lender and any one-year anniversary of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Closing Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide Parties will execute and place of record in the appropriate real estate records a memorandum (prepared by Purchaser and subject to the Lender, within one business day after receipt, copies reasonable approval of any DIP Financing Proposal that the Company may receiveSellers) sufficient to place third parties on notice of the right of first refusal contained herein.

Right of First Refusal. In (a) If at any time the event that, from the date hereof to and including the later of (i) July 31, 2014 Optionee or (ii) the end any permitted transferee of the Forbearance Period Optionee (hereinafter referred to as a "Selling Stockholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (hereinafter called the “ROFR Period”Proposed Transferee), the Company agrees Selling Stockholder shall submit a written offer (hereinafter called the Offer) by delivering the Offer to the Corporation to sell such Shares (hereinafter called the Offered Shares) to the Corporation on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell the Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any financing arrangement wherein advances will be made under other material facts relating to the proposed sale. The Offer shall further state that the Corporation may acquire, in accordance with the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”)this Agreement, the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under Offered Shares for the Scotiabank Facility exercising their right price and upon the other terms and conditions set forth therein. (b) If the Corporation desires to participate purchase any of the Offered Shares it shall communicate in such financing arrangement (eachwriting its election to purchase to the Selling Stockholder which communication shall state the number of Offered Shares that the Corporation desires to purchase, an “Exercising Lender”)and shall be given within 20 days of the date that the Offer was made. Such communication shall, such that each Exercising Lender’s proportionate share when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such financing facility Offered Shares. (c) Sales of such Offered Shares to be sold to the Corporation pursuant to this paragraph 11 shall be determined by dividing made at the principal amount outstanding to such Exercising Lender under offices of the Credit Agreement or Corporation within 60 days following the Scotiabank Facilitydate the Offer was made. (d) If the Corporation does not purchase all of the Offered Shares, as applicable, the remaining Offered Shares may be sold by the aggregate principal amount outstanding to all Exercising Lenders under Selling Stockholder at any time within 120 days after the Credit Agreement and date the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then Offer was made. Any such alternative allocation sale shall govern), or (y) propose equivalent or better terms of financing be to the CompanyProposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Notwithstanding Any remaining Offered Shares not sold within such 120 day period shall continue to be subject to the foregoingrequirements of a prior offer pursuant to this paragraph 11. If Offered Shares are sold pursuant to this paragraph 11, the ROFR Period purchaser of such Offered Shares shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach execute a counterpart of this Agreement and such breach is not cured. Upon written notice agreeing to the Company from the Lender, the parties shall negotiate, execute and deliver be bound by this paragraph 11 as a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender precondition of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior purchase of such Offered Shares and any Offered Shares sold to the end of the ROFR Period (the “Notice Date”), the Forbearance Period such Proposed Transferee shall continue to be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution subject to said provisions of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that extent as if the Company has received and is willing to accept for financing arrangement(s) with Proposed Transferee were the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each Selling Stockholder transferring such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveOffered Shares.

Right of First Refusal. In Should Landlord during the event thatTerm enter into an agreement to sell the Premises, from the date hereof to and including the later of or any portion thereof, (i“Sales Agreement”) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company Landlord shall provide immediate to Tenant a written notice of intent to the Lender of such DIP Financing sell (the “DIP Financing Notice”) and with a copy of the Lender Sales Agreement. Tenant shall have and may exercise an option to acquire the option in its discretionPremises, or the portion thereof subject to (x) become a lender under that financing arrangement the Sales Agreement, on the same terms and conditions, other than as to the identity of the purchaser and date for closing, as are set forth in the agreement describing said financing arrangement (Sales Agreement. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant’s intention to exercise such option, then subject to and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later than the 150th day after receipt by Tenant of the Notice and copy of the Sates Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the commitments under terms of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in option, then at such financing arrangement (eachtime as Tenant may specify, an “Exercising Lender”), such that each Exercising Lender’s proportionate share but no later than 90 days following receipt by Landlord of such financing facility shall be determined by dividing notice from Tenant, and at such place within the principal amount outstanding to such Exercising Lender under city or town where the Credit Agreement or the Scotiabank Facility, Premises is located as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern)Tenant may specify, or (y) propose equivalent such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises or better terms of financing portion thereof subject to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSales Agreement.

Right of First Refusal. (a) Except as provided in Section 3.4, Canopy shall not Transfer any Securities unless Canopy shall have first provided the Investors with written notice of the proposed transfer of such Securities (the "SUBJECT SECURITIES"), and shall have offered to sell to the Investors all of such Subject Securities (an "OFFER NOTICE"). The Offer Notice shall include a statement of intention to Transfer the Subject Securities to a third party, the plan of disposition, and if the Transfer is pursuant to a bona fide offer ("BONA FIDE Offer") of a third party (the "BONA FIDE TRANSFEREE") the name and address of the Bona Fide Transferee and all of the terms of the Bona Fide Offer. (b) The Investors shall have the right to purchase, severally or jointly, all or any portion of the Subject Securities, and shall exercise such right by Advent providing written notice thereof (an "ELECTION NOTICE") to Canopy within ten (10) days after the Investors' receipt of the Offer Notice. In the event thatElection Notice, from Advent shall indicate the number of Subject Securities to be purchased, the Investors that will be purchasing such Subject Securities, and the date hereof for the closing of such purchase (which shall not be more than twenty (20) days after the date Advent provides such Election Notice). (c) If the offer of Subject Securities is pursuant to a Bona Fide Offer and including is for cash or cash plus deferred payments of cash, the Investors shall pay a purchase price per share for the Subject Securities equal to the price per share offered to be paid by the Bona Fide Transferee described in the Offer Notice, which price shall be paid in cash or, if so provided in the offer of the Bona Fide Transferee, cash plus deferred payments of cash in the same proportions and on the same terms of deferred payment as set forth in the Bona Fide Offer. (d) If the offer of Subject Securities is pursuant to a Bona Fide offer and is for consideration other than cash or cash plus deferred payments of cash, the Investor shall pay the cash equivalent of such other consideration. If Canopy and the Investors cannot agree on the amount of such cash equivalent within ten (10) days after Advent provides the Election Notice to Canopy, either Canopy or Advent may, by three (3) days' written notice to the other, initiate appraisal proceedings for determination of the cash equivalent. The Investors may choose to revoke their election to purchase Subject Securities based on the determination of the appraised value of the cash equivalent pursuant to Section 3.2(e) below, and shall exercise such option by providing written notice to Canopy of such revocation within ten (10) days after such determination. (e) If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for Subject Securities, then Canopy and Advent shall each promptly (but no later than five (5) days thereafter) appoint as an appraiser an individual who shall be a member of an independent investment banking firm. Each appraiser shall, within twenty (20) days of appointment, separately investigate the value of the consideration for the Subject Securities as of the proposed transfer date and shall submit a notice of an appraisal of that value to each party. Each appraiser shall be instructed to determine such value without regard to income tax consequences to Canopy as a result of receiving cash rather than other consideration. If the appraised values of such consideration (the "EARLIER APPRAISALS") vary by less than ten percent (10%), the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the appraised values vary by more than ten percent (10%), the appraisers, within ten (10) days of the submission of the last appraisal, shall appoint a third appraiser who shall be a member of a nationally recognized investment banking firm. The third appraiser shall, within twenty (20) days of his appointment, determine which one of the Earlier Appraisals more accurately represents the value of the consideration for the Subject Securities and such appraisal will control. If any party fails to appoint an appraiser within five (5) days after the initiation of an appraisal procedure or if one of the two initial appraisers fails after appointment to submit his appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. Canopy and the Investors shall each bear the cost of its respective appointed appraiser, and the cost of the third appraisal shall be shared equally by Canopy and the Investors. (f) If the proposed Transfer of Subject Securities is not pursuant to a Bona Fide Offer, the Investors shall pay cash in an amount equal to the average closing price per share of Common Stock on the Nasdaq SmallCap Market for the twenty (20) trading days prior to (and not including) the date of the Election Notice, multiplied by the number of Subject Securities to be purchased as set forth in the Election Notice. (g) The closing of the purchase shall take place at such time, date and location as shall be mutually agreeable to Canopy and Advent (but not later than twenty (20) days after the last Election Notice is given or, if an appraisal procedure is initiated pursuant to Section 3.2(d), the final determination of the value of the cash equivalent). The purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash shall be delivered at the closing. In connection with such closing, neither Canopy nor the Investors shall be required, at any time prior to or at the closing, to make any representation to the other parties concerning whether such party is in possession of any material, non-public information regarding the Company. At the closing, Canopy shall deliver to the Investors the certificates evidencing the Subject Securities to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. (h) To the extent that the Investors decline to purchase any Subject Securities, Canopy may Transfer such Subject Securities to the Bona Fide Transferee or other third party only in strict accordance with the terms stated in the Offer Notice. If Canopy shall fail to make such Transfer within sixty (60) days following (i) July 31, 2014 the expiration of the time period provided in Section 3.2(b) for Advent to deliver an Election Notice or (ii) the end date Canopy receives notice of the Forbearance Period (the “ROFR Period”), the Company agrees Investors' revocation of their election to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of purchase such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates Subject Securities pursuant to Section 4(b)(viii) hereof or (B) 3.2(d), as the Company notifies case may be, such Subject Securities shall again become subject to the Lender of its material breach restrictions of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 3.2.

Right of First Refusal. Throughout the term of this Lease, in the event Landlord shall receive a bona fide offer for the purchase of all or any part of the Demised Premises, and which offer Landlord desires to accept, Landlord shall send notice thereof to Tenant as herein provided, setting forth the name and address of the offeror and the terms of the offer. Tenant shall have fourteen (14) days after receipt of such notice in which to elect to purchase the Demised Premises, or the part thereof subject to the offer, as the case may be, on the same terms and conditions as contained in the offer, such election to be exercised by notice in writing to Landlord as hereinafter provided, sent within such fourteen-day period. In the event thatTenant shall elect to purchase such property, from such notice of election to purchase shall designate a date for the date hereof to and including the later of (i) July 31, 2014 or (ii) the end closing of the Forbearance Period transaction not less than thirty (30) days nor more than ninety (90) days after the “ROFR Period”)exercise of such option, and the Company agrees closing shall be held on the closing date so designated. In the event Tenant shall not elect to any financing arrangement wherein advances will purchase such property, then Landlord shall be made under permitted to consummate the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice sale thereof to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement offeror on the terms and conditions set forth in the agreement describing said financing arrangement notice of such offer to Tenant. In the event, however, that Landlord shall not consummate such sale to the offeror on such terms and conditions within ninety (with 90) days from the commitments under such financing arrangement to be allocated pro rata among the Lender and any date of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share sending of notice of such financing facility offer to Tenant, then the provisions hereof shall be determined by dividing fully reinstated and the principal amount outstanding rights of Tenant hereunder shall be restored with respect to any subsequent sale of the Demised Premises, or any portion thereof. In any event, this right of first refusal shall remain in full force and effect during the Term of this Lease as to any part of the Demised Premises not subject to such Exercising Lender under offer. Tenant's right of first refusal shall be applicable throughout the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof or (B) the Company notifies the Lender of its material breach of this Agreement and such breach is not cured. Upon written notice to the Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender entire term of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to the end Lease, notwithstanding any transfers or sale of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, Demised Premises or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveportion thereof.

Right of First Refusal. In (a) If, during the event thatOption Period, (A) either the Company or Parent receives an offer from a third party to purchase the Company Assets (regardless of the price) and (B) Parent desires to accept such offer, then the Company or Parent (as applicable) shall deliver a copy of the letter of intent with respect to such proposed sale, or, if such letter of intent is not in existence or disclosure is not permitted, written notice of the proposed sale (the “Notice of Offer”) to Acquisition Co. within five (5) business days of the date hereof to and including that the later Company received the offer. The Notice of Offer shall specify (i) July 31, 2014 or the proposed purchaser; (ii) the end proposed purchase price; (iii) the assets proposed to be purchased and the liabilities proposed to be assumed; and (iv) all other terms and conditions of such proposed sale (e.g. payments terms, holdback amounts, purchase price adjustments, proposed closing date, etc.). The Notice of Offer shall, subject to paragraph (d) below, constitute an offer by the Company to sell the Company Assets to Acquisition Co. at (y) the proposed purchase price, if such price is less than the Agreed Purchase Price, or (z) the Agreed Purchase Price, if the proposed purchase price is more than the Agreed Purchase Price. In addition, if the Company or Parent receives an offer from a third party to purchase the Company Assets and Parent does not desire to accept such offer, the Company or Parent (as applicable) shall promptly notify Acquisition Co. of the Forbearance Period receipt of such offer and provide it with information similar to the information included in the Notice of Offer; provided, however, that such notification shall not constitute the delivery of a Notice of Offer and Acquisition Co. shall not have the right to purchase the Company Assets pursuant to the terms of such an offer. (b) Acquisition Co. shall have the right (the “ROFR PeriodRight”) for a period ending on the first day which is five (5) business days following Acquisition Co.‘s receipt of the Notice of Offer, to elect to purchase the Company Assets at the price set forth in Section 3(a) above, subject to the terms and conditions set forth in this Agreement and in accordance with the terms and conditions of the Contract. The Right shall be exercised by Acquisition Co., if at all, by delivering a letter of intent to the Company stating that it is electing to purchase the Company Assets pursuant to this Agreement and in accordance with the terms and conditions of the Contract (the “Letter of Intent”), . In the Company agrees event that Acquisition Co. delivers the Letter of Intent to any financing arrangement wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate work exclusively with Acquisition Co. to consummate the sale of the Company Assets for the 60-day period following delivery. In the event that Acquisition Co. does not deliver the Letter of Intent during such five-day (5) period, it shall be deemed to have declined to purchase the Company Assets. (c) If Acquisition Co. exercises the Option by delivering the Letter of Intent, Parent, the Company and Acquisition Co. shall use reasonable good faith efforts to close the transaction within a reasonable time after receipt of the Letter of Intent, but not later than sixty (60) days after notice is given. The closing shall be conducted in accordance with the terms of the Contract. (d) If Acquisition Co. does not elect to purchase all of the Company Assets or if the closing does not occur within sixty (60) days after delivery of the Letter of Intent, then the Company (i) shall be under no obligation to sell the Company Assets and (ii) may sell the Company Assets to the Lender proposed purchaser in the Notice of such DIP Financing Offer (the “DIP Financing NoticeThird Party Purchaser”). In the event that the Company consummates a sale of the Company Assets to the Third Party Purchaser, the Company will promptly pay to Acquisition Co. 50% of the portion (if any) and of the Lender shall have consideration actually received by the option in its discretionCompany from such Third Party Purchaser that exceeds the Agreed Purchase Price. For purposes of clarification, any other third party offer will be subject to (x) become a lender under that financing arrangement on the terms Right of First Refusal set forth in this Section 3 during the agreement describing said financing arrangement Option Period. If such sale to the Third Party Purchaser is not consummated within (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any A) seventy five (75) days after delivery of the lenders under the Scotiabank Facility exercising their right Notice of Offer to participate in such financing arrangement (eachAcquisition Co., an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4(b)(viii) hereof Acquisition Co. does not exercise its Right, or (B) one hundred and thirty five (135) days after delivery of the Company notifies the Lender Letter of its material breach of this Agreement and such breach is not cured. Upon written notice Intent to the Company from the LenderCompany, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that such agreement is entered into within 10 Business Days of receipt by the Lender of the DIP Financing Notice; provided further that in the event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior Acquisition Co. exercises its Right but fails to close within sixty (60) days, such sale will again become subject to the end Right of the ROFR Period (the “Notice Date”), the Forbearance Period shall be automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate First Refusal set forth in the DIP Financing. Further, concurrently with the execution of this Agreement the Company shall provide to the Lender copies of any proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to the Lender, within one business day after receipt, copies of any DIP Financing Proposal that the Company may receiveSection 3.