Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.

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

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify as follows: 8.2.1. The Member desiring to transfer his or her Interest first must provide written notice (hereinafter referred to as the Partnership and “Notice”) to the other Partners in writing Members, specifying the price and terms on which the Member is prepared to sell the Interest (hereinafter referred to as the "Other Partners"“Offer”). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. 8.2.2. For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3. Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by be less than 45 days after expiration of the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise30- day notice period. 8.2.4. If any the other Members fail or refuse to notify the transferring Member of the Other Partners declines their desire to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not agreed closed within six months after the expiration of the 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be purchased by sold or conveyed. 8.2.5. Notwithstanding the Other Partnersforegoing provisions of Section 8.2, should the Transferor may transfer sole remaining Member be entitled to and elect to acquire all the remaining interest to Interests of the assignee. Any transfer must completed other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4, if In the event any Person desires holder of Warrants or Warrant Shares ("Offeror") proposes to transfer sell all or any or all portion of the interest in the Partnership Warrants or Warrant Shares owned by himthe holder to a person or entity other than an affiliate of the holder, or if any such interest becomes subject the Offeror shall first deliver to an involuntary transfer such Person the Company a written notice (the "TransferorNotice of Proposed Sale") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth specifying the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaserpurchaser ("Proposed Purchaser"), the date number of Warrants or Warrant Shares proposed to be sold to the Proposed Purchaser ("Offered Shares"), and all of the terms, including the price, of the proposed transfer, sale and stating that the proposed transfer price (in terms of a dollar amount) and Company has the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect right to purchase the entire interest, it shall notify Offered Shares in accordance with the Other Partners of following terms: (i) During the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 6030-day period following receipt of the Notice of Proposed Sale ("Exercise Period"), the Company shall have the right to purchase all, all (but not less than all, ) of the interest that Offered Shares, at the Partnership did not elect to purchaseprice and on the terms specified in the Notice of Proposed Sale. Such purchase by the Other Partners will be in proportion The company shall give written notice of its election to the ownership interest in Offeror during the Partnership owned by such Other Partners Exercise Period. (omitting, for purposes of such calculation, ii) If the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is Offered Shares have not agreed to be been purchased by the Other PartnersCompany as specified herein, the Transferor may transfer Offeror shall have the remaining interest right, but only for a period of six (6) months after the expiration of the Exercise Period, to sell the Offered Shares to the assignee. Any transfer must completed Proposed Purchaser at the price specified in accordance with the Notice of Proposed Sale. (iii) Warrants or Warrant Shares sold to a Proposed Purchaser as provided herein shall continue to be subject to the provisions of this Warrant, and the Company shall not be obligated to issue a new Warrant therefor in the name of such Proposed Purchaser unless that Proposed Purchaser agrees in writing to become bound by the terms hereof. (iv) For purposes of this Article X an affiliate shall mean each and every corporation, partnership, person, or other entity controlling, controlled by, or under common control with, the notice given to the Partnership. In addition, Persons to whom holder of any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (Warrant or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementWarrant Shares.

Right of First Refusal. Except for transfers described in Section 6.4If, if following the Restricted Period, but prior to a Public Offering, the Employee Stockholder or any Person desires Permitted Transferee receives a bona fide offer to transfer purchase any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person his shares of Stock (the "TransferorOffer") will so notify the Partnership and the other Partners in writing from a third party (the "Other PartnersOfferor"). The notice will set forth ) which the name Employee Stockholder or any such Permitted Transferee wishes to accept, the Employee Stockholder shall cause the Offer to be reduced to writing and address of the proposed transferee, whoshall notify WMC, in the case of an Offer to purchase Option Stock, or Holding, in the case of an Offer to purchase Common Stock, in writing of his or her wish to accept the Offer. The Employee Stockholder's notice shall contain an irrevocable offer to sell such shares of Stock to WMC or Holding, as the case may be (in the manner set forth below), at a salepurchase price equal to the price contained in, must and on the same terms and conditions of, the Offer, and shall be accompanied by a bona fide prospective purchaser, copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions receipt by WMC or Holding of the proposed transfer. For a period of 60 days after receipt of such Employee Stockholder's notice, WMC or Holding, as the Partnership case may purchase some or all of be, shall have the offered interest by giving written notice right and option to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, or to arrange for a third party (including WMC, Holding or Ripplewood) to elect to purchase, all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of WMC or its designee or Holding or its designee, as the case may be, at the equivalent all cash price, determined in good faith by WMC's or Holding's, as the case may be, Board of Directors, by delivering notice of such election to the Employee Stockholder within such 30-day period. If WMC or Holding, as the case may be, exercises such right, it shall deliver a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder or any Permitted Transferee (as the case may be) at the principal office of WMC against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder and the Other Partners shall have 45 Permitted Transferee, within 10 business days after expiration following its election. If at the end of such the 30-day period, WMC or Holding has not notified the Employee Stockholder of its election in the manner set forth above, the Employee Stockholder and the Permitted Transferee may, during the succeeding 60-day period to purchase allperiod, but sell not less than allall of the shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Employee Stockholder or the Permitted Transferee (as the case may be) than those contained in the Offer. Promptly after such sale, the Employee Stockholder or the Permitted Transferee (as the case may be) shall notify WMC or Holding, as the case may be, of the interest that consummation thereof and shall furnish such evidence of the Partnership did completion and time of completion of such sale and of the terms thereof as may reasonably be requested by WMC or Holding. If, at the end of 60 days following the expiration of the 30-day period for WMC or Holding to purchase the Stock, the Employee Stockholder or the Permitted Transferee (as the case may be) has not elect to purchase. Such purchase by completed the Other Partners will sale of such shares of Stock as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance effect with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition respect to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementshares of Stock.

Right of First Refusal. Except Upon the terms and subject to the conditions of this Section 8(i), Contributor grants the Original Shareholders a right of first refusal with respect to any sale or other disposition for transfers described in Section 6.4, if value by Contributor (a "Transfer") of any Person Equity Interest. (i) If Contributor desires to transfer any effect a Transfer of some or all of its Equity Interest pursuant to a bona fide offer (an "Offer") from any person or entity (an "Offeror"), Contributor shall give written notice of such Offer (a "First Refusal Notice") to each of the interest in Original Shareholders. The First Refusal Notice shall specify the Partnership owned by him, number or if any amount of securities comprising the Equity Interest proposed to be transferred pursuant to such interest becomes subject to an involuntary transfer such Person Offer (the "TransferorFirst Refusal Interest") will so notify ), the Partnership and price proposed to be paid by the other Partners in writing Offeror (the "Other PartnersOffer Price"). The notice will set forth , the name and address identity of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) Offeror and the other terms and conditions of such Offer, and shall be accompanied by a true and correct copy of the Offer. If any part of the consideration proposed transferin the Offer consists of property other than cash, the price proposed to be paid pursuant to such Offer shall be deemed to include the fair market value of such non-cash consideration, as determined in good faith by the board of directors of Associated. If Contributor objects to the fair market value, as so determined, Contributor may require that Associated obtain a determination of the fair market value of such non-cash consideration pursuant to the procedures set forth in paragraph (v) of this Section 8(i), and such determination shall be final and binding on all parties. (ii) Each Original Shareholder shall have the option to purchase the First Refusal Interest at the Offer Price and on such other terms as are set forth in the Offer, by giving notice to Contributor within thirty (30) days of receipt by such Original Shareholder of the First Refusal Notice (an Original Shareholder which gives such notice being referred to as an "Accepting Original Shareholder"), and by purchasing such First Refusal Interest for the Offer Price in cash, against delivery of the First Refusal Interest (with appropriate transfer documentation) free and clear of any Liens within fifteen (15) days following the expiration of such thirty (30) day period; provided, however, that if Accepting Original Shareholders elect in the aggregate to purchase more than 100% of the First Refusal Interest, then the portion of the First Refusal Interest which may be purchased by any Accepting Original Shareholder that has elected to purchase more than such Accepting Original Shareholder's Pro Rata Share (as defined below) of the First Refusal Interest shall be reduced (based on each such Accepting Original Shareholder's Pro Rata Share), but not below such Accepting Original Shareholder's Pro Rata Share; and provided, further, that the date for such purchase may be deferred solely to the extent necessary to obtain any governmental consents or approvals required to complete such purchase or, if applicable, to the extent necessary to complete the determination of the fair market value of any non-cash consideration proposed to be paid by the Offeror, as provided in paragraph (i) above. For a period purposes of 60 days after receipt this paragraph (ii) of this Section 8(i), an Accepting Original Shareholder's "Pro Rata Share" shall be the percentage which such notice, the Partnership may purchase some or all Accepting Original Shareholder's ownership interest in Associated represents of the offered ownership interest by giving written notice to the Transferor. in Associated of all Accepting Original Shareholders. (iii) If the Partnership does Original Shareholders do not elect give timely notice of their election to purchase the entire interestFirst Refusal Interest, it shall notify or if such notice is timely given but the Other Partners of Accepting Original Shareholders fail to purchase the portion of entire First Refusal Interest within the interest it did not elect to purchaseapplicable time period specified in this Section 8(i), and then Contributor may, within the Other Partners shall have 45 days after expiration of such 6090-day period immediately following the expiration of the period during which the Original Shareholders may give notice of such election, or, if applicable, within the 90-day period immediately following such failure to purchase allthe entire First Refusal Interest, but transfer the First Refusal Interest to the Offeror at a price not less than allthe Offer Price and on the same terms and subject to the same conditions as were set forth in the First Refusal Notice. If Contributor does not complete such Transfer within such 90-day period, no subsequent Transfer of all or any part of its Equity Interest may be made without again complying with this Section 8(i), it being understood and agreed that the retention by Contributor of a security interest in some or part of the First Refusal Interest which is transferred shall not mean that such Transfer has not been completed. (iv) If Contributor fails to comply with this Section 8(i) with respect to all or any part of its Equity Interest (including without limitation any beneficial interest that therein), any attempted or purported Transfer thereof shall be void and of no force or effect. (v) The fair market value of any non-cash consideration or property the Partnership did not elect value of which is to purchase. Such purchase by the Other Partners will be in proportion determined pursuant to the ownership interest in the Partnership owned by such Other Partners last sentence of paragraph (omitting, for purposes i) of such calculation, the ownership interest owned by the Transferorthis Section 8(i) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to shall be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed determined in accordance with the terms following procedure: Contributor and Associated shall each select a nationally recognized appraiser, which shall determine the valuation or other issue in question. If the higher of the notice given two original appraisal values is not more than ten percent (10%) above the lower appraisal value, the value in question shall be the value agreed upon by the two original appraisers or, in the absence of such an agreement, the value in question shall be the average of the two original appraisal values. If the higher of the two original appraisal values is more than ten percent (10%) above the lower appraisal value, the two appraisers shall select a third nationally recognized appraiser who shall determine a value which shall be at least equal to the Partnershiplower appraisal value and whose determination of the value in question shall be final and binding on all parties. In addition, Persons All costs and expenses relating to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto appraisal or review conducted under this paragraph shall be borne by Associated. (or all parties except the transferorvi) setting forth restrictions on transfer and other provisions for repurchase identical This Section 8(i) shall not apply to the limitations imposed sale by this AgreementContributor in the public market of Contributor Registrable Securities registered under the Securities Act or pursuant to Rule 144 under the Securities Act.

Right of First Refusal. Except for transfers described in Section 6.4(a) If, if at any Person time after the Effective Date, Landlord receives from a third party a bona fide written offer to lease the Expansion Space which the Landlord desires to transfer any or all of accept,, the interest in Landlord, before accepting the Partnership owned by himoffer, or if any such interest becomes subject to an involuntary transfer such Person (shall send the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The Tenant written notice will set forth the name and address of the proposed transfereeoffer to lease the Expansion Space, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written which notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with embody the terms of the offer and a copy of the offer, together with a written notification from the Landlord of Landlord’s intention to accept the offer embodied in the notice given if the offer is not accepted by the Tenant. The Tenant shall have the right, within seven (7) business days of the receipt of the written notice from Landlord (the “Refusal Period”), to accept the Partnershipoffer to lease the Expansion Space on the terms and conditions set forth in the written notice. In additionthe event the Tenant elects to accept the offer embodied in the written notice, Persons the Tenant must do so by notifying Landlord by written notice within the Refusal Period. (b) If (i) the Tenant does not accept the offer embodied in the written notice within the Refusal Period provided in paragraph (a) hereof or (ii) on the date of Tenant’s acceptance of the offer to whom any interest lease the Expansion Space or on the date upon which such Expansion Space is transferred mustto be occupied by Tenant, as a condition (x) this Lease is not in full force and effect or (y) Tenant is in material default under the Lease beyond all applicable cure periods, then the offer embodied in the written notice shall be deemed withdrawn and the Landlord shall be free to such transfer, enter into an agreement with lease the Expansion Space to third parties hereto (or all parties except the transferor) setting forth restrictions on transfer free and other provisions for repurchase identical to the limitations imposed by clear of this AgreementRight of First Refusal.

Right of First Refusal. (a) (i) Except for transfers described in as otherwise permitted by Section 6.4, if any Person desires to 3 hereof no Shareholder may transfer any common shares unless the Shareholder desiring to make the Transfer (the “Transferor”) first obtains a bona fide written offer from a third party to purchase all, or all portion, of the interest such Shareholder’s common shares or intends to sell such stock in the Partnership owned by him, or if any public market and first offers to sell such interest becomes subject to an involuntary transfer such Person stock (the "Transferor"“Offered Interest”) will so notify the Partnership and to the other Partners Shareholders in writing (the "Other Partners")accordance with this Section 4. The notice will set forth bona fide offer must state (x) the name and address address, (y) the consideration that will be received by the Transferor for the transfer and (z) the payment terms of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) consideration and the other material terms and conditions of the proposed transfer. For a period . (ii) Within ten (10) days of 60 days after the receipt of such noticethe bona fide offer, the Partnership may purchase some Transferor shall furnish the other Shareholders with a copy of such offer or all the average trading price of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners common shares of the portion Corporation for the previous 7 days as reported on the exchange that such common shares are trading. Within thirty (30) days of the interest it did not receipt of the offer, the other Shareholders may elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that Offered Interest on a proportional basis on the Partnership did same terms and conditions set forth in the bona fide offer or on the terms set forth in the notice with respect to a sale in the public market, exercisable by delivery of written notice to the Transferor. (iii) In the event the Shareholders elect to purchase all of the Offered Interest, the closing of the purchase will take place on the first business day following the end of a period forty-five (45) days after exercise of the Shareholders’ option to purchase by delivery of the last written notice thereof to the Transferor, or on such other date as mutually agreed upon by the parties. (iv) In the event the other Shareholders do not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other PartnersOffered Interest, the Transferor may transfer the remaining interest Offered Interest to the assignee. Any transfer must completed in accordance with transferee named in, and on the terms of and conditions set forth in, the notice given to the Partnership. In additionnotice, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical subject to the limitations imposed by of this AgreementSection 4 or in the public market. If the Transferor fails to conclude such sale of the Offered Interest within fifteen (15) days thereafter, the Offered Interest will again become subject to all of the restrictions of this Section 4.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If a Founder (the “Offering Founder”) proposes to make or allow a Transfer (as defined herein) to any Person desires (other than a Transfer related to transfer an Involuntary Transfer, which is covered by Section 3.2 below), of all or any or all part of the interest in securities of the Partnership Company now owned or hereafter acquired by him, her or if any such interest becomes subject to an involuntary transfer such Person it (“Option Shares”), then the Offering Founder shall give written notice thereof (the "Transferor"“Notice”) will so notify to the Partnership and the other Partners in writing (the "Other Partners")Purchaser. The notice will set forth Notice shall contain an offer to sell the Option Shares to the Purchaser in accordance with the terms of this Agreement, and shall, as applicable: (i) State the name and address of the proposed transferee; (ii) State the amount, who, in the case of a sale, must be a bona fide prospective purchaser, the date type and fair market value of the proposed transfer, consideration to be received for the proposed transfer price (in terms of a dollar amount) Option Shares and the other terms and conditions of the proposed transfer. Transfer as are necessary to fully understand the terms of the offer to Transfer; and (iii) Include a copy of the executed agreement, if any, between the Offering Founder and any such third party purchaser covering the Option Shares. (b) For a period of 60 15 calendar days after receipt of such noticethe Notice (the “Offer Period”), the Partnership may Purchaser shall have the right, but shall not be obligated, to elect to purchase some all or all any portion of the offered interest Option Shares. This right may be exercised by the Purchaser by giving written notice of exercise to the Transferor. Offering Founder before expiration of the Offering Period. (c) If the Partnership does not elect Purchaser elects to purchase the entire interest, it shall notify the Other Partners of the all or a portion of the interest it did not elect Option Shares, the purchase of the Option Shares so elected to purchase, and be purchased shall be consummated within a period of 30 calendar days following the Other Partners expiration of the Offering Period. The Offering Founder shall have 45 days after expiration of such 60-day period the right to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or Transfer all of the interest to be transferred). If all of the remaining interest proposed to be transferred is Option Shares not agreed so elected to be purchased by the Other Partners, the Transferor may transfer the remaining interest Purchaser pursuant to this Section 3.1 to the assigneetransferee named in the Notice upon the terms stated therein. Any transfer must completed in accordance with Option Shares not so Transferred, and any Option Shares reacquired by the Offering Founder subsequent to its Transfer, shall be subject to the provisions and conditions of this Agreement. (d) The purchase price of the Option Shares purchased by the Purchaser pursuant to the terms of this Section 3.1 shall be the notice given same price as offered by the proposed transferee as described in the Notice, or an equivalent amount of cash as reasonably determined by the parties (unless there is a dispute as to the Partnershipdetermination of such amount, in which case it shall be determined in good faith by a majority of the directors). (e) For purposes of this Agreement, “Transfer” and any derivations thereof shall mean a conveyance, sale, disposition, pledge, hypothecation or other transfer. In additionFor purposes of this Agreement, Persons when “Transfer” or any derivations thereof is used in relation to whom Company securities, it shall include the sale, conveyance, disposition, pledge or other transfer of any interest is transferred mustrights, as a condition voting powers or other interests in such securities. (f) Notwithstanding the foregoing, shares of capital stock of the Company beneficially owned by Founders that are used to such transfer, enter into an agreement with settle obligations of the parties hereto (Company or all parties except its subsidiaries shall be excluded from the transferor) setting forth restrictions on transfer and other provisions for repurchase identical of this Section 3.1 to the limitations imposed by this Agreementextent that Purchaser is provided with reasonable written evidence that said shares are being used for such purpose.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person (a) If a Member or an Interest Holder (the “Offeror”) desires to transfer all or part of his Membership Rights or Interest in the Company (the “Offered Interest”), he shall notify the Company and the Remaining Members that he has received a bona fide written offer (the “Purchase Offer”) from a person (the “Purchaser”) to purchase the Offered Interest for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the first business day following the end of the Offer Period, as hereinafter defined. (b) Prior to making any transfer that is subject to the terms of this section 7.6, the Offeror shall give to the Company and each other Member written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Interest to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any ▇▇▇▇▇▇▇ money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price. (c) The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the thirtieth day following the day of the Offer Notice. (d) At any time during the first twenty-five (25) days of the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Interest, by giving written notice of such acceptance to the Offeror and each other Offeree and the Company, which notice shall indicate the maximum Offered Interest that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer with respect to all of the interest in Offered Interest, the Partnership owned Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Interest that corresponds to the ratio of the percentage of the Offered Interest that such Accepting Offeree indicated a willingness to purchase to the aggregate percentages of the Offered Interest that all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Firm Offer as to all of the Offered Interest during the first twenty-five (25) days of the Offer Period, then the Company shall have the option to purchase such remaining Offered Interest by him, or if any giving written notice of such interest becomes subject acceptance to an involuntary transfer such Person (all of the "Transferor") will so notify the Partnership Accepting Offerees and the other Partners Offeror during the Offer Period. If the Company does not accept the Firm Offer as to all such remaining Offered Interest, the Firm Offer shall be deemed to be rejected in writing its entirety. (e) In the "Other Partners"). The notice will set forth event that the name and address Firm Offer is accepted, the closing of the proposed transfereesale of the Offered Shares shall take place within thirty (30) days after the Firm Offer is accepted or, who, in the case of a sale, must be a bona fide prospective purchaserif later, the date of closing set forth in the proposed transferPurchase Offer. The Company, the proposed transfer price (in Offeror and the Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of a dollar amountthe Firm Offer and this section 7.6. (f) and If the other terms and conditions Firm Offer is not accepted in the manner hereinabove provided, the Offeror may sell the Offered Interest to the Purchaser at any time within sixty (60) days after the last day of the proposed transfer. For a period of 60 days after receipt of Offer Period, provided that such notice, the Partnership may purchase some or all of the offered interest by giving written notice sale shall be made on terms no more favorable to the Transferor. If Purchaser than the Partnership does not elect to purchase terms contained in the entire interestPurchase Offer and provided further that such sale complies with other terms, it shall notify the Other Partners of the portion of the interest it did not elect to purchaseconditions, and restrictions of this Agreement that are not expressly made inapplicable to sales occurring under this section 7.6. In the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest event that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred Offered Interest is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed sold in accordance with the terms of the notice given preceding sentence, the Offered Shares shall again become subject to all of the conditions and restrictions of this section 7.6. (g) All sales pursuant to a Purchase Offer shall be made in accordance with applicable federal and state securities laws and the remaining Members can require the Offeror to furnish to the Partnership. In additionremaining Members, Persons to whom any interest is transferred mustat the Offeror’s expense, an opinion of counsel, reasonably acceptable as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by form, substance and issuer thereof, that such sale is exempt from applicable federal and state securities registration requirements. All Shares sold pursuant to this section 7.6 to a proposed Purchaser shall, except to the extent otherwise provided, continue to be subject to the terms of this Agreement. (h) In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Interest pursuant to the terms of the Firm Offer and this section 7.6, the Offeror shall notify in writing (the “Default Notice”) each other Accepting Offeree and/or the Company who accepted the Firm Offer, if any, and each other Accepting Offeree and/or the Company shall have the right to purchase the portion of the Offered Interest not purchased by reason of the default in the same proportions as they agreed to purchase the remainder of the Offered Interest by giving written notice of such acceptance to the Offeror within ten (10) days of the receipt of the Default Notice, in which event a closing shall take place in accordance with section 7.6(e). If such other Accepting Offerees and the Company do not exercise their right to purchase such portion of the Offered Interest as provided in this section 7.6(h), then the Firm Offer shall be deemed to be rejected and the Offeror may sell the Offered Interest as provided in section 7.6(f). In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Interest pursuant to the terms of the Firm Offer and this section 7.6, then such Accepting Offeree and/or the Company shall have no right to purchase the Offered Interest under this Section 7.6; provided that if the Offered Interest is not sold to an Accepting Offeree and/or the Company or to the Purchaser within six (6) months from the date of the Firm Offer, then such Accepting Offeree and/or the Company shall retain its right to purchase an Offered Interest pursuant to this section 7.6.

Right of First Refusal. Except for transfers described in Section 6.4Upon the receipt of a Third-Party Offer by a Selling Beneficial Owner, if any Person desires to transfer any or all such Selling Beneficial Owner shall provide the Depositor notice of such Third-Party Offer, together with a true, correct and complete copy of such Third-Party Offer (collectively, the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"“ROFR Notice”). The notice Depositor will set forth then have the name right, but not the obligation, assignable in its sole and address absolute discretion to any other Person, within ten (10) Business Days after Depositor’s receipt of the proposed transfereeROFR Notice, who, to elect to purchase the Offered Interest for the price and upon the terms and conditions as are contained in the case Third-Party Offer by providing notice of such election to the Selling Beneficial Owner; provided, however, that the price that the Depositor or its assignee shall pay for the Offered Interest shall be reduced by any broker’s fees or commissions that would have been payable to any person under the Third-Party Offer if the Offered Interest had been sold pursuant to the Third-Party Offer. The giving of a sale, must be ROFR Notice by a Selling Beneficial Owner to the Depositor shall constitute a representation and warranty by the Selling Beneficial Owner to the Offerees that the Third-Party Offer is bona fide prospective purchaserin all respects. If the Depositor elects to purchase or assign the right to purchase the Offered Interest as described above, the date closing on the sale of the proposed transferOffered Interest shall take place within sixty (60) days of Depositor’s election to purchase or assign the right to purchase the Offered Interest, at a place and time to be mutually agreed between the proposed transfer Selling Beneficial Owner and the Depositor or other purchasing party. If the Depositor does not elect, within ten (10) days of Depositor’s receipt of the ROFR Notice, to purchase or assign the right to purchase the Offered Interest as described above, then the Selling Beneficial Owner shall be free to sell the Offered Interest to the Person who made the Third-Party Offer in accordance with the terms and conditions of the Third-Party Offer; provided, that (i) if the Offered Interest will not be sold for the price (in terms of a dollar amount) and or upon the other terms and conditions of stated in the proposed transfer. For a period of 60 days after receipt of such noticeThird-Party Offer for any reason, the Partnership Offered Interest may purchase some or all of not be sold unless and until the offered interest by giving written notice Depositor has been given an opportunity to accept the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60revised Third-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Party Offer in accordance with the terms and conditions of the notice given right of first refusal contained in this Trust Agreement and (ii) the Depositor’s election not to exercise its right of first refusal under this Trust Agreement shall not be deemed a waiver of its rights under this Trust Agreement with respect to any other Third-Party Offers. Any transfer in violation of this Section 6.4(b) shall, to the Partnershipfullest extent permitted by law, be null, void and of no effect whatsoever and the Trust (through the Depositor) may enforce this Section 6.4(b), without limitation, by injunction, specific performance or other equitable relief. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical Notwithstanding anything in this Trust Agreement to the limitations imposed by contrary, the right of first refusal described in this AgreementTrust Agreement shall not be applicable with respect to a Permitted Transfer.

Right of First Refusal. Except for transfers described in Section 6.4If, if any Person desires prior to transfer the later of the fifth anniversary of the Effective Date or a Public Offering (as hereinafter defined), the Employee Stockholder receives a bona fide offer to purchase any or all of his shares of Stock (the interest “Offer”) from a third party (the “Offeror”) which the Employee Stockholder wishes to accept, the Employee Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer. The Employee Stockholder’s notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the Partnership owned manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by him, or if any such interest becomes subject to an involuntary transfer such Person a copy of the Offer (which shall identify the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"Offeror). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, At any time within 30 days after the date of the proposed transferreceipt by the Company of the Employee Stockholder’s notice, the proposed transfer Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price (in terms of a dollar amount) and on the other same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the proposed transferCompany, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder. For If at the end of such 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Employee Stockholder may during the succeeding 60 day period sell not less than all of the shares of Stock covered by the Offer to the Offeror at a period price and on terms no less favorable to the Employee Stockholder than those contained in the Offer. Promptly after such sale, the Employee Stockholder 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 60 days after receipt of such notice, following the Partnership may purchase some or all expiration of the offered interest by giving written notice to 30 day period for the Transferor. If the Partnership does not elect Company to purchase the entire interestStock, it shall notify the Other Partners Employee Stockholder has not completed the sale of such shares of the portion Stock as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementStock.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (a) If a Member (the "TransferorSelling Member") will so notify the Partnership and the other Partners in writing shall desire to sell all (the "Other Partners"). The notice will set forth the name and address but not part) of the proposed transfereeits Membership Interests (which, whofor purposes of this Section 10.04, shall be deemed to include, in the case of a saleAshland, must be the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall give notice (the "Offer Notice") to the other Member, identifying the proposed purchaser from whom it has received a bona fide prospective offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the Membership Interests being sold) and the other material terms and conditions upon which the Selling Member is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or purchase of any property other than such Membership Interests (other than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer Notice to elect, by notice to the Selling Member, to purchase the Membership Interests offered for sale on the terms and conditions set forth in the Offer Notice. (b) If a Member makes such election, the notice of election shall state a closing date not later than 60 days after the date of the proposed transfer, Offer Notice. If such Member breaches its obligation to purchase the proposed transfer price (in terms Membership Interests of a dollar amount) and the other Selling Member on the same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than where such breach is due to circumstances beyond such Member's reasonable control), then, in addition to all other remedies available, the proposed transfer. For Selling Member may, at any time for a period of 60 270 days after receipt of such noticedefault, sell such Membership Interests to any person at any price and upon any other terms without further compliance with the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. procedures set forth in Section 10.04. (c) If the Partnership does other Member gives notice within the 30-day period following the Offer Notice from the Selling Member that it elects not elect to purchase the entire interestMembership Interests, it shall notify the Other Partners of the portion of the interest it did not elect to purchaseSelling Member may, and the Other Partners shall have 45 within 120 days after expiration the end of such 6030-day period to purchase all(or 270 days in the case where such parties have received a second request under HSR), but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion sell such Membership Interests to the ownership interest identified purchaser (subject to clause (iii) of Section 10.01(c)) on terms and conditions no less favorable to the Selling Member than the terms and conditions set forth in such Offer Notice. In the Partnership owned by such Other Partners (omitting, event the Selling Member shall desire to offer the Membership Interests for purposes of such calculationsale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest procedures set forth in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to Section 10.04 must again be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest initiated and applied with respect to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, and conditions as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementmodified.

Right of First Refusal. (a) Except for transfers described any Transfer of the Equity Shares or Equity Securities of Network18 to any of its Affiliates in accordance with Section 6.44.3(c) or by OCP pursuant to Section 8.2, if in the event that any Shareholder desires to Transfer all or a portion of the Equity Shares or Equity Securities held by it (the “Selling Shareholder”) pursuant to a bona fide offer by any Person desires (“Offeror”), the Selling Shareholder shall immediately deliver a written notice (“Offer Notice”) to transfer any or all the other Shareholders (“Other Shareholder”) describing accurately and in reasonable detail the terms and conditions of the interest in offer, including the Partnership owned by himtiming as to execution, the number of Equity Shares or if any such interest becomes Equity Securities subject to an involuntary transfer such Person the offer (the "Transferor"“Offer Shares”) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth price to be paid for such Equity Shares or Equity Securities pursuant to such offer, the name and address of the proposed transfereeOfferor, whoany agreements or documents to be executed and delivered relating to such offer, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other any related terms and conditions and any additional information reasonably required by the Other Shareholder. Notwithstanding any provision of this Agreement, the Selling Shareholder shall not Transfer the Offer Shares to, or enter into any binding agreement in respect of the proposed transfer. For a period of 60 days after receipt of such noticeOffer Shares with, the Partnership may purchase some or all Offeror unless and until the terms and requirements of Section 8.3(b) through (g) are satisfied. (b) Upon the offered interest by giving written notice Offer Notice being delivered to the Transferor. If Other Shareholder, the Partnership does not elect Other Shareholder shall have the right, exercisable at its sole discretion but subject to Section 8.4 of this Agreement to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect on a pro rata basis to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase its Percentage Interest all, but not less than all, of the interest Offer Shares offered to it, on such terms and conditions that the Partnership did not elect are no less favourable to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest Shareholder than those specified in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Offer Notice in accordance with the terms of Section 8.2(c). The Other Shareholder may only exercise the notice given right contained in this Section directly, provided, however, that the Other Shareholder may also exercise the right contained herein through a third party which has, in the sole and absolute discretion of the Selling Shareholder, been approved in writing by the Selling Shareholder (the “Selling Shareholder Consent”), no later than seven (7) Business Days from the date of such request by the Other Shareholder. If the Selling Shareholder does not deliver the Selling Shareholder Consent within 7 Business Days of the request by the Other Shareholder, such non-delivery shall constitute a deemed rejection by the Selling Shareholder, provided, however, that in no event whatsoever shall the Selling Shareholder be liable for, and no rights or claims shall arise or result against the Selling Shareholder from such failure to deliver the Selling Shareholder Consent. (c) If the Other Shareholder, in its sole discretion, elects to purchase or nominate a third party to purchase, as applicable, all, but not less than all, of the Offer Shares offered to it pursuant to Section 8.3(b) above, the Other Shareholder shall, within the time period set forth in the Offer Notice, provided that such period shall in no event be less than thirty (30) calendar days from the date the Offer Notice is received by the Other Shareholder (such period, the “Offer Period”), give to the PartnershipSelling Shareholder a notice in writing exercising its right of first refusal (a “RFR Notice”). If a RFR Notice is provided by the Other Shareholder, the transaction of purchase and sale shall be completed by the Other Shareholder within the time frame specified in the offer by the Offeror, provided that such period shall in no event be less than ten (10) Business Days following the expiry of the Offer Period, and provided further that such obligation to complete the transaction shall be is subject to receipt of requisite governmental approvals which approvals shall be promptly applied for by the Company, the Other Shareholders and/or the Selling Shareholder, as the case may be and as applicable, in good faith. (d) If the Other Shareholder, in its sole discretion, does not exercise its rights under Section 8.3(b), and does not, within the Offer Period, provide the RFR Notice then the remaining Other Shareholder shall have the right to purchase all the Offer Shares that have been rejected or not accepted by such Other Shareholder on a pro rata basis to the remaining Other Shareholder exercising such right. The Company shall provide at least 10 days notice to the remaining Other Shareholder to exercise their right to purchase all the Offer Shares that have been rejected or not accepted by the Other Shareholder. In additioncase all the Other Shareholder do not exercise its rights under Section 8.3(b), Persons and does not, within the Offer Period and, or 10 days notice period as mentioned above, provide the RFR Notice, the Selling Shareholder may sell the Offer Shares to the Offeror after the expiry of the Offer Period, but within a period of one (1) month of the expiry of the Offer Period, and for a price and on other terms no more favourable to the Offeror than those contained in the Offer Notice. If the Offer Shares are not sold within such one month period on such terms, the rights of the Other Shareholder pursuant to this Section 8.3 shall again take effect and revive with respect to any sale of Equity Shares or Equity Securities of the Company held by the Selling Shareholder. (e) Notwithstanding any provision of this Agreement, the Other Shareholder shall be entitled to require reasonable evidence from the Selling Shareholder that the purchase and sale of the Offer Shares was completed at a price and on other terms no more favourable to the Offeror than those contained in the Offer Notice. (f) All notices given under this Section shall also be given concurrently to the Company. (g) The Selling Shareholder shall at all times in soliciting or accepting any offers from any third party, condition such proposed sale on the execution of a Deed of Adherence under which the party to whom any interest is transferred mustEquity Shares or Equity Securities would be sold would agree to be bound by the provisions of this Agreement. The Offeror shall, as a condition to such transferthe effectiveness of any Transfer of Equity Shares or Equity Securities contemplated in this Section 8.3, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical deliver to the limitations imposed Company (i) such Offeror’s Deed of Adherence agreeing to be bound by the provisions of this AgreementAgreement upon consummation of the Transfer and (ii) any other information reasonably requested by the Company. The Selling Shareholder and/or the Offeror shall reimburse the Company for all reasonable costs and expenses incurred by the Company in connection with any such Transfer. (h) The Parties agree that SAIF shall be entitled to its “rights of first refusal” vis-à-vis Network18 contained in this Section 8.3 (as described in 8.3 (a) through (g)), only if, upon the consummation of such sale, the Company would no longer be controlled by the Network18 Group or the voting shares held collectively by the Network18 Group would fall below 51% of the total outstanding voting share capital of the Company. For the avoidance of doubt, it is clarified that the rights of SAIF under this Section 8.3 will only apply in the circumstances specified in this Section 8.3(h) and SAIF will be entitled to its “right of first refusal” vis-à-vis GSHS irrespective of Network18 Group controlling the Company and/or its shareholding in the Company.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all a) The Purchaser shall have a one-time right of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person first refusal (the "TransferorRight of First Refusal") will so notify to purchase the Partnership Subject Property as follows: i) in the event that, at any time and from time to time within three (3) months of the other Partners in writing execution of this Agreement, the Vendor receives a bona fide offer from a willing third party for the purchase of all or a portion of the Subject Property which the Vendor intends to accept (the "Other PartnersAcceptable Offer"). The , the Vendor shall give the Purchaser notice will set forth of the Acceptable Offer, together with a true and complete copy of the Acceptable Offer (provided that the name and address of the proposed transferee, who, in the case of a sale, must purchaser may be a bona fide prospective purchaser, deleted) within twenty days from the date that the Vendor receives the Acceptable Offer. An Acceptable Offer shall provide that the purchase price thereunder shall be payable in cash or a combination of cash and mortgage back. An agreement of purchase and sale that is conditional on the proposed transfer, Purchaser not exercising this Right of First Refusal shall be deemed to be an Acceptable Offer. The Vendor agrees that the proposed transfer price (in terms of a dollar amount) and Purchaser shall have the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice prior right to the Transferor. If the Partnership does not elect to purchase the entire interestSubject Property for the price and on the terms and conditions contained in the Acceptable Offer, which right may be exercised at any time within the thirty (30) business days following receipt of such written notice of the Acceptable Offer by written notice of such exercise given to the Vendor. ii) if the Purchaser does so elect, the notice given by it shall notify constitute a binding agreement of purchase and sale; iii) if the Other Partners of Purchaser does not so elect, the portion of Vendor shall be free to sell the interest it did not elect to purchaseSubject Property on the terms and conditions set forth in the Acceptable Offer, and the Other Partners this Right of First Refusal shall have 45 days after expiration be of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwiseno further force and effect. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred Acceptable Offer is not agreed completed, this Right of First Refusal shall remain in force for any subsequent Acceptable Offer; and, iv) the Vendor covenants and agrees not to be purchased by sell the Other Partners, Subject Property unless the Transferor Vendor has first complied with the terms hereof. The Vendor may transfer the remaining interest Subject Property to the assignee. Any transfer must completed in accordance with the terms any affiliated organization or entity without triggering this Right of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementFirst Refusal.

Right of First Refusal. Except for transfers described No stockholder shall sell, assign, pledge, or in Section 6.4any manner transfer any of the shares of stock of the corporation or any right or interest therein, if any Person whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this bylaw: (a) If the stockholder desires to sell or otherwise transfer any or all of his shares of stock, then the interest in stockholder shall first give written notice thereof to the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")corporation. The notice will set forth the shall name and address of the proposed transferee, who, in transferee and state the case number of a sale, must shares to be a bona fide prospective purchaser, the date of the proposed transfertransferred, the proposed transfer price (in terms of a dollar amount) consideration, and the all other terms and conditions of the proposed transfer. . (b) For a period of 60 thirty (30) days after following receipt of such notice, the Partnership may purchase some or all of corporation shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect option to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, all (but not less than all, ) of the interest shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the Partnership did provisions of this Section 46, the price shall be deemed to be the fair market value of the stock of the corporation at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d). (c) The corporation may assign its rights hereunder. (d) In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice. (e) In the event the corporation and/or its assignees(s) do not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest shares specified in the transferring stockholder’s notice, said transferring stockholder may, within the sixty (60) day period following the expiration or waiver of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be transferred)subject to the provisions of this bylaw in the same manner as before said transfer. (f) Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this bylaw: (1) A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian or trustee for the account of such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general or limited partner(s) of such partnership. If all “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to stockholder making such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.

Right of First Refusal. (a) Except for transfers described a Permitted Transfer or a Transfer of a ROFO Interest permitted by Section 5.01, no Member shall directly Transfer any Membership Interest unless such Member first complies with the provisions of this Section 5.02. (b) Except for a Permitted Transfer or a Transfer of a ROFO Interest permitted by Section 5.01, in Section 6.4, if any Person desires to transfer any or the event that a Member (a “ROFR Seller”) receives a bona fide offer from a third party (a “Proposed Transferee”) for a direct Transfer of all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person ROFR Seller’s Membership Interest (the "Transferor") will so notify the Partnership “ROFR Interest”), and the ROFR Seller desires to accept such offer, the ROFR Seller shall first provide a notice (a “ROFR Notice”) to the other Partners in writing Members, specifying the identity of the Proposed Transferee, the purchase price proposed by such third party for the ROFR Interest (the "Other Partners"“ROFR Price”). The notice will set forth , and the name material terms and address conditions of such proposed direct Transfer; provided, however, that notwithstanding anything in this Section 5.02 to the contrary, (i) the ROFR Seller shall not be permitted to directly Transfer the ROFR Interest to the Proposed Transferee if the ROFR Price includes any consideration other than cash and (ii) the terms of such direct Transfer shall otherwise be in accordance with Article IV hereof. (c) Delivery of the proposed transferee, whoROFR Notice to the other Members shall constitute an offer (a “ROFR Offer”) by the ROFR Seller to sell the ROFR Interest to the other Members at the ROFR Price, in the case of a salecash, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and upon the other material terms and conditions of the proposed transfer. For direct Transfer to the Proposed Transferee; provided, however, that the ROFR Offer (i) shall not include any terms or conditions that do not directly relate to a period sale and direct Transfer of 60 days after receipt the Membership Interests, (ii) shall not include any terms or conditions the performance or satisfaction of such noticewhich are dependent upon the identity or status of, or other circumstances specific to, the Partnership may purchase some or all of the offered interest by giving written notice Proposed Transferee, (iii) shall be deemed to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred mustinclude, as a condition to the consummation of such transferdirect Transfer, enter into an agreement with receipt of such approvals of governmental authorities as may be required by law for a direct Transfer of the parties hereto (or all parties except Membership Interests by the transferor) setting forth restrictions on transfer and other provisions for repurchase identical ROFR Seller to the limitations imposed applicable Member and (iv) shall otherwise be in accordance with Article IV hereof. The ROFR Offer shall remain outstanding for a period of thirty (30) days after the delivery of the ROFR Notice. (d) Each Member (other than the ROFR Seller) shall have thirty (30) days following delivery of a ROFR Notice to elect to accept such ROFR Offer by delivery of written notice of such acceptance to the ROFR Seller (a “ROFR Acceptance Notice”). In the event that more than one such Member delivers a ROFR Acceptance Notice and satisfies the conditions to closing thereunder, the rights to purchase the ROFR Interest shall be allocated among such Members upon the closing of such sale in proportion to their then-existing Ownership Percentages or in such other proportion as such Members may agree. (e) If one or more such Members delivers a ROFR Acceptance Notice within thirty (30) days following delivery of the ROFR Notice, each such party and the Company shall use its commercially reasonable efforts to obtain, as promptly as possible thereafter, any and all consents, approvals and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. A sale and purchase of the ROFR Interest to one or more Members pursuant to this Section 5.02 shall be made at the offices of the Company on or before the later of (i) the date that is one hundred and twenty (120) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. (f) If no Member delivers a ROFR Acceptance Notice within thirty (30) days after receiving the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Seller shall be permitted to directly Transfer the ROFR Interest to the Proposed Transferee upon the terms in the ROFR Notice, provided, that (i) such direct Transfer complies with all other applicable terms and restrictions of this Agreement, including Article IV, and (ii) such direct Transfer occurs on or before the later of (i) the date that is one hundred and fifty (150) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase.

Right of First Refusal. Except for transfers described (a) If at any time any Common Holder (the “Seller”) desires (or is required) to Transfer any Shares to a third party other than the Company (the “Buyer”), such Seller shall provide notice of such proposed sale to the Company and the Investors in accordance with Section 6.42.3 hereof, if any Person desires and the Company shall have a period of 15 days after its receipt of such notice (such date of receipt, the “Notice Date”) to transfer any or elect to purchase all of the interest in Shares proposed to be sold or transferred by the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Seller (the "Transferor"“Offered Shares”) will so notify at the Partnership same price per share and on the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other same terms and conditions as involved in such sale or disposition. The Company shall promptly deliver a copy of the proposed transfer. For a period of 60 days after receipt of each such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. members of its Board of Directors. (b) If the Partnership Company does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest Offered Shares pursuant to be transferredSection 2.1(a). If all , then for a period of 30 days from the Notice Date, each Investor (or any transferee of the remaining interest proposed Investor) shall have the right to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred mustrequire, as a condition to such sale or transfer, enter into an agreement with that the parties hereto Seller sell to such Investor (or such transferee) at the same price per share and on the same terms and conditions as involved in such sale or disposition that percentage (subject to overallotment rights) of the Offered Shares expressed by a fraction, the numerator of which is the number of shares of Common Stock (less any shares of Ineligible Stock (as defined below)) and Preferred Stock (on an as-converted to Common Stock basis) then held by the Investor (or such transferee), and the denominator of which is the aggregate number of all parties except shares of Common Stock (less all shares of Ineligible Stock) and Preferred Stock then held by all the transferorInvestors and transferees of the Investors, if any, on an as-converted to Common Stock basis. Notwithstanding the foregoing, any such Investor may, at the time it accepts the offer, subscribe to purchase any or all securities offered (“Oversubscription Securities”) setting forth restrictions which may be available as a result of the rejection, or partial rejection, of the offer by other Investors. All Oversubscription Securities shall be offered, on transfer and other provisions for repurchase identical a pro rata basis, to those Investors electing to purchase Oversubscription Securities. The sale of Oversubscription Securities shall continue pursuant to the limitations imposed process set forth in the immediately preceding sentence until all of the Offered Shares have been purchased by this Agreementthe Investors or until no Investor desires to purchase any remaining Offered Shares. (c) Notwithstanding the foregoing, in the event that the Company and the Investors do not purchase all of the Offered Shares, then the Seller may sell all of the Offered Shares to the Buyer, except as provided in Section 2.2.

Right of First Refusal. Except (a) Notwithstanding Section 10.1(a) and except for transfers described in a Permitted Transfer (but subject to Section 6.410.3), if any Person Member (the “Selling Member”) who desires to transfer sell or Transfer any or all of such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person other Members (the "Transferor"“Remaining Members”) will so notify the Partnership and opportunity to match the other Partners terms of such offer in writing accordance with the following terms of this Section 10.2. (b) The Selling Member shall make a written offer to each of the "Other Partners")Remaining Members. The notice will Such written offer shall set forth the name amount of Percentage Interest (and address corresponding Membership Interests) which the Selling Member proposes to dispose of, the price per Percentage Interest (and corresponding Membership Interests), the identification of the proposed transferee, who, third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the case of offer if a salepurchase occurs pursuant thereto), must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the all other material terms and conditions of the proposed transfersale. (c) On or before the expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Percentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). For Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of 60 ten (10) days after receipt the earlier of such notice, the Partnership may purchase some following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the offered interest Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by giving written notice to the TransferorSelling Member, the other Remaining Members and the Company. If Failure by the Partnership does not elect Remaining Members to purchase exercise their election in the entire interest, it respective time periods provided in Section 10.2(c) shall notify the Other Partners be deemed a rejection of the portion offer as of the interest it did not elect last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to purchaseany Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may sell the Percentage Interest (and corresponding Membership Interests) which were the Other Partners shall have 45 days after expiration subject of such 60-day period to purchase allthe written offer described in Section 10.2(b) but for which neither the First Option nor the Second Option is exercised, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion only to the ownership interest purchaser specified in such offer and for the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assigneeprice and other terms described therein. Any transfer purchaser must completed and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto this Article 10 and (or all parties except the transferorii) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement. (f) Notwithstanding anything to the contrary in Section 10.8 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall result in the automatic admission of such transferee as Substitute Member and full Member of the Company without any requirement for consent of the Members.

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify the Partnership and the other Partners in writing as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Other PartnersNotice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. . 8.2.2 For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by be less than 45 days after the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any expiration of the Other Partners declines 30-day notice period. 8.2.4 If the other Members fail or refuse to purchase his proportion notify the transferring Member of such interest, the remaining Other Partners may purchase such interest in proportion their desire to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not agreed closed within six months after the expiration of the 30-day period described above, then the provisions of Section 8.2 will again apply to the Interest proposed to be purchased by sold or conveyed. 8.2.5 Notwithstanding the Other Partnersforegoing provisions of Section 8.2, should the Transferor may transfer sole remaining Member be entitled to and elect to acquire all the remaining interest to Interests of the assignee. Any transfer must completed other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendant, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of 6.4.1. Following the interest in Lock-Up Period and during the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, whoJV Term, in the case event a Shareholder (the “Transferring Shareholder”) intends to Transfer to a Third Party (the “Third Party Purchaser”) all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to the Non-Transferring Shareholder of a saleits intention to Transfer the Transfer Shares, must setting forth the number of the Transfer Shares intended to be a bona fide prospective purchaserTransferred, the date identity of the proposed transferThird Party Purchaser (including the identity of the ultimate beneficial owner(s)), the proposed transfer price (in terms of a dollar amount) per Share and the other major terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all Transfer of the offered interest Transfer Shares. 6.4.2. The Non-Transferring Shareholder will then have the right to purchase all (but not some) of the Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the TransferorTransferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Partnership does not elect to purchase Non-Transferring Shareholder exercises its right under this Section 6.4, the entire interest, it shall notify the Other Partners closing of the portion purchase of the interest it did not elect Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be mutually agreed upon by the Shareholders, subject to purchaseany approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the Other Partners shall have 45 days after expiration of such 60-[**] day period period, to purchase all, transfer all (but not less than all, some) of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion Transfer Shares so offered to the ownership interest Non-Transferring Shareholder to the Third Party Purchaser specified in the Partnership owned by such Other Partners (omittingTransfer Notice at a per Share price equal to or higher than, for purposes of such calculationand upon terms and conditions no more favorable than, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests set out in the Partnership (counting for Transfer Notice provided that such Third Party Purchaser will agree to be, [**] Certain information in this purpose only document has been omitted and filed separately with the interests in the Partnership of the Other Partners who wish Securities and Exchange Commission. and become, bound to purchase some or this Agreement and succeed to all of the interest to be transferred). If all rights and obligations of the remaining interest proposed Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, any subsequent Transfer will again be transferred is subject to the provisions of this Section 6.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not agreed all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to be purchased by direct Transfers and to the Other PartnersTransfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Transferor may transfer Parties will negotiate in good faith appropriate amendments to this Agreement and the remaining interest Ancillary Agreements to the assignee. Any transfer must completed in accordance with the terms account for such additional holder of the notice given Shares or Share Equivalents and will, if appropriate, require any such Third Party to the Partnership. In additionbecome a party to this Agreement, Persons to whom any interest is transferred mustas so amended, as a condition to acquiring such transfer, enter into an agreement with the parties hereto (Shares or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical Share Equivalents. Each Party will not unreasonably withhold or delay consent to the limitations imposed by this Agreementcommercially reasonable terms.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "a) If a Member (individually a “Transferor"”) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be receives a bona fide prospective purchaseroffer (the “Transferee Offer”) from any other Person (a “Transferee”) to purchase all or a portion of any interest or rights in the Transferor’s Membership Interests (the “Transferor Interest”), then prior to any transfer of the Transferor Interest, the date Transferor shall give the Manager and the Members (if different from the Manager) written notice (the “Transfer Notice”) containing each of the proposed transferfollowing: (i) The Transferee’s identity; (ii) A complete copy of the Transferee Offer; and (iii) The Transferor’s offer (the “Offer”) to sell the Transferor Interest to the remaining Members for a total price equal to the price set forth in the Transferee Offer (the “Transfer Purchase Price”), which shall be payable on terms of payment substantially similar to those set forth in the Transferee Offer. (b) The Offer shall be and remain irrevocable for a period ending on the forty-fifth (45th) day following the date the Transfer Notice is delivered to Manager and Members (the “Offer Period”). At any time during the first thirty (30) days of the Offer Period, the proposed transfer price non-transferring Members may accept the offer to purchase their proportionate share (but not less than its proportionate share) of the Transferor Interest by notifying the Transferor in terms writing that such non-transferring Member intends to purchase its proportionate share of the Transferor Interest. If any of the Members accept the Offer, then the parties shall fix a dollar amountclosing date (the “Transfer Closing Date”) for the purchase, which shall not be less than seven (7) or more than sixty (60) days after the expiration of the Offer Period. For purposes of this Section 12.05, a remaining Member’s “proportionate share” shall equal a fraction, the numerator of which is such remaining Member’s Percentage Interest, and the other terms and conditions denominator of which is the aggregate Percentage Interests of all the remaining Members. (c) If one or more non-transferring Members accepts to purchase portions of the proposed transfer. For a period Transferor Interest, but other non-transferring Members decline to purchase their proportionate share of 60 days after receipt of such noticethe Transferor Interest, the Partnership may purchase some or all of the offered interest by giving Transferor shall deliver a second written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners non-transferring Members of the portion amount of Transferor Interest remaining available to be purchased, and such non- transferring Members shall have fifteen (15) days following delivery of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period Transferor’s notice within which to purchase all, but not less than all, of the interest remaining available Transferor Interest by notifying the Transferor in writing that such non-transferring Member intends to purchase the Partnership did not elect remaining Transferor Interest as to purchase. Such purchase by its proportionate shares (or such other amounts as all the Other Partners will be in proportion to the ownership interest in the Partnership owned by non-transferring Members may agree upon) of such Other Partners remaining available Transferor Interest (omitting, treating declining non-transferring Members as Transferor Members for purposes of determining proportionate shares). A Member may decline to purchase under this Section 12.05(c) without prejudice to such calculationMember’s right to purchase under Section 12.05(c) hereof. (d) If the Members do not accept the Offer within the time period specified in this Section, then the ownership interest owned Transferor shall be free for a period (the “Free Transfer Period”) of sixty (60) days after the expiration of the Offer Period to transfer the Transferor Interest to the Transferee, for the same or greater price and on the same terms and conditions as set forth in the Transfer Notice. The Transferee shall not be required to obtain the approval in accordance with Sections 12.01 and 12.03 in order to become a Member but shall comply with all requirements set forth in Section 12.02, regardless of any overlap in the requirements set forth in Sections 12.01, 12.02 and 12.03. (e) Any transfer by the Transferor) unless they agree otherwise. If any Transferor after the expiration of the Other Partners declines Free Transfer Period or without compliance with this Section and the other terms, provisions, and conditions of this Agreement, shall be null and void and of no force or effect. (f) This Section shall not apply to purchase his proportion the transfer (whether through sale, gift, or otherwise) of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some part or all of a Transferor’s Membership Interests, provided that the interest to be transferred). If all Member making such transfer retains control of the remaining interest proposed to voting rights of such Membership Interests, to: (i) a trust or similar fiduciary entity established by an individual Member for the benefit of such Member’s family or any member thereof, including the Member; or (ii) a successor partnership, corporation, limited liability company or other entity created by a Member for business, tax, or other economic purposes, provided that sole control of the determinative voting power of such entity must be transferred is not agreed to be purchased retained by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementoriginal Member.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all (a) The Association (CHECK ONE) has does not have a right of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person first refusal (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"“Right”). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase Association has a Right, this Contract is contingent upon the entire interestAssociation, it shall notify within the Other Partners of time permitted for the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration exercise of such 60-day period Right, either providing written confirmation to purchase all, but not less than all, of the interest Buyer that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred Association is not agreed exercising that Right, or failing to be purchased by the Other Partners, the Transferor may transfer the remaining interest timely exercise such Right pursuant to the assignee. Any transfer must completed in accordance with the terms of the notice given Declaration of Condominium (“Declaration”, which reference includes all amendments thereto). (b) The members of the Association (CHECK ONE) have do not have a Right. If the members do have a Right, this Contract is contingent upon the members, within the time permitted for the exercise of such Right, either providing written confirmation to Buyer that the members are not exercising that Right, or failing to timely exercise such Right pursuant to the Partnership. In additionterms of the Declaration. (c) Buyer and Seller shall, Persons to whom within days after Effective Date, sign and deliver any interest is transferred must, documents required as a condition precedent to such transferthe exercise of the Right, enter into an agreement and shall use diligent effort to submit and process the matter with the parties hereto Association and members, including personal appearances, if required. (d) If, within the stated time period, the Association, the members of the Association, or all parties except both, fail to provide the transferor) setting forth restrictions on transfer written confirmation or the Right has not otherwise expired, then this Contract will terminate and other provisions for repurchase identical the Deposit will be refunded to the limitations imposed by Buyer, thereby releasing Buyer and Seller from all further obligations under this AgreementContract. (e) If the Association or a member timely exercises its or their Right, this Contract will terminate and the Deposit will be refunded to Buyer (unless this Contract provides otherwise), thereby releasing Buyer and Seller from all further obligations under this Contract, and Seller will pay to Broker the full commission at Closing in recognition that ▇▇▇▇▇▇ procured the sale.

Right of First Refusal. Except for transfers described If a Party (hereinafter in this Section 6.4, if any Person desires referred to transfer any or all of as the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor"“Owner”) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be makes a bona fide prospective purchaseroffer to or receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner, to purchase all or part of the Owner’s Holdings which offer the Owner desires to accept, then the Owner will first offer (the “Offer”) such Holdings in writing to the other Party on the terms offered by the Proposed Purchaser. The Offer will specify the price and terms and conditions of such sale, the date name of the proposed transferProposed Purchaser and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner other than in cash, the proposed transfer price Offer will include the Owner’s good faith estimate of the cash equivalent of the non-cash consideration. If within a period of sixty (in terms 60) days after receipt of a dollar amount) and the Offer, the other Party notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such Holdings to the other Party (subject as hereinafter provided with respect to price) on the terms and conditions of the proposed transferOffer. For If the Offer so accepted by the other Party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other Party disagrees with the Owner’s best estimate, the other Party will so notify the Owner at the time of acceptance and the other Party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other Party so notifies the Owner, the acceptance by the other Party will be effective and binding upon the Owner and the other Party and the cash equivalent of any such non-cash consideration will be determined by binding arbitration pursuant to the terms and conditions of this Agreement and will be payable by the other Party, subject to prepayment as hereinafter provided, within sixty (60) days following its determination by arbitration. The other Party will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the Holdings of the Owner being sold (subject, however, to the terms and conditions of this Agreement), the total purchase price which it specified in its notice to the Owner and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other Party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the Holdings offered, the Owner may sell and transfer such Holdings to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days after receipt of such noticesixty (60) days, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest provided that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of this Section will again apply to such Holdings if the notice given sale to the PartnershipProposed Purchaser is not completed within the said sixty (60) days. In addition, Persons to whom any interest is transferred must, as Any sale hereunder will be conditional upon the Proposed Purchaser delivering a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical written undertaking to the limitations imposed other Party, in form and content satisfactory to its counsel, that the Proposed Purchaser shall be bound by and the Holdings so acquired shall be subject to the terms and conditions of this Agreement.

Right of First Refusal. Except for transfers described in Section 6.4In the event that Landlord shall receive a bona fide offer by a third party to purchase the Premises, if any Person which offer Landlord desires to transfer any or all of the interest in the Partnership owned by himaccept, or if any such interest becomes subject Landlord shall give written notice thereof (hereinafter an “Offering Notice”) to an involuntary transfer such Person Tenant, which Offering Notice shall contain (the "Transferor"a) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date if any; (b) an exact copy of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period purchase; and (c) an offer to enter into an agreement of 60 sale with Tenant in preference to the proposed purchaser, and upon the same terms and conditions as are set forth in the aforesaid offer, whereupon Tenant shall be entitled to enter into an agreement of sale to purchase the Premises by giving written notice of Tenant’s agreement so to do to Landlord within thirty (30) days after receipt of such noticethe Offering Notice. If Tenant fails to so agree within the time aforesaid, Landlord shall, except as hereinafter provided, have the Partnership may purchase some right to complete the transaction described in the Offering Notice. In the event of any change in the terms and conditions set forth in the Offering Notice, or all any failure to consummate the proposed transaction within ninety (90) days after delivery of the offered interest by giving written Offering Notice, notice to the Transferor. If the Partnership does not elect thereof and an opportunity to purchase the entire interest, it again shall notify the Other Partners of the portion of the interest it did not elect be given by Landlord to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be Tenant in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in strict accordance with the terms hereof. The right of first refusal herein granted shall extend to and inure to the benefit of any and all successors and assigns of Tenant, for so long as they, or any of them, shall be a tenant of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementPremises.

Right of First Refusal. Except (a) Notwithstanding Section 10.1(a) and except for transfers described in a Permitted Transfer (but subject to Section 6.410.3), if any Person Member (the “Selling Member”) who desires to transfer sell or Transfer any or all of such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person other Members (the "Transferor"“Remaining Members”) will so notify the Partnership and opportunity to match the other Partners terms of such offer in writing accordance with the following terms of this Section 10.2. (b) The Selling Member shall make a written offer to each of the "Other Partners")Remaining Members. The notice will Such written offer shall set forth the name amount of Percentage Interest (and address corresponding Membership Interests) which the Selling Member proposes to dispose of, the price per Percentage Interest (and corresponding Membership Interests), the identification of the proposed transferee, who, third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the case of offer if a salepurchase occurs pursuant thereto), must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the all other material terms and conditions of the proposed transfersale. (c) On or before the expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Percentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). For Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of 60 ten (10) days after receipt the earlier of such notice, the Partnership may purchase some following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the offered interest Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by giving written notice to the TransferorSelling Member, the other Remaining Members and the Company. If Failure by the Partnership does not elect Remaining Members to purchase exercise their election in the entire interest, it respective time 112776\000006\4832-7583-6415v3 periods provided in Section 10.2(c) shall notify the Other Partners be deemed a rejection of the portion offer as of the interest it did not elect last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to purchaseany Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may sell the Percentage Interest (and corresponding Membership Interests) which were the Other Partners shall have 45 days after expiration subject of such 60-day period to purchase allthe written offer described in Section 10.2(b) but for which neither the First Right nor the Second Right is exercised, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion only to the ownership interest purchaser specified in such offer and for the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assigneeprice and other terms described therein. Any transfer purchaser must completed and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto this Article 10 and (or all parties except the transferorii) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement. (f) Notwithstanding anything to the contrary in Section 10.7 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall result in the automatic admission of such transferee as Substitute Member and full Member of the Company without any requirement for consent of the Members.

Right of First Refusal. Except for transfers described in Section 6.4(a) If, if at any Person desires time after the Lapse Date and prior to transfer the date of consummation of a Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the interest “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a) or pursuant to the Sale Participation Agreement) (the “Offeror”), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the Partnership owned manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by him, or if any such interest becomes subject to an involuntary transfer such Person a copy of the Third Party Offer (which shall identify the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"Offeror). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, At any time within fifteen (15) days after the date of the proposed transfer, receipt by the proposed transfer price (in terms of a dollar amount) and the other terms and conditions Company of the proposed transfer. For a period of 60 days after receipt of such Management Stockholder’s notice, the Partnership may purchase some or all of Company shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect right and option to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period or to purchase allarrange for a third party to purchase, all (but not less than all, ) of the interest that shares of Stock covered by the Partnership did not elect Third Party Offer, pursuant to Section 4(b). (b) The Company shall have the right and option to purchase. Such purchase by the Other Partners will be in proportion , or to the ownership interest in the Partnership owned by such Other Partners (omittingarrange for a third party to purchase, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be transferred)paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the remaining interest proposed to be transferred is not agreed to be purchased shares of Stock covered by the Other PartnersThird Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Transferor may transfer Management Stockholder shall notify the remaining interest to Company of the assignee. Any transfer must completed in accordance with consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days following the expiration of the notice given 15-day period during which the Company is entitled hereunder to purchase the Partnership. In additionStock, Persons to whom any interest is transferred mustthe Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, as a condition all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such transfer, enter into an agreement with shares of the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementStock.

Right of First Refusal. Except If IPS, MMM and/ or PMM receive and wish to accept from a prospective buyer, or wish to present to a prospective buyer, (in both cases, other than a Syndicated Shareholder) a Firm Offer for transfers described in Section 6.4the Transfer of all or any part of their Syndicated Shares, if any Person desires RH shall be entitled to transfer any or all a right of first refusal to buy the interest Syndicated Shares included in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Firm Offer (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other PartnersRight of First Refusal"). The notice will set forth In order to exercise the name and address Right of First Refusal, RH shall, at least, equalize the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transferFirm Offer and buy all the Syndicated Shares therein. For a period of 60 days after receipt of such noticeIf this is the case, IPS, MMM and/ or PMM (the Partnership may purchase some or all “Selling Shareholders”) shall effectively notify their decision (the “Notification”) to RH listing the terms and conditions of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interestFirm Offer received, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase allincluding, but not less than alllimiting, the identity of the interest that prospective buyer, all the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed Syndicated Shares to be transferred and the financial terms, and, to RH's request, shall provide a written copy of the offer, if this was received in writing. Within the term of ten (10) running days from the Notification date, RH shall notify in writing to the Selling Shareholder its intention of exercising its Right of First Refusal. If said right is exercised, the Selling Shareholder shall transfer the Syndicated Shares to RH (or to the Affiliate RH requires) within 30 (thirty) running days from the time RH notifies its decision to the Selling Shareholder. If, on the contrary, RH fails to exercise its Right of First Refusal in the term stipulated herein, the Selling Shareholder shall be allowed to transfer the Syndicated Shares to the third offeror, under the terms and conditions stipulated in the offer and within 30 (thirty) running days from the time RH notifies (or fails to notify) its decision of not exercising its Right of First Refusal. If after said term the Transfer is not agreed to performed, said transfer shall not be purchased by performed unless the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed procedures stipulated in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementSection are repeated.

Right of First Refusal. (a) Except for transfers described in Section 6.4as otherwise provided herein, if any Person desires a Member wishes to transfer any Transfer all or a part of its Interest (a “Transferring Member”), such Member shall first deliver to the other Members (the “Offered Members”) a written notice (an “Offer Notice”), which shall (i) state the Transferring Member’s intention to sell all or a portion of its Interest to one or more Persons, the portion of its Interest to be sold (the “Subject Interest”), the purchase price therefor and a summary of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address material terms of the proposed transferee, who, in Transfer and (ii) offer the case Offered Members the option to acquire their pro rata share (based on their Percentage Interests) of all or a sale, must be a bona fide prospective purchaser, portion of such Subject Interest upon the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and subject to the conditions of the proposed transferTransfer as set forth in the Offer Notice (the “Offer”). For A Member may submit an Offer Notice only if such Member has received a bona fide written offer, the terms of which are reflected in the Offer Notice. The Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Offer is accepted during such period, until the consummation of the sale contemplated by the accepted Offer). Each Offered Member shall have the right and option, for a period of 60 30 days after its receipt of such noticethe Offer Notice (the “Acceptance Period”), to accept all or any part of its pro rata share (based on the Partnership may purchase some or all Percentage Interests of the Offered Members) of the Subject Interest so offered interest at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by giving delivering a written notice to the TransferorTransferring Member during the Acceptance Period specifying the portion of the Subject Interest the Offered Member will purchase. If any Offered Member (the Partnership “Accepting Offered Member”) elects to accept its entire pro rata portion of the Subject Interest as described above, but the other Offered Member (the “Non-Accepting Offered Member) does not elect to purchase the accept its entire interest, it shall notify the Other Partners of the pro rata portion of the interest it did not elect to purchaseSubject Interest as described above, and then the Other Partners Accepting Offered Member shall have 45 days after expiration of such 60-day period to purchase allthe right, but not the obligation, to accept the Non-Accepting Offered Member’s pro rata portion of the Subject Interest at the purchase price and on the terms stated in the Offer Notice. (b) If effective acceptance shall not be received pursuant to Section 8.3(a) above with respect to all of the Subject Interest offered for sale pursuant to the Offer Notice, then the Transferring Member may Transfer all or any portion of its Subject Interest at a price not less than allthe price, and on terms not more favorable to the purchaser thereof than the terms, stated in the Offer Notice at any time within 90 days after the expiration of the interest that Acceptance Period (the Partnership did not elect “Sale Period”). To the extent the Transferring Member Transfers all or, if the Offered Members have accepted the Offer with respect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes a part of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such Transferring Member’s interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership portion of the Other Partners who wish Interest so offered during the Sale Period, the Transferring Member shall promptly notify the Company, and the Company shall promptly notify the other Members, as to purchase some or (i) the Interest, if any, that the Transferring Member then owns, (ii) the Interest that the Transferring Member has transferred, (iii) the terms of such Transfer and (iv) the name of the owner(s) of any of the Interest Transferred. In the event that all of the interest Subject Interest is not sold by the Transferring Member during the Sale Period, the right of the Transferring Member to Transfer such unsold Subject Interest shall expire and the obligations of this Section 8.3 shall be transferred). If reinstated; provided, however, that, in the event that the Transferring Member determines, at any time during the Sale Period, that the Transfer of all of the remaining interest proposed to be transferred Interest on the terms set forth in the Offer Notice is not agreed to be purchased by the Other Partnersimpractical, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance Transferring Member may, with the terms consent of a majority of the notice given to members, terminate the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with offer and reinstate the parties hereto (or all parties except procedure provided in this Section 8.3 without waiting for the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to expiration of the limitations imposed by this AgreementSale Period.

Right of First Refusal. Except for transfers described (a) At any time, and subject to the terms and conditions specified in this Section 6.49.3, each Class A Member shall have a right of first refusal if any Person other Class A Member (the “Offering Member”) receives an offer from an Independent Third Party that the Offering Member desires to transfer accept to purchase all or any or all portion of the interest in the Partnership Membership Interest owned by him, or if any such interest becomes subject to an involuntary transfer such Person the Offering Member (the "Transferor"“Offered Membership Interest”). Each time the Offering Member receives an offer for any of its Membership Interest from an Independent Third Party, the Offering Member shall first make an offering of the Offered Membership Interest to the other Class A Members in accordance with the following provisions of this Section 9.3 prior to Transferring such Offered Membership Interest to the Independent Third Party. (b) will so notify The Offering Member shall give written notice (the Partnership “Offering Member Notice”) to the Company and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be Class A Members stating that it has received a bona fide prospective purchaser, offer from an Independent Third Party and specifying: (i) the date Offered Membership Interest to be sold by the Offering Member; (ii) the name of the proposed transferPerson who has offered to purchase such Offered Membership Interest; (iii) the purchase price, the proposed transfer price (in terms which shall be comprised solely of a dollar amount) cash, and the other material terms and conditions of the Transfer; and (iv) the proposed transfer. For a period date, time and location of the closing of the Transfer, which shall not be less than 60 days after from the date of the Offering Member Notice. The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Membership Interest to the other Class A Members, which offer shall be irrevocable until the end of the ROFR Notice Period (as defined below). (c) Upon receipt of the Offering Member Notice by a Class A Member, such notice, Class A Member shall have ten Business Days (the Partnership may purchase some or all of the offered interest by giving written notice “ROFR Notice Period”) to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, all (and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, ) of the interest Offered Membership Interest by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that it offers to purchase such Offered Membership Interest on the Partnership did not elect to purchaseterms specified in the Offering Member Notice. Such purchase Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the Other Partners will applicable Class A Member. If more than one Class A Member delivers a ROFR Offer Notice, each such Class A Member (the “Purchasing Member”) shall be in proportion allocated its pro rata portion of the Offered Membership Interest based on the respective Class A Membership Interest Percentages of the Purchasing Members, unless otherwise agreed by such Class A Members. Each Class A Member that does not deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such Class A Member’s rights to purchase the Offered Membership Interest under this Section 9.3, and the Offering Member shall thereafter, subject to the ownership interest rights of any Purchasing Member, be free to sell the Offered Membership Interest to the Independent Third Party specified in the Partnership owned by Offer Notice pursuant to Section 9.3(d) without any further obligation to such Other Partners Class A Member pursuant to this Section 9.3. (omitting, for purposes of such calculationd) If no Class A Member delivers a ROFR Offer Notice in accordance with Section 9.3(c), the ownership interest owned by Offering Member may, during the Transferor) unless they agree otherwise. If any 60 day period immediately following the expiration of the Other Partners declines ROFR Notice Period (the “Waived ROFR Transfer Period”), Transfer subject to purchase his proportion of such interest, the remaining Other Partners may purchase such interest and in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or accordance with Section 9.2 all of the interest Offered Membership Interest to the Independent Third Party on terms and conditions no more favorable to the Independent Third Party than those set forth in the Offering Member Notice. If the Offering Member does not Transfer the Offered Membership Interest to the Independent Third Party within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be transferred). If all revived and the Offered Membership Interest shall not be Transferred to the Independent Third Party unless the Offering Member sends a new Offering Member Notice in accordance with, and otherwise complies with, this Section 9.3. (e) At the closing of the remaining interest proposed any Transfer to be transferred is not agreed a Purchasing Member pursuant to be purchased by the Other Partnersthis Section 9.3, the Transferor may transfer Offering Member shall be deemed to have made the remaining interest Reconveyance Representations and Warranties to the assigneePurchasing Member(s), and the Purchasing Member(s) shall pay the purchase price by wire transfer of immediately available funds to the Offering Member. Any transfer For the avoidance of doubt, any Transfer pursuant to this Section 9.3 shall be subject to and must completed in accordance comply with the terms requirements of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementSection 9.2.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If CB intends to Transfer all or any Person desires to transfer any or all part of the interest in the Partnership owned by himits Participating Interest, or if any an Affiliate of CB intends to Transfer Control of CB (“Transferring Entity”), CB shall promptly notify Kazco of such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")intentions. The notice will set forth shall state the name price and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the all other pertinent terms and conditions of the proposed transferintended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. For a period If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of 60 the nonmonetary consideration and stated in terms of cash or currency). Kazco shall have thirty (30) days from the date such notice is delivered to notify the Transferring Entity (and the Participant if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the acquisition by the other Participant shall be consummated promptly after receipt notice of such noticeelection is delivered; (b) If Kazco fails to so elect within the period provided for above, the Partnership may purchase some or Transferring Entity shall have sixty (60) days following the expiration of such period to consummate the Transfer to a third party at a price and on terms no less favorable to the Transferring Entity than those offered by the Transferring Entity to Kazco in the aforementioned notice; (c) If the Transferring Entity fails to consummate the Transfer to a third party within the period set forth above, the right of first refusal of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be procedures set forth in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementParagraph.

Right of First Refusal. Except for transfers described If any Shareholder (in this Section 6.4, if any Person desires 8 called the “Selling Shareholder”) wishes to transfer sell any or all of the interest in the Partnership owned by himhis, her or if any such interest becomes subject to an involuntary transfer such Person its Shares (the "Transferor"“Offered Shares”), the Selling Shareholder shall first deliver to all other Shareholders (in this Section 8 called “Other Shareholders”) will so notify the Partnership and the other Partners an offer in writing to sell his, her or its Offered Shares to the Other Shareholders in accordance with their Pro Rata Proportions (the "Other Partners"“Offer”). The notice will set forth Offer shall be deemed to be an irrevocable offer by the name Selling Shareholder to the Other Shareholders to sell all the Offered Shares to the Other Shareholders at the price per Share and address of upon the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions as contained in the Offer. Any of the proposed transferOther Shareholders who want to accept the Offer shall give notice of acceptance in writing to the Selling Shareholder within fifteen (15) Business Days from the receipt of the Offer. For The Other Shareholders are not entitled to purchase any amount of the Offered Shares less than their respective Pro Rata Proportion of the Offered Shares as set forth in the Offer. The failure by an Other Shareholder to deliver a notice of acceptance to the Selling Shareholder within the fifteen (15)-Business Day period described in this Section 8(1) shall be deemed to be a rejection of the Offer. If, upon expiry of the fifteen (15)-Business Day period described in this Section 8(1), all or some of the Other Shareholders have not provided written notice that they have accepted the Offer, the Selling Shareholder shall, to the extent of the Offeror’s Shares not so purchased, be free to complete the sale of such Shares with an Arm’s Length third party purchaser within a further period of 60 days after receipt of sixty (60) days, subject to (i) the requirement that such notice, the Partnership may purchase some or all of the offered interest by giving written notice sale be on terms no more favourable to the TransferorArm’s Length third party purchaser than the terms offered by the Selling Shareholder to the Other Shareholders as set forth in the Offer, and (ii) the condition precedent that the Arm’s Length third party purchaser shall first have executed and delivered a binding adoption agreement with the other Shareholders as provided in Section 18(10). If the Partnership Selling Shareholder does not elect to purchase complete the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion sale to the ownership interest in Arm’s Length third party purchaser within the Partnership owned by further sixty (60)-day period, such Other Partners (omitting, for purposes Shares shall again become subject to the provisions of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferredSection 8(1). If all All transfers of the remaining interest proposed Shares pursuant to this Section 8(1) shall be transferred is not agreed to be purchased by the Other Partnerscompleted on a good faith, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementbona fide basis.

Right of First Refusal. Except (a) If, at any time on or after the Lapse Date and prior to a Public Offering, any holder of Employee Securities (for transfers described in purposes of this Section 6.43.2(a), if any Person desires a “Selling Employee Holder”) proposes to transfer sell any or all of his Employee Securities (other than an Exempt Employee Transfer) to a third party (a “Proposed Sale”), such Selling Employee Holder shall first notify the interest Company in writing. Such Selling Employee Holder’s notice to the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "Transferor"“Proposed Sale Notice”) will so notify shall (i) state such Selling Employee Holder’s intention to sell Employee Securities to one or more persons, the Partnership amount of Employee Securities to be sold, the purchase price therefor, and the other Partners material terms of the Proposed Sale and (ii) contain an irrevocable offer to sell such Employee Securities to the Company (in writing (the "Other Partners"). The notice will manner set forth below) at a purchase price equal to the name price contained in, and address of on the proposed transfereesame terms and conditions of, who, in the case of a sale, must be a bona fide prospective purchaser, Proposed Sale. (b) At any time within thirty (30) days after the date of the proposed transferreceipt by the Company of the Proposed Sale Notice, the proposed transfer Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities covered by the Proposed Sale Notice at the same price (in terms of a dollar amount) and on the other same terms and conditions of the proposed transferProposed 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 directors of the Company), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Selling Employee Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Employee Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities so purchased, appropriately endorsed by the Selling Employee Holder. For a period If at the end of 60 days after receipt of such noticethe 30-day period, the Partnership may Company or such third party has not tendered the purchase some or price for such Employee Securities in the manner set forth above, the Selling Employee Holder may, during the succeeding 30-day period, sell not less than all of the offered interest Employee Securities covered by giving written notice the Proposed Sale to a third party on terms no less favorable to the TransferorSelling Employee Holder than those contained in the Proposed Sale Notice. If Promptly after such sale, the Partnership does not elect Selling Employee Holder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of thirty (30) days following the expiration of the 30-day period during which the Company is entitled hereunder to purchase the entire interestEmployee Securities, it shall notify the Other Partners of Selling Employee Holder has not completed the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration sale of such 60-day period to purchase allEmployee Securities as aforesaid, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to restrictions on sale, transfer or assignment contained in this Agreement shall again be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance effect with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition respect to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementEmployee Securities.

Right of First Refusal. Except for transfers described In the event that any of the Stockholders receives a bona fide offer to purchase all or any portion of the Shares held by such person (a "Transaction Offer") from a non-Affiliate (the "Offeror"), such Stockholder (a "Transferring Stockholder") may, subject to the provisions of Section 2.2 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 6.4, if any Person desires to transfer any or 2.1: (a) Such Transferring Stockholder shall cause the Transaction Offer and all of the interest in terms thereof to be reduced to writing and shall promptly notify each of the Partnership owned by himInvestors of such Transferring Stockholder's desire to accept the Transaction Offer and otherwise comply with the provisions of this Section 2.1 and, or if any applicable, Section 2.2 (such interest becomes subject to an involuntary transfer such Person (notice, the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other PartnersOffer Notice"). The notice will set forth the name and address Transferring Stockholder's Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the proposed transfereeShares which are the subject of the Transaction Offer to the Investors, whoon the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Offeror and all relevant information in connection therewith). (b) Upon receipt of an Offer Notice, the Investors may elect to accept the offer to sell with respect to all (but not less than all) of the Shares subject thereto and shall give written notice of such election to the Transferring Stockholder as provided below. Each Investor shall have the right to purchase up to that number of Shares covered by the Transaction Offer as shall be equal to the product obtained by multiplying (i) the total number of Shares subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of Shares owned by such Investor, and the denominator of which is the total number of Shares held by all Investors, in the each case as of a sale, must be a bona fide prospective purchaser, the date of the Offer Notice, subject to increase as hereinafter provided. The number of Shares that each Investor is entitled to purchase under this Section 2.1 as provided in the immediately preceding sentence shall be referred to as its "Pro Rata Fraction." Subject to Section 2.4 hereof, each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof with respect to any proposed transfer, Transaction Offer to any transferee. In the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership event an Investor does not elect to purchase or transfer its right to purchase its Pro Rata Fraction, then any Investors who have elected to purchase Shares shall have the entire interestright to purchase, it on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or its transferee and to transfer such right to any transferee. (c) Each Investor shall notify have the Other Partners right to accept the Transferring Stockholder's offer to sell the shares by giving written notice of such acceptance (the "Right of First Refusal Acceptance Notice") to the Transferring Stockholder as provided herein within thirty (30) business days after receipt of the portion Offer Notice (the "Right of First Refusal Election Period"), which notice shall indicate the interest maximum number of Shares subject thereto which the Investor and its transferee(s) are willing to purchase, including the number of Shares it did would purchase if one or more other Investors do not elect to purchasepurchase their Pro Rata Fractions. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Transferring Stockholder and a Majority Interest of the Investors shall determine the fair market value of such consideration, reasonably and in good faith, and the Other Partners shall have 45 days after Investors and their transferees may exercise their right to purchase under this Section 2.1 by payment of such fair market value in cash or cash equivalents. (d) Upon the expiration of such 60-day period the Right of First Refusal Election Period, the number of Shares to be purchased by each Investor and its transferees shall be determined as follows: (i) first, there shall be allocated to each Investor and/or transferee electing to purchase alla number of Shares equal to the lesser of (A) the number of Shares as to which such Investor or transferee accepted as set forth in its respective Right of First Refusal Acceptance Notice or (B) such Investor's Pro Rata Fraction, but and (ii) second, the balance, if any, not less than allallocated under clause (i) above, shall be allocated to those Investors and transferees who within the Right of the interest First Refusal Election Period delivered a Right of First Refusal Acceptance Notice that the Partnership did not elect to purchase. Such purchase by the Other Partners will be set forth a number of Shares that exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes amount of such calculation, the ownership interest owned excess. The closing for any purchase of Shares by the Transferor) unless they agree otherwise. If any Investors and/or their transferees under this Section 2.1 shall take place following the expiration of the Other Partners declines Right of First Refusal Election Period at the offices of the Company or on such other date or at such other place as may be agreed to by the Transferring Stockholder and such Investors and/or their transferees. (e) In the event that the Investors and their transferees do not elect to exercise the rights to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion under this Section 2.1 with respect to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest Shares proposed to be transferred sold, the Transferring Stockholder may sell such Shares to the Offeror on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 2.2. If the Transferring Stockholder's sale to an Offeror is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed consummated in accordance with the terms of the notice given Transaction Offer within the later of (i) ninety (90) calendar days after the expiration of the Right of First Refusal Election Period under this Section 2.1 and the Co-Sale Election Period set forth in Section 2.2 below, if applicable, and (ii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to the Partnership. In additionlapse, Persons to whom and any interest is transferred must, as a condition Transfers of Shares pursuant to such transfer, enter into an agreement Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transferring Stockholder once again complies with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical of this Section 2.1 with respect to the limitations imposed by this Agreementsuch Transaction Offer.

Right of First Refusal. Except (i) The Participant may not accept any offer to purchase all or any portion any Stock owned by the Participant that was acquired pursuant to this Agreement unless such offer is in writing, for transfers described cash, irrevocable by its terms for at least thirty (30) days, and bona fide as determined by the Committee in Section 6.4, if any Person good faith. If the Participant desires to transfer any or all of the interest in the Partnership owned by him, or if accept any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide offer from any prospective purchaser, the date Participant shall give notice in writing to the Company (i) designating the number of shares of Stock to be sold, (ii) naming the proposed transferprospective purchaser of such shares of Stock, and (iii) specifying the proposed transfer offer price (in terms of a dollar amount) and the other terms and conditions of upon which the proposed transferParticipant may sell the shares pursuant to the offer. For a During the 30-day period of 60 days after following receipt of such noticenotice by the Company, the Partnership may purchase some or all of Company shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect right to purchase from the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, Participant all (but not less than all, ) of the interest that shares of Stock specified in such notice at the Partnership did not elect to purchase. Such purchase offer price and upon the terms specified in the offer. (ii) The rights provided hereunder shall be exercised by the Other Partners will be in proportion Company by written notice to the ownership interest Participant. If such rights are exercised, the Company shall deliver to the Participant a certified or bank check for the specified offer price, payable to the order of the Participant, and/or appropriate evidence of the cancellation of any indebtedness owed by the Participant to the Company, in either case against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Participant. At any time during the 30 days following the expiration unexercised of the Company’s 30-day purchase rights period, the Participant may sell such Stock, but only to the purchaser identified in the Partnership owned notice to the Company, at the price, and on the other terms, specified in the notice, provided that such purchaser must have first agreed in writing to be bound by such Other Partners (omitting, for purposes a right of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any first refusal in favor of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest Company substantially similar to the assignee. Any transfer must completed in accordance with the terms provisions of the notice given this Section 14(b) of this Agreement, as well as to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by a sale in connection with a public offering contained in Section 11 of this Agreement.

Right of First Refusal. Except for transfers described in Section 6.4(a) If, if at any Person desires time after the fifth anniversary of the Effective Date and prior to transfer the date of consummation of a Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the interest “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a)) (the “Offeror”), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the Partnership owned manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by him, or if any such interest becomes subject to an involuntary transfer such Person a copy of the Third Party Offer (which shall identify the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"Offeror). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, At any time within fifteen (15) days after the date of the proposed transfer, receipt by the proposed transfer price (in terms of a dollar amount) and the other terms and conditions Company of the proposed transfer. For a period of 60 days after receipt of such Management Stockholder’s notice, the Partnership may purchase some or all of Company shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect right and option to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period or to purchase allarrange for a third party to purchase, all (but not less than all, ) of the interest that shares of Stock covered by the Partnership did not elect Third Party Offer, pursuant to Section 4(b). (b) The Company shall have the right and option to purchase. Such purchase by the Other Partners will be in proportion , or to the ownership interest in the Partnership owned by such Other Partners (omittingarrange for a third party to purchase, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be transferred)paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the remaining interest proposed to be transferred is not agreed to be purchased shares of Stock covered by the Other PartnersThird Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Transferor Management Stockholder 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 sixty (60) days following the expiration of the 15-day period during which the Company is entitled hereunder to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the remaining interest Stock. (c) Notwithstanding anything in this Agreement to the assignee. Any transfer must completed contrary, this Section 4 shall terminate and be of no further force or effect upon the occurrence of a Change in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementControl.

Right of First Refusal. Except for transfers described in Section 6.4, if VI.3.1. If any Person Member desires to transfer sell all or any or all portion of such Member’s Interest in the Company, such Member shall first (a) obtain the approval of the interest in Voting Interests pursuant to Section 6.1.1., and (b) comply with the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so terms and conditions of this Section 6.3. Such Member must notify the Partnership Company and the other Partners Members in writing (the "Other Partners"). The notice will set forth the name and address of such Member’s desire to sell, the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transferpurchase price, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfersale (“Sale Notice”). For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, The Company and the Other Partners other Members shall have 45 days after expiration of such 60-day period the right to purchase all, but not less than all, of the interest that Interest of such Member proposed to be sold on the Partnership did not elect terms and conditions set forth in the Sale Notice and as provided in this Section 6.3 which shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived in writing or shall have expired. The Company shall have the first right to purchasepurchase the Interest offered by the selling Member by delivering notice of exercise to such selling Member, and the other Members, within twenty (20) days after delivery of the Sale Notice (“Election Period”). At such closing, the selling Member shall accept such payment as is due at closing and shall deliver to the Company in exchange therefor duly executed instruments of transfer. VI.3.2. If the Company fails or refuses to deliver a notice of exercise of the right to purchase the Interest of the selling Member by the expiration of the Election Period, or is otherwise prohibited by law or this Agreement from doing so, the other Members shall have the right to purchase the offered Interest of the selling Member by delivering notice of exercise to such selling Member and the other Members within ten (10) days after expiration of the Election Period (such ten-day notice period being defined as the “Member Notice Period”). Such purchase right must be exercised as to the entire Interest offered for sale and, unless otherwise agreed by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines Members electing to purchase his proportion of such interestthe offered Interest, shall be apportioned among those Members electing to purchase the remaining Other Partners may purchase such interest Interest in proportion to their interests in Percentages. VI.3.3. If the Partnership (counting for this purpose only other Members fail to timely elect or refuse to exercise their rights to purchase the interests in the Partnership Interest of the Other Partners who wish selling Member offered under Section 6.3.1, subject to purchase some or all the co-sale rights of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other PartnersMembers in Section 6.5, the Transferor selling Member may transfer the remaining interest proceed to the assignee. Any transfer must completed sell all, but not less than all, of such offered Interest in accordance with the notice, provided that the transferee agrees to become a party to and be bound by the terms, conditions and restrictions set forth in this Agreement. The purchase price of any Interest to be acquired pursuant to this Section 6.3.3 shall be payable on the terms offered to the selling Member by the proposed transferee (provided, however, that the Company and the Members shall not be required to meet any non-monetary terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such proposed transfer, enter into an agreement including, without limitation, delivery of other securities in exchange for the Interest proposed to be sold, including any consulting or similar agreements or restrictive covenants). If such sale is not closed within sixty (60) days of such failure or refusal, the selling Member shall not transfer Interest without again complying with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by of this AgreementSection 6.3.

Right of First Refusal. Except for transfers described in Section 6.4(a) Subject to clause 14.3(c) below, if Franchisee or any Person desires Principal receives an acceptable bona fide offer from a third party to transfer directly or indirectly purchase the Franchised Restaurant and/or the Location, or any portion thereof or all interest therein or any asset material to the operation of the Franchised Restaurant or any equity interest in Franchisee (individually and collectively, the Partnership owned by him“Assets”), Franchisee must give BKE written notice (“Offer Notice”) offering to sell the Assets to BKE or if any such interest becomes subject to an involuntary transfer such Person (its assignee at the "Transferor") will so notify same purchase price and otherwise on substantially the Partnership same terms and the other Partners in writing (the "Other Partners"). The notice will set forth conditions and setting out the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date price and other terms of the offer, a copy of the proposed transfersale agreement for the Assets executed by both Franchisee and purchaser, together with such other information and documentation as BKE may request in order to evaluate the offer, including, but not limited to, all exhibits, copies of real estate purchase agreements, proposed transfer price (in terms security agreements and related promissory notes, assignment documents, leases, deeds, surveys, title insurance commitments and policies and copies of all title exceptions and any other information BKE may request, a dollar amount) franchise application completed by the prospective purchaser, references, and the opportunity to interview the prospective purchaser and/or its officers. (b) If the consideration offered by the third party is not in cash, Franchisee must offer to sell the Assets to BKE at the fair market value, which, failing agreement between BKE and Franchisee, will be determined by an independent expert mutually agreed to by the parties (if the parties cannot agree on such an expert, then the chairperson of the Treuhandkammer (the Swiss professional organisation of auditors) shall finally appoint such independent expert), and the offer will be deemed to have been made on the date the fair market value is agreed or determined. (c) A bona fide offer from a third party includes any Transfer consolidation, merger or any other transaction in which legal or beneficial ownership of the franchise granted by this Agreement or any equity interests held by a Principal, is vested in any person other than Franchisee or that Principal, except that a Principal who is not a Co-Debtor may Transfer up to 25% of its ownership interests in Franchisee without complying with the terms and conditions of this clause 14.3. (d) BKE or its assignee has the right and the option, exercisable within 30 days from receipt of an Offer Notice, and all other requested documentation and information required under clause 14.3(a) (“Offer Period”), to accept the offer. Silence on the part of BKE shall constitute rejection of the offer. (e) BKE or its assignee may accept the offer contained in the Offer Notice by giving notice of acceptance to Franchisee before the expiration of the Offer Period (“Acceptance Notice”). (f) The Acceptance Notice may contain terms which vary from the terms of the Offer Notice if the terms upon which BKE or its assignee agrees to buy the Assets are not commercially less favorable to Franchisee than those contained in the Offer Notice. Further, the Acceptance Notice may reject any provision or condition that is inconsistent with Franchisee’s obligations under this Agreement or the effect of which would be to increase the cost to, or otherwise change the economic terms imposed on, BKE or its assignee, as a result of the substitution of BKE or its assignee (as applicable) for the prospective purchaser. Any such provision or condition is void and unenforceable against BKE. (g) If Franchisee receives the Acceptance Notice during the Offer Period, Franchisee must sell and BKE or its assignee must purchase the Assets upon the terms and conditions contained in the Offer Notice as such terms may be varied by the Acceptance Notice. (h) Acceptance will constitute a binding contract and BKE or its assignee and Franchisee shall complete the sale and purchase with all reasonable speed, subject to (i) all of the closing conditions set forth in the proposed transfer. For sale agreement; (ii) obtaining any necessary consents and estoppels from landlords or others which Franchisee must use best efforts to obtain; and (iii) satisfaction with the results of a due diligence investigation of the Assets, as conducted by BKE or its assignee over a period of not less than 60 days after receipt of such noticedays, commencing on the Partnership may purchase some or all date of the Acceptance Notice. (i) If BKE rejects Franchisee’s offer to sell the Assets or any portion thereof, as the case may be, Franchisee may conclude the sale to the purchaser named in the Offer on terms not more favorable to the purchaser than those offered interest to BKE, subject to obtaining the prior consent of BKE as required under this Agreement. (j) If the sale to the purchaser has not been completed within 90 days of obtaining BKE’s consent, or such longer time as may be reasonably required to obtain the consent of any landlord or other person, BKE may at any time thereafter withdraw its consent to the Transfer by giving written notice to the TransferorFranchisee. If Franchisee thereafter wishes to proceed with the Partnership does sale of the Assets on the same commercial terms to the same prospective purchaser, Franchisee is not required comply with this clause 14.3 (Right of First Refusal) but must obtain BKE’s prior consent to the Transfer. (k) The election by BKE not to exercise its right of first refusal as to any Offer will not affect its right of first refusal as to any subsequent Offer. (l) If the proposed sale of the Assets includes assets of Franchisee not related to the operation of Burger King Restaurants, BKE or its assignee may, at its option, elect to purchase only the entire interest, it shall notify assets related to the Other Partners operation of Burger King Restaurants and an equitable purchase price will be allocated to each asset included in the proposed sale. (m) Any Transfer or attempted Transfer of the portion interests described in this clause 14.3 without first giving BKE the right of the interest it did not elect to purchasefirst refusal as described above shall be void and of no force and effect, and the Other Partners shall have 45 days after expiration constitute a material act of such 60-day period to purchase all, but not less than all, default hereunder and deemed good cause for termination of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.

Right of First Refusal. Except for transfers described 9.1 If any Shareholder (the “Offeror”) receives a bona fide written offer (a “Third Party Offer”) from any person dealing at arm’s length with the Offeror to purchase any Shares that the Offeror beneficially owns (the “Offered Shares”), which Third Party Offer is acceptable to the Offeror, the Offeror must give notice of the Third Party Offer (the “Notice”) to the Corporation and to the Shareholders other than the Offeror (the Shareholders other than the Offeror are defined as the “Offerees”). The Third Party Offer must be an offer to purchase only Shares and no other assets. The Notice must contain a copy of the Third Party Offer, disclose the identity of the person making the Third Party Offer and provide evidence sufficient to establish that such person has the power and capacity, including financial ability, to complete the purchase of the Offered Shares and that the conditions set out in Section 6.4Article VI will be satisfied. Upon the Notice being given, if any Person desires the Offerees will have the right to transfer purchase any or all of the interest in Offered Shares at the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (same price and upon the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other same terms and conditions as are contained in the Third Party Offer. 9.2 The Offerees will be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the proposed transferOfferees at the date the Notice was given or in such other proportion as the Offerees may agree in writing. For a period of 60 days after receipt of such notice, the Partnership may Each Offeree who desires to purchase some any or all of the offered interest by giving written Offered Shares that such Offeree is entitled to purchase in accordance with the provisions of this Section 9.2 will give notice of such desire to the Transferor. Offeror, to the Corporation and to the other Offerees within 10 Business Days of having been given the Notice. 9.3 If the Partnership any Offeree does not elect give notice as provided in Section 9.2 or provides such notice but indicates therein that it wishes to purchase the entire interest, it shall notify the Other Partners less than such Offeree’s pro rata share of the portion of Offered Shares, the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of Offered Shares that such 60-day period Offeree had been entitled to purchase all, but not less than all, of so purchased (the interest that the Partnership did not elect to purchase. Such purchase “Rejected Shares”) may instead be purchased by the Other Partners will be in proportion to Offerees who did give such notice pro rata based upon the ownership interest in the Partnership number of Shares beneficially owned by such Other Partners (omittingOfferees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, for purposes of such calculationand, the ownership interest owned by the Transferor) unless they agree otherwise. If any within five Business Days of the Other Partners declines expiry of the 10 Business Day period specified in Section 9.1, each Offeree who desires to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some any or all of the interest Rejected Shares that such Offeree is entitled to be transferred)purchase in accordance with the provisions of this Section 9.3 will give an additional notice to the Offeror, to the Corporation and to the other Offerees. If all any Offeree entitled to give the additional notice does not do so or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the remaining interest proposed Rejected Shares, the Rejected Shares that such Offeree had been entitled to be transferred is purchase but were not agreed to so purchased may instead be purchased by the Other PartnersOfferees who did give such additional notice, pro rata based upon the Transferor number of Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may transfer agree in writing, and so on from time to time until the remaining interest Offerees are willing to purchase all the assignee. Any transfer must Offered Shares or until they are not willing to purchase any more. 9.4 If the Offerees are willing to purchase any or all of the Offered Shares, such transaction of purchase and sale will be completed in accordance with the terms set out in the Third Party Offer by delivery of such Offered Shares by the Offeror with good title, free and clear of all liens, charges, encumbrances and any other rights of others, against payment by certified cheque, bank draft or wire transfer by the Offerees. If, at the time of completion, any Offered Shares are subject to any lien, charge, encumbrance or other right of others, the Offerees will be entitled to deduct from the purchase money to be paid to the Offeror the amount required to discharge all such liens, charges, encumbrances or other rights of others and will apply such amount to the repayment, on behalf of the notice given Offeror, of the obligations secured thereby. 9.5 If the Offeror defaults in transferring the Offered Shares to the PartnershipOfferees as provided in this Section 9.5, the Corporation is authorized and directed to receive the purchase money and thereupon to record the transfer of the Offered Shares, to enter the names of the Offerees in the registers of the Corporation as the holders of the Shares purchased by them, and to cause to be issued to the Offerees share certificates for the Offered Shares in the names of such Offerees. In additionThe Corporation will hold the purchase money received by it in trust on behalf of the Offeror and will not commingle the purchase money with the Corporation’s assets, Persons to whom except that any interest is transferred mustthereon will be for the account of the Corporation. The receipt by the Corporation of the purchase money will be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation, the transaction of purchase and sale will be deemed completed at the price and on the other terms and conditions contemplated herein and the Offerees will for all purposes own the Offered Shares purchased by them. Upon such registration, the Offeror will cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase money received by the Corporation upon surrender of any certificates that previously represented the Offered Shares. 9.6 If, after the application of Section 9.3, all of the Offered Shares have not been accepted for purchase by the Shareholders, the Corporation will be entitled to purchase the remaining Offered Shares in accordance with Sections 9.1 to 9.5 as if it were the only Offeree, mutatis mutandis. 9.7 If, after the application of Section 9.6, all of the Offered Shares have not been accepted for purchase by the Shareholders or the Corporation, the rights of the Shareholders and the Corporation to purchase the remainder of the Offered Shares will terminate and, subject to Article VI, the Offeror may sell the Offered Shares that have not been accepted for purchase by the Shareholders or the Corporation to the person who made the Third Party Offer within four months after the later of the expiry of the last of the 10 Business Day period specified in Section 9.1 and the last of the five Business Day periods specified in Section 9.2 only with the specific approval of such sale by the Corporation. Any such sale must be at a condition price not less than the purchase price contained in the Third Party Offer and on other terms no more favourable to such transferthird party than those contained in the Third Party Offer. If the Offered Shares are not sold within such four month period on such terms, enter the rights of the Corporation and the Shareholders other than the Offeror pursuant to this Section 9 will again take effect. 9.8 If the Offeror is entitled to sell any Offered Shares to the person who made the Third Party Offer following compliance with this Section 9, the Offeror will be entitled to provide such financial information and documents of the Corporation to the person who made the Third Party Offer as would be reasonable in the circumstances, provided that the person who made the Third Party Offer enters into an a confidentiality agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer Corporation in form and other provisions for repurchase identical substance acceptable to the limitations imposed by this AgreementBoard.

Right of First Refusal. Except for transfers described If during the Restricted Period, PHL, Holdings or any of their Affiliates wishes to acquire, directly or indirectly, a Controlling interest in a Property-Casualty Business where such acquisition would cause them to fail to comply with the limitation contained in clause (i) of Section 6.45.17.4, if any Person desires they may do so, provided they sell, subject to transfer any or all providing Buyer with a right of first refusal with respect to, such portion (designated by the selling party) of the interest aggregate Property-Casualty Businesses acquired during the Restricted Period as necessary in order to comply with such limitation once the Partnership owned by him, or if any such interest becomes sale that is subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")right is consummated. The notice will set forth the name and address PHL, Holdings or their Affiliates, whichever of the proposed transfereethem wishes to acquire a Property-Casualty Business subject to a right of first refusal hereunder, who, in the case of shall send a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to Buyer which (i) identifies the Transferor. If Property-Casualty Business or portion thereof it wishes to sell, (ii) provides relevant summary financial information pertaining to the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchasebusiness identified in clause (i), and (iii) states the Other Partners offering price and any other material terms for such business. Buyer shall have 45 sixty (60) days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms from receipt of the notice given hereunder in which to elect whether to acquire the business identified in clause (i), which election shall be evidenced by a writing delivered to the PartnershipOfferor by the close of business. In additionthe event Buyer does not timely exercise its rights hereunder, Persons or, having exercised its rights, fails to whom any interest is transferred mustclose the sale in a timely manner, as a condition the Offeror shall be entitled to sell the business identified in clause (i) upon the terms such transferbusiness was offered to Buyer pursuant to this paragraph, enter into an agreement with but may not materially modify such terms without re-offering such business to Buyer hereunder upon the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementproposed new terms.

Right of First Refusal. Except for transfers described in Subject to Section 6.43.3(d) above, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be Optionor receives a bona fide prospective purchasergood faith offer from an unaffiliated third party (herein, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amountan “Offeree”) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interestProperty, it including, without limitation, in connection with Optionor’s effort to market the Property for sale in accordance with Section 6 hereof (the “Offer”) at any time during the “ROFR Term” (as defined below), then, subject only to Optionee’s right of first refusal contained in this Section 4, Optionor shall notify have the Other Partners right to convey the Property to such Offeree during the term of this Agreement. If Optionor desires to accept the Offer form such Offeree, Optionor shall first give written notice (the “ROFR Notice”) thereof to Optionee (the date the ROFR Notice is received by Optionee is referred to as the “Notice Date”), which ROFR Notice shall include the name of the Offeree, the proposed purchase price for the Property and the other material economic terms of the proposed transfer (collectively, the “Acquisition Terms”). Optionee shall have thirty (30) days from the Notice Date to give written notice to Optionor (the “OP Notice”) of its election to acquire the Property for the same purchase price and on substantially the same Acquisition Terms; provided that, at the election of Optionee, all or any portion of the interest it did purchase price payable to the ▇▇▇▇▇▇ Parties may be paid by delivering to the ▇▇▇▇▇▇ Parties that number of OP Units with a Market Value equal to the cash consideration payable to the ▇▇▇▇▇▇ Parties. Notwithstanding anything to the contrary in this Agreement, from and after Optionee’s receipt of any such ROFR Notice, Optionee shall not elect have the right to purchaseexercise its Option pursuant to Section 3 hereof, except as otherwise provided below. If Optionee fails to make such election on a timely basis, Optionee’s rights under this Section 4 shall expire and be of no further force or effect; provided, however, that such rights under this Section 4,and Optionee’s right to exercise its Option pursuant to Section 3 hereof, shall each be revived and reinstated in favor of Optionee in the Other Partners event Optionor has not, within 180 days following the Notice Date, consummated the transaction with the applicable Offeree on terms which are generally as good or more favorable to Optionor than the Acquisition Terms offered to Optionee. The term of the right of first refusal contained in this Section 4 shall have 45 days after commence upon the IPO Closing Date and shall continue until the earlier of (i) the date this Agreement terminates pursuant to Section 7 below and (ii) the expiration of such 60-day period to purchase all, but not less than all, of the interest that Option Term (the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred“ROFR Term”). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.

Right of First Refusal. Except for transfers described in Section 6.4Other than with respect to a transfer to (i) a spouse or lineal descendant, (ii) an Affiliate of a Member, spouse or lineal descendant, or (iii) a Permitted SRT Transfer if any Person Member desires to assign or otherwise transfer all or any or all portion of such Member’s Interest (the “Offered Interest”), the Member desiring to so transfer the Offered Interest (the “Selling Member”) shall give written notice (the “Offering Notice”) to the non-transferring Members (the “Non-Selling Members”) of the interest in the Partnership owned by him, or if any such interest becomes subject Selling Member’s intention to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")transfer. The notice will set forth Offering Notice shall specify the name and address Offered Interest to be transferred, the consideration (which consideration shall consist only of cash) to be received therefor, the identity of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, and the exact terms upon which the Selling Member intends to so transfer. For thirty (30) days after the effective date of the proposed transferOffering Notice (the “Review Period”), the proposed transfer price (in terms of a dollar amount) and Non-Selling Members shall have the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice option to the Transferor. If the Partnership does not elect to purchase from the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, Selling Member all (but not less than all, ) of the interest Offered Interest at the same price and on the same terms as are specified in the Offering Notice by delivering to the Selling Member a written offer to purchase the Offered Interest. In the event that more than one Non-Selling Member elects to purchase the Partnership did not Offered Interest, then each Non-Selling Member so electing shall be entitled to purchase that portion of the Interest offered as such Member’s Interest in the Company bears to the total Interests of all the Non-Selling Members electing to so purchase. If the Non-Selling Members, or any of them, elect to purchase. Such so purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the Offered Interest within the time period specified, then the purchase by such Non-Selling Members of the Offered Interest shall be consummated at the principal place of business of the Company on the terms and conditions set forth in the Offering Notice. At the closing, the Selling Member shall deliver the Offered Interest free and clear of all liens, security interest and competing claims (other than security interest granted in favor of the Non-Selling Members who have elected to be transferred)purchase) and shall deliver to such Non-Selling Members who have elected to purchase such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interest or competing claims as such Non-Selling Members reasonably request. If If, within the Review Period, the Non-Selling Members fail to timely and validly offer to purchase all of the remaining interest proposed Offered Interest, then the Selling Member may, within ninety (90) days after the expiration of such thirty (30) day period, transfer the Offered Interest to be transferred is not agreed the person or entity identified in the Offering Notice on the same terms and conditions and at the same price specified in the Offering Notice. If the Selling Member fails to be purchased by so transfer the Other PartnersOffered Interest within such ninety (90) day period, then, prior to transferring the Offered Interest, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Selling Member shall resubmit an Offering Notice in accordance with the provisions of this Section and shall comply with the other terms of the notice given this Section. Notwithstanding anything in this Section 12.03 to the Partnership. In additioncontrary, Persons all transfers pursuant to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical this Section 12.03 are subject to the limitations imposed by this Agreementrestrictions set forth in Section 12.01 and 12.05 hereof.

Right of First Refusal. Except for transfers described in Section 6.4(a) If, if at any Person desires time after the fifth anniversary of the Purchase Date and prior to transfer a Public Offering (as defined below), the Purchaser receives a bona fide offer to purchase any or all of his shares of Stock (an "Offer") from a third party (an "Offeror") which the interest Purchaser wishes to accept, the Purchaser shall cause such Offer to be reduced to writing and shall notify the Company in writing of his wish to accept such Offer. The Purchaser's notice shall contain an irrevocable offer to sell such shares of Stock to the Company, (in the Partnership owned manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, such Offer, and shall be accompanied by him, or if any a true copy of such interest becomes subject to an involuntary transfer such Person Offer (which shall identify the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"Offeror thereof). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, At any time within 45 days after the date of the proposed transferreceipt by the Company of the Purchaser's notice described above, the proposed transfer Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price (in terms of a dollar amount) and on the other same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the proposed transferCompany, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Purchaser. For a period of 60 days after receipt If at the end of such notice45 day period, the Partnership Company has not tendered the purchase price for such shares in the manner set forth above, the Purchaser may purchase some or during the succeeding 30 day period sell not less than all of the offered interest shares of Stock covered by giving written notice the Offer to the TransferorOfferor at a price and on terms no less favorable to the Purchaser than those contained in the Offer. If No sale may be made to any Offeror unless such Offeror agrees in writing with the Partnership does not Company to be bound by the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after any such sale to an Offeror, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of the 30 day period following the expiration of the 45 day period during which the Company may elect to purchase the entire interestStock, it the Purchaser has not completed the sale of such shares of Stock as aforesaid, all the restrictions on sale, transfer and assignment contained in this Agreement shall notify again be in effect with respect to such shares of Stock. (b) If, at any time after the Other Partners fifth anniversary of the portion of Purchase Date and after the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculationfirst Public Offering, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interestPurchaser receives an Offer, the remaining Other Partners may purchase provisions of subsection (a) above shall continue to apply but "5 day(s)" shall be substituted for "45 day(s)" and "2 day(s)" shall be substituted for "30 day(s)" in each instance, respectively, where such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementterm occurs therein.

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify the Partnership and the other Partners in writing as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Other PartnersNotice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. . 8.2.2 For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any less than 45 days after expiration of the Other Partners declines 30 day notice period. 8.2.4 If the other Members fail or refuse to purchase his proportion notify the transferring Member of such interest, the remaining Other Partners may purchase such interest in proportion their desire to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred within the 30 day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not agreed closed within six months after the expiration of the 30 day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be purchased by sold or conveyed. 8.2.5 Notwithstanding the Other Partnersforegoing provisions of Section 8.2, should the Transferor may transfer sole remaining Member be entitled to and elect to acquire all the remaining interest to Interests of the assignee. Any transfer must completed other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of 6.4.1. Following the interest in Lock-Up Period and during the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, whoJV Term, in the case event a Shareholder (the “Transferring Shareholder”) intends to Transfer to a Third Party (the “Third Party Purchaser”) all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to the Non-Transferring Shareholder of a saleits intention to Transfer the Transfer Shares, must setting forth the number of the Transfer Shares intended to be a bona fide prospective purchaserTransferred, the date identity of the proposed transferThird Party Purchaser (including the identity of the ultimate beneficial owner(s)), the proposed transfer price (in terms of a dollar amount) per Share and the other major terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all Transfer of the offered interest Transfer Shares. 6.4.2. The Non-Transferring Shareholder will then have the right to purchase all (but not some) of the Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the TransferorTransferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Partnership does not elect to purchase Non-Transferring Shareholder exercises its right under this Section 6.4, the entire interest, it shall notify the Other Partners closing of the portion purchase of the interest it did not elect Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be mutually agreed upon by the Shareholders, subject to purchaseany approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the Other Partners shall have 45 days after expiration of such 60-[**] day period period, to purchase all, transfer all (but not less than all, some) of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion Transfer Shares so offered to the ownership interest Non-Transferring Shareholder to the Third Party Purchaser specified in the Partnership owned by such Other Partners (omittingTransfer Notice at a per Share price equal to or higher than, for purposes of such calculationand upon terms and conditions no more favorable than, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests set out in the Partnership (counting for Transfer Notice provided that such Third Party Purchaser will agree to be, and become, bound to this purpose only the interests in the Partnership of the Other Partners who wish Agreement and succeed to purchase some or all of the interest to be transferred). If all rights and obligations of the remaining interest proposed Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, any subsequent Transfer will again be transferred is subject to the provisions of this Section 6.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not agreed all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to be purchased by direct Transfers and to the Other PartnersTransfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Transferor may transfer Parties will negotiate in good faith appropriate amendments to this Agreement and the remaining interest Ancillary Agreements to the assignee. Any transfer must completed in accordance with the terms account for such additional holder of the notice given Shares or Share Equivalents and will, if appropriate, require any such Third Party to the Partnership. In additionbecome a party to this Agreement, Persons to whom any interest is transferred mustas so amended, as a condition to acquiring such transfer, enter into an agreement with the parties hereto (Shares or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical Share Equivalents. Each Party will not unreasonably withhold or delay consent to the limitations imposed by this Agreementcommercially reasonable terms.

Right of First Refusal. Except for transfers described in (a) If, other than pursuant to Section 6.43.3, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person members of a Principal Stockholder Group (the "TransferorSelling Stockholders") will shall propose to sell to an unaffiliated third party (the "Third Party Offeror") all but not less than all of the shares of Class B Common Stock beneficially owned by the Selling Stockholders at such time (the "First Refusal Shares") or to effect an Indirect Transfer of such shares (in which case the "First Refusal Shares" shall be the shares of Class B Common Stock beneficially owned by the Selling Stockholders) (such proposal being the "Third Party Offer"), the Selling Stockholders shall deliver to each other Principal Stockholder (the "First Refusal Stockholders") a notice (a "First Refusal Notice of Sale") containing a copy of the Third Party Offer, the identity of the Third Party Offeror and an offer to sell all but not less than all of the First Refusal Shares to the First Refusal Stockholders on the following terms: (i) if the Third Party Offer contemplates a purchase of the First Refusal Shares by the Third Party Offeror for consideration consisting solely of cash, then the Selling Stockholders' offer shall be to sell the First Refusal Shares for cash in an amount equal to the purchase price specified in, and otherwise on the terms and conditions contained in, the Third Party Offer, and (ii) if the Third Party Offer contemplates an acquisition of the First Refusal Shares by the Third Party Offeror for consideration any portion of which is not cash or if the Third Party Offer contemplates an Indirect Transfer, then the Selling Stockholder's offer shall be to sell the First Refusal Shares for cash in an amount equal to the cash consideration plus the fair market value of the non-cash consideration (as determined pursuant to Section 3.6) and otherwise on the terms and conditions contained in the Third Party Offer. The First Refusal Notice of Sale shall specify the price at which the First Refusal Shares are offered, as provided in the preceding sentence, as well as other material terms of the Third Party Offer. The First Refusal Stockholders shall enter into an appropriate confidentiality agreement relating to the Third Party Offer on customary terms if reasonably requested by the Selling Stockholders with respect to the Third Party Offer. (b) If a First Refusal Stockholder desires to accept all or any portion of the offer set forth in a First Refusal Notice of Sale as to any part of the First Refusal Shares, such First Refusal Stockholder (a "First Refusal Electing Stockholder") shall, within 45 days of receipt of such First Refusal Notice of Sale, notify the Selling Stockholders of its intention to acquire First Refusal Shares and the number of such shares it desires to acquire, and deliver a copy of such notice to each other First Refusal Stockholder. (c) If the First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all of the First Refusal Shares, allocated among them as follows (or in such other manner as the First Refusal Electing Stockholders may agree): (i) The First Refusal Shares shall be allocated among the First Refusal Electing Stockholders pro rata (based on the number of shares of Class B Common Stock owned by each of them) until all of the First Refusal Shares have been allocated or any First Refusal Electing Stockholder has been allocated the number of First Refusal Shares that it desires to acquire, as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d). (ii) If all First Refusal Shares are not allocated pursuant to paragraph (i) or any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) or any prior application of this paragraph (ii) shall be allocated among the First Refusal Electing Stockholders (other than any First Refusal Electing Stockholder that has been allocated the number of First Refusal Shares that it desires to acquire), as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d), pro rata (based on the number of shares of Class B Common Stock owned by each of them). If all First Refusal Shares are not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii) shall be allocated by continuing to apply this paragraph (ii) as required. (d) If the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholders shall so notify the Partnership and First Refusal Electing Stockholders. Each First Refusal Electing Stockholder shall have the right, by written notice sent to the Selling Stockholder (with a copy of such notice to each other Partners Principal Stockholder) within 10 days after its receipt of the notice from the Selling Stockholders pursuant to this Section 3.4(d) to amend its notice to increase the number of First Refusal Shares that it desires to purchase. If, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.4(d), the First Refusal Electing Stockholders desire to acquire, in writing the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all the First Refusal Shares, allocated among them in accordance with Section 3.4(c). If, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.4(d), the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholders' offer of the First Refusal Shares shall be deemed rejected as of the last day for a First Refusal Electing Stockholder to amend its notice pursuant to this Section 3.4(d) (the "Other PartnersFirst Refusal Rejection Date"). . (e) Any purchase of First Refusal Shares by the First Refusal Electing Stockholders pursuant to this Section 3.4 shall be subject to the following terms and conditions: (i) The notice Selling Stockholders shall represent and warrant that the First Refusal Electing Stockholders will receive good and valid title to the First Refusal Shares to be purchased by them, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever except as set forth the name in this Agreement and address except for governmental, regulatory and other third party consents and approvals required for transfers of shares of Common Stock generally. (ii) The closing of the proposed transfereepurchase of First Refusal Shares by the First Refusal Electing Stockholders shall be subject to the satisfaction of following conditions: (A) All applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, whoas amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated. (B) All governmental approvals and other third party consents expressly required with respect to the transactions to be consummated at such closing shall have been obtained, to the extent the failure to obtain such approvals or consents would prevent the Selling Stockholders from performing any of their material obligations under the transaction documents or would result in any materially adverse change in, or materially adverse effect on, the business, assets, results of operations, financial condition or prospects of the Company and the Persons controlled by the Company taken as a whole. (C) There shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such closing. (D) The representation and warranty of the Selling Stockholders contemplated by clause (i) of this sentence shall be true and correct at the closing of such sale with the same force and effect as if then made. (iii) The closing of any purchase of First Refusal Shares by the First Refusal Electing Stockholders pursuant to this Section 3.4 shall take place on the date and at the place and time determined by the Selling Stockholders and communicated to the First Refusal Electing Stockholders in writing, at least seven days prior to such closing, but in any event within sixty days after the acceptance by the First Refusal Electing Stockholders of the offer, subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all required governmental, regulatory and other third party consents and approvals. (f) If (i) the Selling Stockholders' offer of the First Refusal Shares is rejected as provided in Section 3.4(d) or (ii) the purchase by the First Refusal Stockholders of the First Refusal Shares is not consummated within the period set forth in Section 3.4(e)(iii) for any reason other than an action by the Selling Stockholders, then the Selling Stockholders shall have the right, at any time during the 90-day period beginning on the First Refusal Rejection Date or the day following the last day of the period set forth in Section 3.4(e)(iii) (the "First Refusal Termination Date"), as applicable, to enter into a binding agreement to sell all of the First Refusal Shares to the Third Party Offeror, or to effect the Indirect Transfer contemplated by the Third Party Offer, as applicable, in either case on terms and conditions no less favorable in the aggregate to the Selling Stockholders (and, in the case of a sale, must be a bona fide prospective purchaseran Indirect Transfer, the date of Person receiving the proposed transferconsideration) than those set forth in the Third Party Offer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or thereafter to sell all of the offered interest by giving written notice First Refusal Shares to the TransferorThird Party Offeror or effect the Indirect Transfer, as applicable, pursuant to such agreement. If the Partnership does Selling Stockholders do not elect enter into such an agreement during such 90-day period, or do not close the sale thereunder within sixty days after the execution of such agreement (subject to purchase extension for a maximum of one hundred eighty additional days to the entire interestextent required to obtain all required governmental, it regulatory and other third party consents and approvals), the procedure set forth above with respect to the First Refusal Notice of Sale shall notify be repeated with respect to the Other Partners Third Party Offer or any subsequent proposed transfer of Class B Common Stock by the portion Selling Stockholders which is subject to the provisions of this Section 3.4. (g) In connection with a sale or Indirect Transfer of shares of Class B Common Stock to a Third Party Offeror permitted by Section 3.4(f), (i) the interest it did not elect to purchase, and the Other Partners Selling Stockholders shall have 45 days after expiration of such 60-day period the right to purchase sell to the Third Party Offeror all, but not less than all, of their shares of Class B Common Stock or permit the interest that Indirect Transfer, as applicable, without converting such shares to Class A Common Stock, (ii) the Partnership did not elect Selling Stockholders shall have the right to purchase. Such purchase by the Other Partners will be in proportion transfer to the ownership interest Third Party Offeror all, but not less than all, of their rights to designate Agreed Nominees pursuant to Section 2.1(c)(i) and (iii) (A) in the Partnership owned by such Other Partners (omitting, for purposes case of such calculationa sale of the First Refusal Shares, the ownership interest owned by Third Party Offeror shall be required to assume the Transferor) unless they agree otherwise. If any obligations of the Other Partners declines Selling Stockholders under this Agreement with respect to purchase his proportion such shares and become a party to this Agreement and (B) in the case of such interestan Indirect Transfer, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership Third Party Offeror, upon taking control of the Other Partners who wish Selling Stockholders, shall be required to purchase some or all cause the Selling Stockholders to confirm in writing the continuing validity and effectiveness of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by their obligations under this Agreement. (h) In furtherance of the rights set forth in this Section 3.4, the Company agrees that, on reasonable notice following the delivery of a First Refusal Notice of Sale, at reasonable times and without interfering with the business or operations of the Company, it will assist the Selling Stockholders in obtaining all necessary consents to any disposition of the shares to be sold.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If any Shareholder (the “Selling Shareholder”) intends to sell to any Person desires (the “Transferee”), directly or indirectly, or in any other ways dispose of the Share the Transferor owns, in full or in part (the “Offered Shares”), and the Transferee has provided a binding offer, each of the other Shareholders (the “Non-Selling Shareholder”) of the Company shall have the right (the “Right of First Refusal”) to transfer purchase the Offered Shares at the same price and on the same terms, up to such Non-Selling Shareholder’s Pro Rata Portion of such Offered Shares. (b) If some of the Non-Selling Shareholders elect not to exercise their Right of First Refusal, any remaining Non-Selling Shareholder shall have the right to purchase all or any portion of the Offered Shares not purchased pursuant to the Right of First Refusal (the “Second Round of Right of First Refusal”), up to the portion of such remaining Offered Shares which equals the proportion that such Non-Selling Shareholder’s Pro Rata Portion bears to the sum of the Pro Rata Portion of the remaining Non-Selling Shareholders. (c) If there is still Offered Shares not purchased by Non-Selling Shareholder after the exercise of the Second Round of Right of First Refusal (the “Final Remaining Shares”), the Selling Shareholder shall have the right to sell the Final Remaining Shares to the Transferee, provided that the Selling Shareholder shall cause the Transferee to enter into this Agreement and to agree to be bound by all of the interest Selling Shareholder’s obligations hereunder. If the Selling Shareholder fails to enter into a definitive share transfer agreement with terms no more favorable than the terms set forth in the Partnership owned by himTransfer Notice (as defined in paragraph (d) below) within sixty (60) Business Days after the exercise of the Second Round of Right of First Refusal, or if any such interest becomes subject the Selling Shareholder shall send the Transfer Notice to an involuntary transfer such Person all the Non-Selling Shareholder again for the Final Remaining Shares. (d) The Selling Shareholder shall send a written notice (the "Transferor"“Transfer Notice”) will so notify to the Partnership and Non-Selling Shareholder, stating: (i) its bona fide intention to transfer the other Partners in writing Offered Shares; (ii) the "Other Partners"). The notice will set forth the name and address number of the proposed transfereeOffered Shares; (iii) the price, who, in the case of a sale, must be a bona fide prospective purchaser, the date term and condition of the proposed transfer, ; and (iv) the proposed transfer price (in terms of a dollar amount) and the other terms and conditions basic information of the proposed transferTransferee. For By a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice notification to the Transferor. If Selling Shareholder within twenty (20) Business Days after receiving the Partnership does not Transfer Notice, each Non-Selling Shareholder may elect to purchase the entire interestOffered Shares. If a Non-Selling Shareholder fails to so notify the Selling Shareholder, it shall notify the Other Partners will be deemed to have given up its Right of First Refusal of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementOffered Shares.

Right of First Refusal. (a) Except for transfers described in Section 6.4accordance with the provisions of this Agreement, if the Vendor will not Dispose or permit a Disposition of any Person desires to transfer securities of any Asset Owner or all any of the interest ROFR Assets, and each Asset Owner will not issue any new securities, except for issuances of new securities to: (a) the Vendor; (b) another Asset Owner; or (c) an independent third party dealing at arm’s length with the Vendor, provided that (i) such issuance does not result in Vendor holding less than 51% of the Partnership owned by himthen outstanding voting securities of such Asset Owner or the third party acquiring the possession, directly or indirectly, of the power to direct, or if any such interest becomes subject to an involuntary transfer such Person (cause the "Transferor") will so notify direction of, the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address management or policies of the proposed transfereeAsset Owner, whowhether through the ability to exercise voting powers, in by contract, or otherwise, and (ii) the case issuing Asset Owner causes such third party to become bound by the provisions of this Agreement as if it were Vendor. (b) In the event that the Vendor and/or Asset Owner receives a sale, must be a bona fide prospective purchaser, First Refusal Offer on or before the date that is twelve (12) months from the date of the proposed transferthis Agreement, the proposed transfer price Vendor will deliver an original executed copy of same to the Purchaser and the Purchaser shall have fifteen (15) days to advise the Vendor in writing whether it elects to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, on the terms and conditions no less favourable than those set out in the First Refusal Offer. (c) If (i) the Purchaser notifies the Vendor that it does not elect to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, pursuant to its First Right, or (ii) does not advise the Vendor in writing within the time required by Section 2(b) that it elects to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, pursuant to the First Right, the Vendor may then proceed with the Disposition as contemplated by the First Refusal Offer, but only within a dollar amountsixty (60) day period following the later of (i) and (ii) above, or such longer period as may be customary to close a transaction of the other nature described in the First Refusal Offer and upon and subject to the terms and conditions contained therein or otherwise no less favourable to the Vendor (or the relevant Asset Owner). For greater certainty, the parties acknowledge and agree that: (1) any Disposition to a third party contemplated by the First Refusal Offer must be completed on the terms and conditions of the proposed transfer. For a period First Refusal Offer and no less favourable to the Vendor (or the relevant Asset Owner); and (2) if the terms and conditions of 60 days after receipt the First Refusal Offer are at any time changed, altered or amended in any way that are less favourable to the Vendor (or the relevant Asset Owner) following the Purchaser’s election not to acquire the securities of such noticethe relevant Asset Owner or relevant ROFR Assets, as applicable, or Purchaser’s failure to advise the Vendor in writing within the time required by Section 2(b), the Partnership may purchase some or Vendor and each Asset Owner shall not permit a Disposition to occur unless it has first complied on all such occasions with the requirements of the offered interest by giving written notice to the Transferor. this Agreement as if a new First Refusal Offer was made. (d) If the Partnership Purchaser does not elect to purchase acquire the entire interest, it shall notify the Other Partners securities of the portion of relevant Asset Owner or relevant ROFR Assets, as applicable, on the interest it did terms contained in the First Refusal Offer or does not elect to purchaseadvise the Vendor in writing within the time required by Section 2(b), and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase transaction contemplated by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is First Refusal Offer does not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed close in accordance with the terms and conditions thereof or on terms no less favourable to the Vendor (or the relevant Asset Owner), or if the terms of the notice given First Refusal Offer do not contemplate a Disposition of all the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, then the Purchaser’s First Right with respect to securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, shall survive and continue to apply to any new First Refusal Offer in accordance with the terms hereof. (e) If the Purchaser advises the Vendor that it elects to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, on the same terms and conditions as the First Refusal Offer, then the Vendor (and/or applicable Asset Owner) will be bound to sell the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, to the Partnership. In additionPurchaser and the Purchaser will be bound to purchase such securities or assets in accordance with the terms and conditions of the First Refusal Offer and, Persons to whom any interest is transferred mustthe extent that the First Refusal Offer does not deal with the logistics of closing, in accordance with reasonable commercial closing practice for transactions of this nature in the Province of Ontario; provided that the closing shall not be required to be completed until at least sixty (60) days following the date on which the Purchaser has given notice to the Vendor of its intention to acquire the securities or assets, as applicable. (f) Notwithstanding anything to the contrary expressed or implied in this Agreement, the Vendor agrees that if the First Refusal Offer contains any conditions which are required to be met or satisfied by or on behalf or in favour of the party acquiring the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, pursuant to the First Refusal Offer (collectively, the Offeror’s Conditions), the Vendor shall also provide the Purchaser at the time of delivery of the First Refusal Offer to it, evidence that the Offeror’s Conditions have been met and satisfied. The Vendor agrees that the Purchaser shall not be required to make its election to acquire securities or assets, as applicable, on the terms and conditions set out therein and the provisions of Section 2(b) of this Agreement shall not apply until the Offeror’s Conditions have been met and evidence thereof provided to the Purchaser at the time and in the manner required pursuant to this Section 2(f). (g) If consideration offered to the Vendor or Asset Owner pursuant to a condition First Refusal Offer is comprised in part of non-cash consideration, the Purchaser shall have the right to satisfy such transfer, enter into an agreement with consideration in cash having equivalent value and the First Refusal Offer will be deemed not to include terms and conditions which cannot be satisfied in a commercially reasonable manner by any person other than the proposed third party purchaser. (h) If reasonable commercial closing practice for transactions of this nature in the Province of Ontario cannot be agreed to by the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical their respective counsel, such dispute shall be conclusively resolved by a sole independent arbitrator experienced in commercial transactions appointed by counsel to the limitations imposed by this Agreementparties, acting reasonably, to establish the closing procedures.

Right of First Refusal. Except for transfers described in Section 6.4, if At any Person desires time both prior to transfer any or all and after the exercise of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase Option by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Purchaser in accordance with the terms of this Agreement each of the notice given Vendor and the Purchaser (hereinafter each called the "Disposing Party") hereby grants to the Partnership. In addition, Persons other Party a right of first refusal to whom acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the "Holding"). If a Disposing Party receives a bona fide offer to purchase from, or where a sale is transferred mustsolicited by the Disposing Party, as then upon settling the proposed terms thereof with a condition third party for the purchase or sale of the Holding, the Disposing Party shall forthwith offer to such transfer, enter into an agreement with sell the parties hereto Holding to the other Party. The offer to sell to the non-Disposing Party (or all parties except Parties as the transferorcase may be) setting forth restrictions shall be on transfer the same terms and other provisions for repurchase identical conditions and of equivalent dollar value as those contained in the offer to the limitations imposed third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by this Agreementarbitration under the provisions of Article "14" hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the offer to sell, to acquire the Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the Holding, but only on the same terms and conditions as set forth in that offer. Any transfer of all or any part of a Disposing Party's interest herein or to any of the mineral property interests comprising the Property shall be accompanied by the written agreement of any such transferee to assume the obligations of such Disposing Party hereunder and to be bound by the terms and conditions hereof.

Right of First Refusal. Except (a) Without prejudice to the provisions of Section 5.1, each of the Shareholders hereby grants to the other Shareholder a right of first refusal in connection with any Transfer of Shares (the “Right of First Refusal”), which shall be exercised in accordance with this Section 5.2. (b) In the event that any Shareholder (the “Selling Shareholder”) has received from or otherwise negotiates with a Third Party (the “Offeror”) an offer to purchase for transfers described in Section 6.4cash, if securities or any Person other consideration all (but not less than all) of its Shares (the “Offered Shares”), and the Selling Shareholder desires to transfer any or all consummate such Transfer of such Offered Shares to the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Offeror (the "Transferor"“Proposed Transfer”), the Selling Shareholder shall address a written notice for this purpose (the “Offer Notice”) will so notify the Partnership and to the other Partners in writing Shareholder (such Shareholder, the "Other Partners"“Non-Selling Shareholder”). The notice will Offer Notice shall set forth, in reasonable detail: (i) the name and address of the Offeror, provided that if the Offeror is not a natural Person, the Offer Notice shall also set forth the name and address of the Persons that control the Offeror; (ii) the proposed transfereeamount and the form of the consideration offered by the Offeror; (iii) if any part of such consideration is in a form other than cash, whothe Selling Shareholder’s good faith estimate of the Fair Market Value of such non-cash consideration (the aggregate value in cash of all cash and non-cash consideration set forth in clauses (ii) and (iii), the “Cash Equivalent Consideration”); and (iv) the material terms (including any vendor loan or similar arrangement) and conditions of the Proposed Transfer (including copies of the definitive agreements relating to such Proposed Transfer). (c) If the Cash Equivalent Consideration is below the Non-Selling Shareholder Bid Price under the provisions of Section 5.1(a) hereabove, the Non-Selling Shareholder shall have the right to purchase the Offered Shares at an aggregate price equal to the Cash Equivalent Consideration and on the other terms and conditions set forth in the Offer Notice. (d) The Non-Selling Shareholder shall deliver a written notice of acceptance to that effect (the “RFR Exercise Notice”) to the Selling Shareholder (with a copy to CMCP) at any time within thirty (30) days after the delivery of the Offer Notice (the “Exercise Period”). (e) On the date (the “RFR Closing Date”) that is the later of (i) five (5) Business Days after the expiration of the Exercise Period and (ii) ten (10) Business Days after the final determination of the Cash Equivalent Consideration in the case of a sale, must be a bona fide prospective purchaserdispute of the Fair Market Value of the share other than in cash for the Proposed consideration, the date of Non-Selling Shareholder shall purchase, and shall pay to the proposed transfer, Selling Shareholder the proposed transfer purchase price (in terms the form and amount set forth in Section 5.2(f)) for all the Offered Shares, against delivery of a dollar amountduly completed and executed transfer forms (bordereaux de transfert) and other appropriate documentation; provided that, if the other terms and conditions Transfer of such Offered Shares is subject to the receipt of any regulatory approval, the RFR Closing Date shall be automatically extended until the date that is two (2) Business Days after the receipt of all such regulatory approval. (f) The purchase price to be paid on the RFR Closing Date shall be in an aggregate amount equal to the Fair Market Value of the proposed transfer. For a period of 60 days after receipt of such noticeCash Equivalent Consideration and shall be paid in cash in immediately available funds, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given sole representations and warranties referred to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferorin Section 5.1(b) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementhereabove.

Right of First Refusal. Except (a) In the event that any Member has a binding, written offer from an unrelated Person for transfers described in Section 6.4, if any Person the Transfer of its Interest other than pursuant to a Permitted Transfer and desires to transfer any or all of the interest in the Partnership owned by himaccept such offer to purchase (a "PROPOSED TRANSFER"), or if any such interest becomes subject to an involuntary transfer such Person Member (the "TransferorSELLING MEMBER") will so notify shall deliver to the Partnership Company and the other Partners in writing remaining Members (the "Other PartnersNON-SELLING MEMBERS") written notice of the material terms of such offer, including the proposed purchaser thereof, the amount, nature and payment schedule of the consideration to be received, the conditions, if any, associated therewith and any other material terms of such offer (an "OFFER NOTICE"). The notice will set forth Offer Notice shall constitute an irrevocable offer by the name Selling Member to sell all (but not less than all) of its Interest subject to the Proposed Transfer (i) first, to the Non-Selling Members and address of (ii) second, if and only if at that time there are more than two (2) Members, to the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other Company on terms and conditions of the proposed transfer. For Proposed Transfer, except that a period of 60 days after receipt of such notice, purchaser under this Section 12.8 shall have the Partnership may purchase some or all of the offered interest by giving written notice right to pay cash in an amount equal to the Transferor. If Fair Market Value of any Non-Cash Consideration (the Partnership does not "RIGHT OF FIRST REFUSAL"). (b) During the First Offer Period, each Non-Selling Member may elect to purchase all or any portion of such Non-Selling Member's Offer Percentage (as hereinafter defined) of the entire interestInterest subject to the Proposed Transfer by delivering written notice of such election stating the percentage of the Interest to be purchased (an "ELECTION NOTICE") to the Company and the Selling Member prior to the expiration of the First Offer Period. As used herein, it a Member's Offer Percentage shall notify be a fraction, the Other Partners numerator of which is equal to the Percentage Interest of the Company held by such Member on the date of the Offer Notice and the denominator of which is the Percentage Interests held on such date by all Non-Selling Members (the "OFFER PERCENTAGE"); provided that a Member shall have the right in an Election Notice to agree to purchase all or any portion of the Interest that could be purchased by other Members; and, if one or more Members do not deliver an Election Notice or elect to purchase less than their respective Offer Percentages, then the portion of the interest it did Interest that could have been purchased by such Members shall be purchased by Members that, in an Election Notice, agreed to purchase such portion of the Interest, and each such Member shall purchase the portion of the Interest indicated in an Election Notice, unless the sum of the portions of the Interest exceeds the Interest so available for purchase, in which case the portions of the Interest shall be purchased pro rata on the basis of the proportionate amount of the Offer Percentage of such Members that deliver an Election Notice. The failure by any Non-Selling Member to deliver an Election Notice during the First Offer Period shall be deemed to be an election by such Member not to purchase any of the Interest subject to the Proposed Transfer. (c) elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, all (but not less than all, ) of the interest Interest that the Partnership Non- Selling Members did not elect to purchasepurchase during the First Offer Period by delivering an Election Notice to the Selling Member prior to the expiration of the Second Offer Period. Such purchase The failure by the Other Partners will Company to deliver an Election Notice during any Second Offer Period shall be in proportion deemed to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned be an election by the Transferor) unless they agree otherwise. If Company not to purchase any of the Other Partners declines Interest subject to the Proposed Transfer. (d) If the Non-Selling Members and, if applicable, the Company (either individually or collectively) do not elect to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest Interest subject to be transferred). If the Proposed Transfer, the Selling Member may, Transfer to the purchaser named in the Offer Notice (the "THIRD PARTY PURCHASER") all (but not less than all) of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest Interest subject to the assignee. Any transfer must completed Proposed Transfer in accordance with the terms and conditions set forth in the Offer Notice; provided, however, that if the Selling Member has not consummated the Transfer of such Interest within the 45 Business Day period following any Second Offer Period, all of the notice given restrictions on Transfer contained in this Agreement shall again be in effect with respect to such Interest. (e) If the consideration for the sale of Interest pursuant to this Right of First Refusal is cash consideration, the purchase price to be paid by each of the Non-Selling Members and the Company, as applicable, shall be equal to the Partnership. In addition, Persons to whom any interest is transferred musttotal consideration set forth in the Offer Notice multiplied by the percentage of such Interest being purchased by such Non-Selling Member or the Company, as applicable. If the consideration for the Proposed Transfer consists of consideration that is other than cash consideration payable in immediately available funds at the closing thereunder ("NON-CASH CONSIDERATION") or consists of a condition combination of cash consideration and Non-Cash Consideration, the purchase price shall be cash in an amount equal to the total of the cash consideration, if any, and the Fair Market Value of the Non-Cash Consideration as determined in accordance with Section 12.9 hereof. (f) The purchase and sale of Interest pursuant to this Right of First Refusal shall be consummated at a closing that shall occur at the principal business office of the Company within 20 Business Days following the expiration of the relevant Offer Period, or at such other place or time as may be mutually acceptable to the parties. At such closing, the Selling Member shall deliver a certificate or other instrument representing the Interest being purchased, free and clear of all liens, claims, encumbrances (other than as a result of this Agreement) and defects in title and duly endorsed for Transfer to the appropriate purchaser and, in exchange therefor, the purchaser of such Interest shall pay the purchase price, as provided in Section 12.8(e) hereof, at such closing by bank wire transfer of immediately available funds to a bank account designated in writing by the Selling Member at least three Business Days prior to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementclosing.

Right of First Refusal. Except Subject to the other provisions of this Agreement including without limitation this Article VIII, in the event that a holder of Units (the “Seller”) receives a bona-fide offer for transfers described in Section 6.4, if any Person desires to transfer the sale of any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person holder’s Units (the "Transferor"“Offered Securities”), the Seller shall first offer to sell the Offered Securities to the Other Member or its designee(s) will so notify pursuant to a written notice (the Partnership “ROFR Notice”) provided to the Other Member, which notice shall include: (i) a description of the transaction being proposed, (ii) the identity of the offeror (“Third Party Buyer”), (iii) the purchase price proposed and the other Partners in writing manner of payment thereof and (the "Other Partners"). The notice will set iv) a term sheet setting forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other material terms and conditions of the offer and a copy of the proposed transferagreement, if any. For a period Within ten (10) days of 60 days after receipt of such noticereceiving the ROFR Notice, the Partnership may purchase some Other Member must either accept or all of decline the offered interest by giving written notice to offer and if the TransferorOther Member neither accepts nor declines the offer within such ten (10) day period, the offer will be considered declined. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase offer is declined by the Other Partners will be in proportion Member, (i) the Seller shall next offer to sell the Offered Securities to the ownership interest Company, pursuant to a ROFR Notice and otherwise on the terms specified in the Partnership owned by foregoing sentence, and (ii) if the Company declines such Other Partners (omitting, for purposes of such calculationoffer, the ownership interest owned by Seller will have the Transferor) unless they agree otherwiseright to sell the Offered Securities to the person specified in the offer at a price and on terms and conditions no less favorable to the Seller than the price and terms and conditions set out in the ROFR Notice. If any of the Other Partners declines sale to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred Third Party Buyer is not agreed to be purchased by completed within ninety (90) days after the Other PartnersCompany declines the offer, this Section 8.08 shall again become applicable as if the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementoffer had not been made.

Right of First Refusal. Except for transfers described in Section 6.4, if If at any Person time a Member (the "Selling Member") desires to transfer any Transfer all (but not less than all) of the Distribution rights associated with its Interest (the "Subject Interest") to a third party pursuant to a bona fide offer to purchase for cash, or cash and notes, the following shall apply: (a) The Selling Member shall give to each other Member(s) (collectively the "Other Members") a written offer describing the Subject Interest, the name of the proposed purchaser, the price and payment terms and other terms and conditions offered by the proposed purchaser (the "Offer"). (b) The Other Members shall have 30 days from the receipt of the Offer to accept the terms and conditions set forth in the Offer, as buyer, by giving written notice thereof to the Selling Member. Subject to subsection (c) below, each Other Member shall have the right to purchase a portion of the Subject Interest equal to (i) a fraction the numerator which is the Percentage Interest of the Other Member and the denominator of which is the sum of the Percentage Interests of all of the Other Members who desire to purchase part of the Subject Interest or (ii) such other portion as shall be agreed upon by all such Other Members who desire to so purchase. (c) If some or all of the interest in Other Members agree to purchase all (but not less than all) of the Partnership owned by himSubject Interest, or if any such interest becomes subject to an involuntary transfer such Person (then the "Transferor") will so notify the Partnership Selling Member and the other Partners in writing (Other Members who are purchasing shall close the "Other Partners"). The notice will set forth purchase upon the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of Offer within 60 days after receipt the Offer is made (or if later the closing date set forth in the Offer). If the purchase price set forth in the Offer includes any secured notes, a pledge of such notice, the Partnership may Subject Interest as collateral by the purchasing Other Members shall be deemed equivalent to the collateral described in the Offer. (d) If the Other Members fail to agree to purchase some or all of the offered interest by giving written notice to Subject Interest within the Transferor. If time period set out above, the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners Selling Member shall have 45 days after expiration the right (subject to compliance with the provisions of such 60-day period Section 9.2 (excluding subsection (b) thereof) and if the purchaser is to purchase allbecome a Substitute Member, but not less than all, subject to Section 9.3 (excluding subsection (e) thereof)) to consummate the sale or conveyance of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest Subject Interest so long as (i) the purchaser is the proposed purchaser named in the Offer, (ii) the price, payment and other terms are at least as favorable to be transferred). If all the Selling Member as those set forth in the Offer, (iii) the closing occurs on or before the date set forth in the Offer (but no more than 120 days after the date of the remaining interest proposed Offer). (e) Any purchaser of a Subject Interest under subsection (d) above desiring to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms make a further sale or conveyance of any part of the notice given Subject Interest shall be subject to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementSection.

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify the Partnership and the other Partners in writing as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Other PartnersNotice") to the other Members, the price of which is to be the face value of the Member’s initial investment less a 10% discount (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. . 8.2.2 For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any less than 15 days after expiration of the Other Partners declines 30-day notice period. 8.2.4 If the other Members fail or refuse to purchase his proportion notify the transferring Member of such interest, the remaining Other Partners may purchase such interest in proportion their desire to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred is within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms. 8.2.4.1 Any transfer of Economic Rights pursuant to Section 8.2.4 will not agreed include any right to be purchased by participate in management of the Other PartnersCompany, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the Transferor may transfer transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining interest Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the assignee. Any transfer must completed Interests of the other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all From the date of this Agreement until the later of: (i) one year from the Closing; and (ii) the closing date of the interest Corporation’s next treasury offering of securities, whether by way of private placement or public offering, the Lead Agent shall be provided with the exclusive right and opportunity to act as lead manager and sole bookrunner for any offering of securities of the Corporation to be issued and sold in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer. If the Partnership owned by him, or if Corporation is intending to proceed with any such interest becomes subject issuance or has received a proposal for any such issuance, the Corporation shall provide to an involuntary transfer such Person the Lead Agent notice (the "Transferor"a “Financing Notice”) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in terms thereof (including the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amountcommission payable to that agent) and the other Lead Agent shall have ten (10) Business Days following receipt of the Financing Notice to respond to the Corporation notifying it that the Lead Agent is desirous of acting as agent, or participating as the case may be, in such offering on behalf of the Corporation on the terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferorcontained therein. If the Partnership Lead Agent declines in writing or fails to respond to the Financing Notice within 10 (ten) Business Days following the receipt thereof, the Corporation may proceed with such offering through another agent or underwriter, provided the arrangement with such agent or underwriter is entered into within thirty (30) days thereafter (it being acknowledged and agreed by the Lead Agent that if the Corporation issues any securities to which the foregoing would apply, but does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculationretain or utilize a registered dealer as agent therefore, the ownership interest owned by the Transferor) foregoing shall not apply to such issuance, unless they agree otherwise. If any of the Other Partners declines subscribers to purchase his proportion the issuance of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership securities is a subscriber or beneficial purchaser of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest securities pursuant to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementOffering).

Right of First Refusal. Except for transfers described in Section 6.4, if (a) In the event that any Member (the “Selling Member”) receives from any prospective Transferee other than any Member and other than any Person desires to transfer any or all that qualifies as an Affiliate Transferee of the interest in Selling Member (such prospective Transferee, the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor"“Offeror”) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, written offer (the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount“Offer”) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some to directly or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to indirectly purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest Membership Interest owned by the TransferorSelling Member (such Membership Interest, the “Offered Interest”) unless they agree otherwise. If in any transaction or series of related transactions on terms that the Selling Member is willing to accept, the Selling Member shall, as promptly as practicable but in no event later than five Business Days after the Selling Member’s receipt of the Other Partners declines Offer, provide written notice thereof (the “Offer Notice”) to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in Company and the Partnership Member that is not the Selling Member (counting for this purpose only the interests in “Non-Selling Member”). The Offer Notice shall set forth (i) the Partnership of aggregate Percentage Interest represented by the Other Partners who wish to purchase some or Offered Interest (which shall be all of the interest to be transferredPercentage Interest owned by the Selling Member). If all , (ii) the identity of the remaining interest Offeror, (iii) the type and amount of consideration proposed to be transferred is not agreed to be purchased by paid for the Other PartnersOffered Interest (including a description of any proposed non-cash consideration), the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with (iv) the terms of the notice given Offeror’s financing, if any, and (v) any other material terms or conditions of the Offer (collectively, the “Offer Terms”) and shall include copies of all documentation relating to the PartnershipOffer, including all offer letters, term sheets and written draft Contracts proposed to be entered into in connection therewith; provided that, in the event that the Offer is part of a broader transaction involving the Selling Member or an Affiliate thereof, the determination of the portion of the consideration for such transaction constituting the proposed purchase price for the Offered Interest for the purposes of a Matching Offer shall be made by an Appraiser selected by the Selling Member and reasonably acceptable to the Non-Selling Member. (b) The Non-Selling Member may, within 45 days after the date of the Offer Notice (5:00 p.m. (New York City time) on such 45th day, the “ROFR Deadline”), irrevocably offer to purchase all, but not less than all, the Offered Interest pursuant to and in accordance with Section 10.05(c) by providing written notice of such offer to purchase the Offered Interest (a “ROFR Election Notice”) to the Company and the Selling Member prior to the ROFR Deadline. Any such ROFR Election Notice shall contain a bona fide, binding, fully financed offer on behalf of the Non-Selling Member on the Offer Terms, it being agreed that if any of the Offer Terms include non-cash consideration, the Non-Selling Member may substitute cash of equivalent value (any such offer made pursuant to and in accordance with this Section 10.05(b), a “Matching Offer”). (c) If a valid and timely Matching Offer is made, the Selling Member shall be entitled, in its sole discretion, either to continue to hold the Offered Interest or to Transfer all, but not less than all, the Offered Interest to the Non-Selling Member on the terms and conditions of the Matching Offer. Within ten Business Days after receipt of such Matching Offer, the Selling Member shall notify the Non-Selling Member and the Company of whether the Selling Member elects to accept the Matching Offer (a “ROFR Acceptance”) or decline the Matching Offer and continue to hold the Offered Interest. If no such notice is delivered prior to the expiration of such ten-Business Day period, the Selling Member shall be deemed to have declined the Matching Offer. If the Selling Member delivers a ROFR Acceptance, the closing of the Transfer of the Offered Interest contemplated by the Matching Offer pursuant to this Section 10.05 (the “ROFR Closing”) shall occur not later than the later of (i) 30 days after the delivery of the ROFR Acceptance and (ii) five Business Days after the date on which all of the following conditions are satisfied or (to the extent permitted by applicable Law) waived by the applicable Member, or, subject to such satisfaction or waiver, on such other date as the Selling Member and the Non-Selling Member may mutually agree upon: (i) there shall not be in effect any Law or Order that enjoins, restrains, prohibits or makes illegal the ROFR Closing; and (ii) there shall have been obtained all material consents and approvals from Governmental Authorities that are required for each of the Selling Member and the Non-Selling Member, as applicable, to effect the ROFR Closing. (d) At the ROFR Closing, (i) the Non-Selling Member shall deliver to the Selling Member the aggregate purchase price for the Offered Interest set forth in the Matching Offer and (ii) the Selling Member shall deliver to the Non-Selling Member good and marketable title to the Offered Interest, free and clear of all Encumbrances, pursuant to and in accordance with definitive agreements customary for such transactions and reasonably acceptable to the Selling Member and the Non-Selling Member; provided, however, that the representations and warranties to be made by the Selling Member shall be limited to the following customary representations and warranties related to authority, ownership and the ability to convey title to the Offered Interest (and the Selling Member shall agree to indemnify the Non-Selling Member for breach of such representations and warranties): (w) the Selling Member holds all right, title and interest in and to the Offered Interest that the Selling Member purports to hold, free and clear of all Encumbrances, (x) the obligations of the Selling Member in connection with the transaction have been duly authorized, (y) the documents to be entered into by the Selling Member have been duly executed by the Selling Member and delivered to the Non-Selling Member and are enforceable against the Selling Member in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered into in connection with such transaction, nor the performance of the Selling Member’s obligations thereunder, will cause a breach or violation of the terms of any material Contract to which the Selling Member is a party or Law or Order applicable to the Selling Member (collectively, the “Required Representations”). (e) If a Matching Offer for all of the Offered Interest is not set forth in a ROFR Election Notice prior to the ROFR Deadline, the Selling Member shall be entitled, in its sole discretion, either to continue to hold the Offered Interest or to Transfer all, but not less than all, the Offered Interest to the Offeror at a price no less than the price pursuant to, and on other terms no more favorable to the Offeror than those of, the Offer Terms within 60 days following the ROFR Deadline (which period shall be extended by any period of time required to comply with applicable Law or the requirements of any Governmental Authority). In additionthe event that the Selling Member shall not have consummated such Transfer within such period, Persons any subsequent Transfer of the Offered Interest shall be subject to whom any interest is transferred mustthis Section 10.05. (f) The Company and each Member shall reasonably cooperate in connection with, and shall, as a condition to such transferreasonably requested, enter into an agreement with the parties hereto take (or cause to be taken) all parties except actions and execute (or cause to be executed) all instruments, in each case reasonably necessary or appropriate to effect, the transferor) setting forth restrictions on transfer and other provisions for repurchase identical Transfer of the Offered Interest to the limitations imposed by Non-Selling Member or the Offeror, as applicable, pursuant to and in accordance with this AgreementSection 10.05; provided, however, that neither the Company nor any Member shall be obligated to offer any consideration (except as expressly provided in this Section 10.05), agree to any restriction or modify the rights and obligations of such Person under this Agreement in connection therewith. (g) The obligations of the Selling Member and the rights of the Non-Selling Member set forth in this Section 10.05 shall apply to each Offer made with respect to any Offered Interest, including any amendment to a prior Offer for which an Offer Notice has previously been delivered.

Right of First Refusal. Except for transfers described in Section 6.4Transfer of Shares by non-Lion party 4.4.1 In the event that an Ordinary Shareholder other than a Lion Party (the “Offeror”) proposes to make a Transfer pursuant to Clause 4.2.3 of any of its Shares (an “Offer”), if any Person desires it shall, prior to transfer any or all of the interest in the Partnership owned by him, or if effecting any such interest becomes subject Transfer, provide prior written notice (an “Offer Notice”) to an involuntary transfer such Person the Company and to the Lion Parties (the "Transferor") will so notify the Partnership and the other Partners in writing (Lion Parties shall be the "Other Partners"“Offerees”). The notice will Offer Notice shall set forth out: (a) the name and address number of Shares subject to the Offer (the “Offered Securities”); (b) the price per Share at which such Transfer is proposed transferee, who, in to be made (the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price “Offer Price”); and (in terms of a dollar amountc) and the all other material terms and conditions of the proposed transfer. For a period of 60 days after receipt of such noticeOffer, (collectively, the Partnership “Offer Terms”). The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if it is revoked, the Offeror may purchase some or all of not give a further Offer Notice within six months after the offered interest by giving written notice to date on which the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchaseOffer Notice is revoked, and the Other Partners remaining provisions of this Clause 4.4 shall have 45 days after expiration of such 60-day period cease to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be apply in proportion relation to the ownership interest in revoked Offer Notice, and such Offered Securities shall become subject once again to the Partnership owned by such Other Partners (omitting, for purposes provisions and restrictions of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish Agreement. 4.4.2 The Offerees shall be entitled to purchase some or all of the interest Offered Securities, provided that the allocation of the Offered Securities among the Offerees shall be on a pro rata basis or on such other basis as the Offerees may determine, and the Offerees shall notify the Offeror of the allocation among the Offerees. 4.4.3 The receipt of an Offer Notice by the Offerees shall constitute an offer by the Offeror to be transferredsell to the Offerees, for cash, the Offered Securities on the Offer Terms (“Pre-emption Offer”). If For a period of thirty days after receipt of the Offer Notice, the Offerees shall have the right, but not the obligation, to accept the Pre-emption Offer in relation to the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror. 4.4.4 Failure by the Offerees to deliver an Acceptance Notice before the expiration of the thirty-day period shall be deemed a rejection of the Pre-emption Offer by the Offerees. The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, the Offered Securities on the Offer Terms. 4.4.5 In respect of each Offer Notice which is accepted as to some or all of the remaining Offered Securities within the thirty day period prescribed by Clause 4.4.3, the Offerees shall purchase and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be completed shall be extended until the expiration of five Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice. 4.4.6 The Offeror shall have the right for a period of ninety days following the date of an Offer Notice to sell any Offered Securities to which such Offer Notice relates and in respect of which an Acceptance Notice has not been delivered pursuant to the provisions of this Clause to any third party (a “Third Party Purchaser”) at a price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to the third party than the Offer Terms, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be consummated shall be extended until the expiration of fifteen Business Days after all such approvals shall have been received but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the sixty days following the date of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this Clause 4.4.6 prior to the expiration of the time period prescribed by this Clause 4.4.5, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement. Transfer of shares by a Lion Party or the Company 4.4.7 The Lion Parties and the Company hereby agree with the Bison Parties: (a) that, prior to the commencement of any formal sale process (including a formal auction process or other analogous situation involving the appointment of a third party financial adviser) (a “Formal Sale Process”) in relation to the sale of (i) all or substantially all of the shares of LuxCo1 held by the Company; (ii) all or substantially all of the assets of the Group; or (iii) the interest held by the Lion Parties in the Company (together with (i) and (ii), the “First Look Assets”), the Lion Parties or the Company, as the case may be, will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets; or (b) that, in the event of a possible sale of any of the First Look Assets outside of a Formal Sale Process, prior to (i) granting access to information which constitutes the undertaking of a material due diligence process by a third party or (ii) signing either (a) exclusivity with a third party or (b) a sale and purchase agreement with a third party, the Lion Parties or the Company will engage with the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets. 4.4.8 If, following the expiry of the 90 day period under Clause 4.4.7(a) or (b) above the Lion Parties or the Company and the Bison Parties fail to agree upon the price or terms of a Sale of the First Look Assets, the Lion Parties or the Company shall, subject to Clauses 4.5, 4.6, and the obligation to maintain Control contained in Clause 8.21, be permitted to dispose of the First Look Assets to such Person and on such terms as the Lion Parties, in their absolute discretion, may determine. Seller Party Offer 4.4.9 If the Seller Party makes an Offer (as defined under Clause 5.4.1 of the LuxCo1 Shareholders’ Agreement) (a “LuxCo Offer”) and the Company receives an Offer Notice (as defined in the LuxCo Shareholders’ Agreement), the Company shall, prior to accepting or rejecting the LuxCo Offer, provide prior written notice (a “LuxCo Offer Notice”) to the Ordinary Shareholders. The LuxCo Offer Notice shall set out: (a) the number of LuxCo shares subject to the LuxCo Offer (the “LuxCo Offered Securities”); (b) the price per share at which such sale is proposed to be transferred made; and (c) all other material terms and conditions of the LuxCo Offer, (collectively, the “LuxCo Offer Terms”). 4.4.10 Each Ordinary Shareholder (the “Accepting Shareholder”) may direct the Company to accept the LuxCo Offer (on the LuxCo Offer Terms) and purchase all the LuxCo Offered Securities (the “LuxCo Share Acquisition”). To fund the LuxCo Share Acquisition, the Accepting Shareholder(s) will subscribe for such new Ordinary Shares in the Company, in the same class as is not agreed held by that Accepting Shareholder, as are equal in value to the LuxCo Share Acquisition and, in the case of there being more than one Accepting Shareholder, each Accepting Shareholder shall subscribe for such Ordinary Shares as are in proportion to the number of, and of the same class as, Ordinary Shares held by them, but so that no Accepting Shareholder shall be purchased issued a number of New Shares greater than the number for which he applied. 4.4.11 Upon receipt of a LuxCo Offer Notice, each of the Shareholders will promptly, but in any event within thirty (30) Business Days, inform the Company in writing if they wish the Company to acquire the LuxCo Offered Securities on the LuxCo Offer Terms. If any Shareholder so informs the Company that it wishes the Company to accept the LuxCo Offer, the Company undertakes it will promptly exercise its rights of first refusal under Clause 5.4 the LuxCo1 Shareholders’ Agreement to acquire the LuxCo Offered Securities. 4.4.12 Any issues of New Shares by the Other Partners, the Transferor may transfer the remaining interest Company pursuant to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom Clause 4.4.10 above shall be free from any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementPre-emption Rights.

Right of First Refusal. Except for transfers described in Section 6.4, if At any Person desires time both prior to transfer any or all and after the exercise of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase Option by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Purchaser in accordance with the terms of this Agreement each of the notice given Vendors and the Purchaser (hereinafter each called the "Disposing Party") hereby grants to the Partnership. In addition, Persons other Party a right of first refusal to whom acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the "Holding"). If a Disposing Party receives a bona fide offer to purchase from, or where a sale is transferred mustsolicited by the Disposing Party, as then upon settling the proposed terms thereof with a condition third party for the purchase or sale of the Holding, the Disposing Party shall forthwith offer to such transfer, enter into an agreement with sell the parties hereto Holding to the other Party. The offer to sell to the non-Disposing Party (or all parties except Parties as the transferorcase may be) setting forth restrictions shall be on transfer the same terms and other provisions for repurchase identical conditions and of equivalent dollar value as those contained in the offer to the limitations imposed third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by this Agreementarbitration under the provisions of Article "14" hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the offer to sell, to acquire the Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the Holding, but only on the same terms and conditions as set forth in that offer. Any transfer of all or any part of a Disposing Party's interest herein or to any of the mineral property interests comprising the Property shall be accompanied by the written agreement of any such transferee to assume the obligations of such Disposing Party hereunder and to be bound by the terms and conditions hereof.

Right of First Refusal. Except The Participant may not accept any offer to purchase all or any portion any Stock owned by the Participant that was acquired pursuant to this Agreement unless such offer is in writing, for transfers described cash, irrevocable by its terms for at least thirty (30) days, and bona fide as determined by the Committee in Section 6.4, if any Person good faith. If the Participant desires to transfer any or all of the interest in the Partnership owned by him, or if accept any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide offer from any prospective purchaser, the date Participant shall give notice in writing to the Company (i) designating the number of shares of Stock to be sold, (ii) naming the proposed transferprospective purchaser of such shares of Stock, and (iii) specifying the proposed transfer offer price (in terms of a dollar amount) and the other terms and conditions of upon which the proposed transferParticipant may sell the shares pursuant to the offer. For a During the 30-day period of 60 days after following receipt of such noticenotice by the Company, the Partnership may purchase some or all of Company shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect right to purchase from the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, Participant all (but not less than all, ) of the interest that shares of Stock specified in such notice at the Partnership did not elect to purchaseoffer price and upon the terms specified in the offer. Such purchase The rights provided hereunder shall be exercised by the Other Partners will be in proportion Company by written notice to the ownership interest Participant. If such rights are exercised, the Company shall deliver to the Participant a certified or bank check for the specified offer price, payable to the order of the Participant, and/or appropriate evidence of the cancellation of any indebtedness owed by the Participant to the Company, in either case against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Participant. At any time during the 30 days following the expiration unexercised of the Company’s 30-day purchase rights period, the Participant may sell such Stock, but only to the purchaser identified in the Partnership owned notice to the Company, at the price, and on the other terms, specified in the notice, provided that such purchaser must have first agreed in writing to be bound by such Other Partners (omitting, for purposes a right of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any first refusal in favor of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest Company substantially similar to the assignee. Any transfer must completed in accordance with the terms provisions of the notice given this Section 14(b) of this Agreement, as well as to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by a sale in connection with a public offering contained in Section 11 of this Agreement.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (a) A Shareholder (the "TransferorOffering Shareholder") will so notify the Partnership and the other Partners in writing who proposes to dispose of any shares of Stock shall give a notice (the "Other PartnersNotice"). The notice will set forth ) signed by the name offering Shareholder to the Company and address on the same day give Notice to the other Shareholder (the "Non-Offering Shareholder") of such Offering Shareholder's proposed disposition; PROVIDED, HOWEVER, that no Notice of any proposed disposition by sale of the proposed transferee, who, in offered Shares shall be valid unless the case of a sale, must be a bona fide prospective purchaser, Offering Shareholder shall have received prior to the date of the proposed transferNotice an offer therefor in writing from any BONA FIDE purchaser stating the price, the proposed transfer price (in terms of a dollar amount) and the other terms terms, and conditions of the proposed transfersale. For a period The Notice shall specify the number of 60 days after receipt of such noticeshares (the "Offered Shares") the Offering Shareholder intends to dispose of, identify and give the Partnership may purchase some or all address of the offered interest by giving written notice person to whom the Transferor. If the Partnership does not elect Offering Shareholder proposes to purchase the entire interest, it shall notify the Other Partners dispose of the portion Offered Shares, and indicate the price, terms, and conditions of the interest it did not elect to purchase, and the Other Partners proposed disposition. The Company shall have 45 days after expiration of such 60-day period the irrevocable and exclusive first option, but not the obligation, to purchase all, but not less than allpart, of the interest Offered Shares, at the price and upon any terms and conditions equal to those offered by the prospective purchaser, provided that the Partnership did Company gives notice of its election to purchase the Offered Shares to the Offering Shareholder within 30 days after the Company receives the Notice. (b) If the Company does not elect to purchase. Such purchase by all of the Other Partners will be Offered Shares as provided in proportion Section 3(a) above, then the Offering Shareholders shall thereafter provide the Non-Offering Shareholder with a notice (the "Second Notice") that the Company has not so elected, and the Non-Offering Shareholder 2 (c) If an Offering Shareholder gives the required Notice, and the Second Notice, and the Company and the Non-Offering Shareholder do not elect, pursuant to Sections 3(a) and 3(b) , to purchase the Offered Shares, the Offering Shareholder may dispose of the Offered Shares to the ownership interest person or persons, at the price, and on the terms and conditions specified in the Partnership owned Notice, provided that each such person acquiring the Offered Shares becomes a party to this Agreement upon such acquisition, and any shares not so disposed of by such Other Partners Offering Shareholder may not thereafter be disposed of, except in compliance with the terms and conditions of this Agreement. (omitting, d) The provisions of Section 3 shall remain in effect for purposes so long as Odzer owns more than fifteen percent (15%) of such calculationthe outstanding Stock of the Company. Furthermore, the ownership interest owned Proxy given as of May 15, 1995 shall continue irrevocable for so long as this Section 3 remains in full force and effect. (e) The provisions of Section 3 shall not apply to (i) any proposed dispositions to be made pursuant to Rule 144 or any Registration Statement in effect under the Securities Act of 1933, as amended, or (ii) any transfers by a Shareholder of shares of Stock or beneficial interests therein to their respective spouses, or other immediate family members, or to a trust or other entity for the Transferor) unless they agree otherwise. If sole benefit of any of the Other Partners declines to purchase his proportion of foregoing; provided that any such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest transferee agrees to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased bound by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.

Right of First Refusal. Except for transfers described in Section 6.4, if At any Person desires time both prior to transfer any or all and after the exercise of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase Option by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Optionee in accordance with the terms of this Agreement each of the notice given Optionors and the Optionee (hereinafter each called the “Disposing Party”) hereby grants to the Partnership. In addition, Persons other Party a right of first refusal to whom acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Assets which the Disposing Party desires to dispose of (hereinafter called, collectively, the “Holding”). If a Disposing Party receives a bona fide offer to purchase from, or where a sale is transferred mustsolicited by the Disposing Party, as then upon settling the proposed terms thereof with a condition third party for the purchase or sale of the Holding, the Disposing Party shall forthwith offer to such transfer, enter into an agreement with sell the parties hereto Holding to the other Party. The offer to sell to the non-Disposing Party (or all parties except Parties as the transferorcase may be) setting forth restrictions shall be on transfer the same terms and other provisions for repurchase identical conditions and of equivalent dollar value as those contained in the offer to the limitations imposed third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by this Agreementarbitration under the provisions of Article “14” hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the offer to sell, to acquire the Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the Holding, but only on the same terms and conditions as set forth in that offer. Any transfer of all or any part of a Disposing Party’s interest herein or to any of the mineral property interests comprising the Assets shall be accompanied by the written agreement of any such transferee to assume the obligations of such Disposing Party hereunder and to be bound by the terms and conditions hereof.

Right of First Refusal. Except for transfers described in Section 6.4, if 8.5.1 If any Person desires Preferred Member ("SELLING MEMBER") intends to transfer Transfer its Interest or any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person part thereof (the "TransferorOFFERED INTEREST") will so (except to a wholly-owned subsidiary), it shall notify the Partnership Company and the other Partners in writing Preferred Members of its intention to do so (the "Other PartnersOFFERING NOTICE"). The notice will set forth Offering Notice shall specify the name and address nature of the Transfer, the consideration to be received therefor, the identity of the proposed transfereepurchaser (or lender, whoas the case may be), and the terms upon which such Member intends to undertake such Transfer. Within thirty (30) days after receipt of the Offering Notice, the Preferred Members other than the Selling Member shall have the right, but not the obligation, subject to Section 8.6, to elect to purchase from the Selling Member a portion of the Offered Interest referred to in the case Offering Notice at the same price and on the same terms as specified in the Offering Notice for a period of thirty (30) days after the giving of the Offering Notice (or make the loan, if the same involves an encumbrance, hypothecation or mortgage, upon the same terms on which said loan was to be made therefor) by delivering in writing to the Company an offer to purchase (or loan) a saleportion of the Offered Interest of the Selling Member. Each Preferred Member so electing to purchase shall be entitled to purchase a portion of such Offered Interest in the same proportion that such Preferred Member's Percentage Interest bears to the aggregate of the Percentage Interests of all of the Preferred Members electing to purchase the Offered Interest. In the event any Preferred Member elects to purchase less than all of such Preferred Member's pro rata share of such Offered Interest ("SHORTFALL"), must be a bona fide prospective purchasersubject to Section 8.6, the date other Preferred Members may elect to purchase their pro rata share of the proposed transferShortfall. Within sixty (60) days after the election notice of the Preferred Members who so elect, the proposed transfer price purchase shall be consummated on the terms and conditions set forth in the Offering Notice of the Selling Member (in terms of or if the same involves a dollar amount) and mortgage, encumbrance or other hypothecation, the other loan shall be consummated upon the terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, loan set forth in the Partnership may purchase some or all Offering Notice). 8.5.2 If none of the offered interest by giving written notice to the Transferor. If the Partnership does not other Preferred Members elect to purchase the entire interestOffered Interest (or elect to make the loan specified), it shall notify or the Other Partners election is made for less than all of the Offered Interest, then the Selling Member, subject to Section 8.6, within thirty (30) days after the expiration of said sixty (60) day period, may undertake and complete the Transfer to any Person the identity of which was disclosed in the Offering Notice for that portion of the interest it did Offered Interest not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed undertaken to be purchased by the Other Partnersother Preferred Members provided, however, that the Transferor proposed transferee has been approved by the other Preferred Members as specified in Sections 8.1.1, 8.1.3, and 8.4, as such Sections may transfer the remaining interest be applicable to the assigneeTransfer, and the provisions of Section 8.6 have been complied with. Any transfer must completed The Transfer shall not be undertaken at a lower price or upon more favorable terms than specified in accordance with the terms Offering Notice. If the Selling Member does not then consummate the original proposed Transfer within ninety (90) days after the date of the notice given to Offering Notice, or within the Partnership. In additiontime scheduled for closing by the purchasing person, Persons to whom any interest firm or corporation, whichever is transferred mustlater, then all restrictions of this Section shall apply as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementthough no Offering Notice had been given.

Right of First Refusal. Except 8.1 For a period of three months from the expiration date of the Standstill Period (the Refusal Period), the Seller shall not Transfer any Securities held by it except for: (a) any Transfer permitted by Clause 8.2; or (b) any Transfer in accordance with Clause 8.3. 8.2 Notwithstanding Clause 8.1 and Clause 8.3, during the Refusal Period the Seller shall be permitted to: (a) Transfer Securities held by it to an Affiliate of the Seller, provided that Seller shall deliver prior written notice to Buyer of such Transfer and such Affiliate agrees to be bound by the terms of this Clause 8. If such transferee ceases to be an Affiliate of the Seller, it will transfer such Securities back to the Seller or to an Affiliate of the Seller; (b) Transfer Securities in connection with a bid for any class of Securities, or to give an undertaking in connection with such bid, provided that (x) Buyer or an Affiliate of the Buyer also transfers described Securities in Section 6.4connection with such bid and/or gives such an undertaking and (y) Seller may only Transfer or (as the case may be) give an undertaking in respect of a portion of the Securities then held by it which is less than or equal to the portion of the Securities held by the Buyer and its Affiliates which are being transferred and/or are the subject of an undertaking; or (c) Transfer up to 30% of the Securities held by it to be calculated immediately following Completion (in the aggregate) to all (or, if to the extent not practicable taking into account regulatory requirements and other relevant factors, less than all) direct or indirect shareholders in respect of the Seller and/or persons which are direct or indirect investors in respect of such shareholder of the Seller (collectively, Fund Investors) in each case, to the extent practicable taking into account regulatory requirements and other relevant factors, on a pro-rata basis; provided, that Seller provides 7 days’ prior written notice of such Transfer to Buyer. Clause 8.3 shall not apply in respect of any Transfer permitted by this Clause 8.2. 8.3 Notwithstanding Clause 8.1 and without prejudice to Clause 8.2, during the Refusal Period the Seller shall be permitted to Transfer Securities to any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Persons (the "Transferor"Prospective Transferee(s)) will so as set out below: (a) the Seller shall notify the Partnership and the other Partners Buyer in writing (the "Other Partners"). The notice will set forth the name and address Offer) of the number of Securities proposed transferee, who, in to be Transferred (the case of a sale, must be a bona fide prospective purchaserOffer Securities), the date of the proposed transfer, the proposed transfer price (in terms and form of a dollar amountconsideration) and per Security (the Offer Price), other material terms and conditions of the proposed transfer. For a period of 60 days after receipt of such noticeTransfer, the Partnership may identity of the Prospective Transferee(s) and the intended date of the proposed Transfer; (b) within 15 days following the date of the Offer (the Acceptance Period), the Buyer shall notify the Seller in writing (an Acceptance Notice) if it shall purchase some all or a portion of the Offer Securities at the Offer Price and otherwise on the terms included in the Offer. If the Buyer provides the Seller with an Acceptance Notice, it shall purchase the Offer Securities that are the subject of the Acceptance Notice on the terms set out in the Offer; (c) if the Buyer (i) does not deliver an Acceptance Notice within the Acceptance Period, (ii) delivers an Acceptance Notice within the Acceptance Period in respect of less than all of the offered interest by giving written notice Offer Securities pursuant to Clause 8.3(b) or (iii) delivers an Acceptance Notice within the Acceptance Period, but sale of the Offer Securities to the Transferor. If Buyer is not completed within 15 days following the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners date of the portion Acceptance Notice (or such longer period as is necessary to complete the sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the interest it did not elect to purchase, Buyer and the Other Partners Seller) (the Completion Period), then the Seller shall have 45 days after expiration of such 60-day period be entitled to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest Transfer (x) in the Partnership owned by such Other Partners case of (omitting, for purposes of such calculation, the ownership interest owned by the Transferori) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest Offer Securities to be transferredthe Prospective Transferee(s). If , (y) in the case of (ii) the Offer Securities that are not the subject of the Acceptance Notice to the Prospective Transferee(s) or (z) in the case of (iii) the Offer Securities not purchased by Buyer to any other Person or Person(s), as the case may be, in each case of (x) and (y), at a price no lower than the Offer Price. (d) (x) if any sale of any Offer Securities by the Seller pursuant to Clause 2.3(c) is not completed within the 21 days (or such longer period as is necessary to complete the sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the Seller and the Prospective Transferee(s)), following (i) expiry of the Acceptance Period, if the Buyer does not deliver an Acceptance Notice, or delivers an Acceptance Notice in respect of less than all of the remaining interest proposed Offer Securities; or (ii) expiry of Completion Period or (y) Seller at any time proposes to Transfer Offer Securities to a different Prospective Transferee or at a lower price, or on terms and conditions materially less favorable to Seller or materially more favorable to a Prospective Transferee than those set forth in the Offer (not including any terms or conditions, such as regulatory approvals, which are specific to the respective Prospective Transferee(s)), then the Seller shall be transferred is not agreed required to be purchased repeat the procedures in this Clause 8.3 prior to any subsequent Transfer by the Other PartnersSeller of such Offer Securities during the Refusal Period. For the avoidance of doubt, a sale made pursuant to Clause 8.3(c)(iii) and/or 8.3(c)(z) shall not be subject to Clause 8.3(d)(y). 8.4 The provisions of this Clause 8 shall cease to apply and have no further effect if the Transferor may transfer Buyer ceases to hold any Securities. 8.5 Any Transfer not made in compliance with the remaining interest requirements of Clause 7 and Clause 8 shall be null and void ab initio. Each of B▇▇▇▇ and S▇▇▇▇▇ acknowledge and agree that any breach of Clause 7 and Clause 8 would result in substantial harm to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties other party hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementwhich monetary damages alone could not adequately compensate.

Right of First Refusal. Except for transfers described in Section 6.4a Permitted Sale, if during the Voting Trust Period, Seller shall not, directly or indirectly through an Affiliate, enter into any agreement or consummate any transaction or series of transactions relating to the sale, transfer, or disposition of the Consideration Shares, with any Person or on the facilities of the TSX- V, other than the Purchaser (a "Third-Party Transaction") except in compliance with the terms and conditions of this Section 7.7. (a) If, at any time during the Voting Trust Period, the Seller either: (i) receives a bona fide written offer for a Third-Party Transaction that the Seller desires to transfer any accept (each, a "Third- Party Offer"); or all (ii) desires to sell Consideration Shares on the facilities of the interest in TSX-V, the Partnership owned by himSeller shall, within five (5) Business Days following receipt of the Third-Party Offer or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so decision, as applicable, notify the Partnership and the other Partners Purchaser in writing (the "Other PartnersOffer Notice"). The notice will set forth the name and address ) of the identity of all proposed transfereeparties to such Third-Party Transaction, whoif applicable, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the material financial and other terms and conditions of such Third-Party Offer (the proposed transfer"Material Terms"). For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase Each Offer Notice constitutes an offer made by the Other Partners will be in proportion Seller to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto Purchaser on the same Material Terms of such Third-Party Offer (or all parties except the transferor"ROFR Offer"). (b) setting forth restrictions on transfer and other provisions for repurchase identical At any time prior to the limitations imposed expiration of the ten (10) Business Day period following the Purchaser's receipt of the Offer Notice (the "Exercise Period"), the Purchaser may accept the ROFR Offer by delivery to the Seller of a written notice of acceptance containing the Material Terms, executed by the Purchaser. (c) If, by the expiration of the Exercise Period, the Purchaser has not accepted the ROFR Offer, and provided that the Seller has complied with all of the provisions of Section 7.6 and this AgreementSection 7.7, at any time during the ten (10) Business Day period following the expiration of the Exercise Period, the Seller may consummate the Third-Party Transaction with the counterparty identified in the applicable Offer Notice, on Material Terms that are the same or more favourable to the Seller as the Material Terms set forth in the Offer Notice. If such Third-Party Transaction is not consummated within such ten (10) Business Day period, the terms and conditions of this Section 7.7 will again apply, and the Seller shall not enter into any Third-Party Transaction during the ROFR Period without affording the Purchaser the right of first refusal on the terms and conditions of this Section 7.7. (d) For the avoidance of doubt, the terms and conditions of this Section 7.7 apply to each Third-Party Offer received by the Seller during the ROFR Period.

Right of First Refusal. Except for transfers described In the event that the Seller seeks or receives an offer or proposal (an "OFFER") from any third party regarding a proposed acquisition of the business or assets comprising the Seller's Telenetics Microwave division, or any portion thereof (the "MICROWAVE ASSETS"), the Seller shall, prior to accepting such Offer or entering into any definitive agreement with respect to the Offer, notify Purchaser in Section 6.4, if any Person desires to transfer any or writing of: (i) all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of such Offer; (ii) the Seller's bona fide intention of accepting the Offer on such terms and conditions; and (iii) the Seller's agreement to enter into a proposed transfersale with Purchaser on terms and conditions substantially similar to those set forth in the Offer (a "NOTICE OF OFFER"). For a period of 60 Purchaser will have thirty (30) days after from the receipt of such notice, Notice of Offer (the Partnership may purchase some or all of the offered interest by giving "EXCLUSIVITY PERIOD") to deliver written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners Seller of Purchaser's acceptance of the portion of the interest it did not elect Seller's offer to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto Seller providing for a purchase of the Microwave Assets on terms and conditions substantially similar to those set forth in the Notice of Offer (a "NOTICE OF ACCEPTANCE"); provided, however, that to the extent that the consideration being offered to the Seller in the Offer consists of property other than cash or all parties except securities, then Purchaser's acceptance shall, in lieu of such non-cash property or securities, provide for the transferor) setting forth restrictions payment of other consideration to the Seller of substantially equivalent fair market value. During the Exclusivity Period, the Seller shall use reasonable efforts to promptly make available on transfer a confidential basis to Purchaser, its attorneys, accountants and other provisions for repurchase identical professional advisors, such due diligence materials (including, without limitations, the Seller's financial books and records, customer information, business plans, technology, software source code, agreements and employee information) as Purchaser shall reasonably request, which due diligence materials shall, at a minimum, include all materials made available by the Seller to the limitations imposed by this Agreement.third party or parties who made the Offer. All such materials shall be subject to the confidentiality provisions of SECTION

Right of First Refusal. Except (a) If at any time during the Term of this Lease Landlord shall receive any bona fide offer from a third party for transfers the purchase of (i) Landlord’s right, title and interest in and to the Leased Premises, whether as a single asset purchase or as part of a portfolio transaction, or (ii) the equity interests in Landlord (or any transaction resulting in a change in any direct or indirect controlling interest in Landlord, including, without limitation, any merger or other transaction that results in such a change), which offer Landlord shall desire to accept (each such offer that Landlord desires to accept is referred to herein as an “Offer”), Landlord shall promptly convey to Tenant the terms of such Offer, and, provided no Event of Default by Tenant is then existing under the terms of this Lease, Tenant shall have an irrevocable, ongoing right of first refusal and may, within fifteen (15) Business Days thereafter, TIME BEING OF THE ESSENCE, elect to purchase Landlord’s right, title and interest in and to the Leased Premises from Landlord, or the equity interests in Landlord, on the same terms as those set forth in such Offer; provided, however, that (A) if the terms of such Offer relate to Landlord’s right, title and interest in and to the Leased Premises and other property of Landlord and/or its Affiliates or as part of any other type of portfolio transaction, or to the equity interests in Landlord and other property of the holder of such equity interests, or any transaction which would result in a change of any direct or indirect controlling interest in Landlord, (1) Tenant’s right to purchase shall be limited to Landlord’s right, title and interest in and to the Leased Premises or to the equity interests or direct or indirect controlling interests in Landlord only, and accordingly, the purchase price shall be prorated equitably to reflect that it only relates to Landlord’s right, title and interest in and to the Leased Premises or the equity interests or direct or indirect controlling interests in Landlord, as the case may be, (2) Tenant shall have the right to require Landlord to structure the sale of the equity interests in Landlord or the transaction which would result in a change to any direct or indirect controlling interest in Landlord as a sale of Landlord’s right, title and interest in and to the Leased Premises, (3) Tenant shall close its purchase within one hundred twenty (120) days of the date of its notice to Landlord electing to purchase Landlord’s right, title and interest in and to the Leased Premises or the equity interests in Landlord, as the case may be, and (4) the Purchase Procedure shall apply to the conveyance of Landlord’s right, title and interest in and to the Leased Premises or the equity interests in Landlord, as the case may be, to Tenant herein. If Tenant shall not accept such Offer within the time herein specified therefor, said right of first refusal shall cease to exist with respect to the Offer in question, provided that (I) the purchase price paid is at least ninety-five percent (95%) of the purchase price set forth in such Offer that Tenant did not accept, (II) with regard to any other material terms and conditions that affect the purchase price, such terms and conditions shall not be more favorable to the buyer in any material respect than as set forth in such Offer that Tenant did not accept, and (III) such purchase and sale transaction is closed within nine (9) months after Tenant’s rejection of such Offer (provided further, that this Lease shall continue on all terms, covenants and conditions set forth in this Lease, including, without limitation, Tenant’s right of first refusal as set forth in this Paragraph 32); in the event that Landlord receives a subsequent third party offer that meets the standards set forth in the first proviso of this sentence, such offer shall be subject to Tenant’s right of first refusal pursuant to this Paragraph 32, provided that Tenant shall exercise such right within five (5) Business Days of receipt by Tenant of the terms of such subsequent offer. The right of first refusal as set forth in this Paragraph 32 shall be reinstated with respect to any subsequent offer that is not described in Section 6.4the foregoing sentence. (b) Notwithstanding anything to the contrary herein, if the provisions of this Paragraph 32(a) shall not apply to (i) any Person desires to transfer any sale or all conveyance of the Leased Premises in a foreclosure sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such a bona-fide mortgage or deed of trust, (ii) any sale or conveyance of the Leased Premises or of any direct or indirect controlling interest in Landlord which occurs during the existence of an Event of Default hereunder, (iii) to the extent Landlord is an Affiliate of SunTrust Banks, Inc., any transfer, sale or other disposition of the Leased Premises or the equity interests in Landlord to SunTrust Banks, Inc. or any Affiliate thereof, (iv) the first sale or conveyance of the Leased Premises or the controlling interest in Landlord, as the case may be, that occurs after the date of this Lease (excluding any such sale or conveyance that is otherwise excluded pursuant to this subparagraph (b)) or (v) any sale or conveyance of any publicly listed stock or other publicly listed equity interest. (c) So long as no Event of Default has occurred and is continuing under this Lease, Landlord shall not sell, transfer or assign its right, title or interest in the Partnership owned by himLeased Premises, or if permit the equity interests in Landlord (or any such direct or indirect controlling interest becomes subject in Landlord that is not publicly listed) to an involuntary transfer such Person be sold, transferred or assigned, to a Competitor of Tenant. (d) For purposes of this Paragraph 32, “controlling” means the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transfereepossession, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some direct or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than allindirect, of the interest that power (i) to vote fifty percent (50%) or more of the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the outstanding voting securities or other ownership interest in the Partnership owned by such Other Partners (omitting, for purposes interests of such calculation, the ownership interest owned by the TransferorPerson; or (ii) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion otherwise direct management policies of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some Person by contract or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementotherwise.

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify the Partnership and the other Partners in writing as follows: 8.2.1 The Member desiring to transfer their Interest first must provide written notice (the "Other PartnersNotice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. . 8.2.2 For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any less than 45 days after expiration of the Other Partners declines 30-day notice period. 8.2.4 If the other Members fail or refuse to purchase his proportion notify the transferring Member of such interest, the remaining Other Partners may purchase such interest in proportion their desire to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not agreed closed within 6 months after the expiration of the 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be purchased by sold or conveyed. 8.2.5 Notwithstanding the Other Partnersforegoing provisions of Section 8.2, should the Transferor may transfer sole remaining Member be entitled to and elect to acquire all the remaining interest to Interests of the assignee. Any transfer must completed other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires (a) If with respect to transfer any the Offered Right JWM declines to negotiate or all there is no agreement pursuant to JWM’s right of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will first negotiation as set forth in ▇▇▇▇▇▇▇▇▇ ▇-▇ above, and with respect to the Offered Right OME makes and/or receives any bona fide offer that OME proposes to accept and that contains any financial terms less favorable to OME than the corresponding financial terms in OME ‘s last offer to JWM and/or that changes any other material element of OME’s last offer to JWM, OME shall give notice to JWM of such offer specifying the particulars thereof, including any Offered Rights that are the subject of such offer, the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transferofferor, the proposed transfer price (in financial terms, and all other material terms of such offer. During the period of [***] ([***]) business days after receipt of said notice (the “Reconsideration Period”), JWM shall have the exclusive option to license or acquire, as the case may be, the particular Offered Right(s) referred to in such offer, upon the same financial terms and other terms set forth in such notice (“JWM’s Purchase Option”), it being agreed that in no event shall JWM be required to meet any term or condition which cannot be met as easily by JWM as by any other offeror (such as the required employment of a dollar amountparticular individual whose services are exclusive to such offeror). If JWM elects to exercise JWM’s Purchase Option, JWM shall notify OME of the exercise thereof within the Reconsideration Period; JWM and OME shall then promptly execute written agreements conveying to JWM such Offered Right(s). If JWM does not elect to exercise JWM’s Purchase Option, OME shall be free to accept said bona fide offer (but only upon the terms and conditions specified in such bona fide offer); provided, however, if any such proposed offer is not confirmed in writing within [***] ([***]) days following the expiration of the Reconsideration Period, JWM’s Purchase Option shall revive and shall apply to such proposed offer again and to each and every further offer or offers at any time received by OME relating to the other particular Offered Right(s). JWM’s Purchase Option shall continue in full force and effect, upon all of the terms and conditions of the proposed transfer. For a period of 60 days after receipt of such noticethese ▇▇▇▇▇▇▇▇▇▇ ▇-▇ and D-2, the Partnership may purchase some so long as OME retains any right, title, or all of the offered interest by giving written notice in or to the Transferorparticular Offered Right(s). 1. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.As used herein:

Right of First Refusal. Except for transfers described in Notwithstanding Section 6.48.1, if a Member may transfer all or any Person desires to transfer any or all part of the Member's interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Company (the "TransferorInterest") will so notify the Partnership and the other Partners in writing as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Other PartnersNotice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. . 8.2.2 For a period of 60 30 days after receipt of such noticethe Notice, the Partnership Members may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase acquire all, but not less than all, of the interest Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the Partnership did closing will not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any less than 45 days after expiration of the Other Partners declines 30‑day notice period. 8.2.4 If the other Members fail or refuse to purchase his proportion notify the transferring Member of such interest, the remaining Other Partners may purchase such interest in proportion their desire to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest to be transferred). If all of the remaining interest Interest proposed to be transferred within the 30‑day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not agreed closed within six months after the expiration of the 30‑day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be purchased by sold or conveyed. 8.2.5 Notwithstanding the Other Partnersforegoing provisions of Section 8.2, should the Transferor may transfer sole remaining Member be entitled to and elect to acquire all the remaining interest to Interests of the assignee. Any transfer must completed other Members of the Company in accordance with the terms provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, Company as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementlimited liability company.

Right of First Refusal. Except for transfers described in Section 6.4Notwithstanding anything to the contrary contained herein, if this paragraph shall not apply to any Person fee simple sale of the parent parcel from Lessor to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Lessor receives an offer or desires to transfer offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of the Lessor’s interest in the Partnership owned by him, or if Lease to a Third Party Competitor (any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaseroffer, the date “Offer”), Lessee shall have the right, exercisable in Lessee’s sole and absolute discretion, of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect first refusal to purchase the entire interestreal property or other interest being offered by Lessor in connection with the Offer on the same terms and conditions. If Lessee elects, it shall notify the Other Partners in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Lessee must provide Lessor with notice of its election not later than forty-five (45) days after Lessee receives written notice from Lessor of the portion Offer. If Lessee elects not to exercise Lessee’s right of first refusal with respect to an Offer as provided herein, Lessor may complete the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest transaction contemplated in the Partnership owned by Offer with the Third Party Competitor on the stated terms and price but with the express condition that such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines sale is made subject to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred mustLease, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed modified by this AgreementAmendment. Lessor hereby acknowledges and agrees that any sale or conveyance by Lessor in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Right of First Refusal. Except for transfers described (a) Landlord hereby grants to Tenant a right of first refusal to purchase (the “ROFR”), in Section 6.4fee title, if any Person desires to transfer any or all of the Landlord’s rights, title, and interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")Premises. The notice will set forth ROFR shall be in effect from the name and address Effective Date until the expiration or earlier termination of the proposed transfereethis Lease. Landlord agrees, who, in the case upon receipt of a sale, must be a bona fide prospective purchaseroffer from a third party for the purchase of all or any portion of the Premises, which offer Landlord is willing to accept, to notify Tenant in writing of such offer and shall specify, in detail, the date of the proposed transfer, the proposed transfer price (in terms of such offer provided that (i) Tenant is not in default under this Lease beyond all applicable notice and cure periods and no condition exists which, with the giving of notice or passage of time or both, would constitute a dollar amountdefault hereunder, and (ii) this Lease is then in full force and effect. Tenant may, by giving notice to Landlord within fifteen (15) days from the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, elect in writing to purchase the Partnership may purchase some or all Premises on the terms of Landlord’s offer, time being of the offered interest by giving written notice to the Transferoressence. If the Partnership does not Tenant shall so elect to purchase the entire interestPremises, it shall notify the Other Partners of the portion of the interest it did not elect to purchaseshall, and the Other Partners shall have 45 within thirty (30) days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transferelection, enter into an agreement with for the parties hereto (purchase and sale of the Premises incorporating the terms contained in Landlord’s offer. If Tenant fails to exercise the ROFR or all parties except enter into such an agreement, then the transferor) setting forth restrictions on transfer ROFR shall be null, void, and other provisions for repurchase identical of no further force and effect and Landlord shall be at liberty to sell the limitations imposed by this AgreementPremises to any third party.

Right of First Refusal. Except for transfers described in Section 6.4​ 20.1 After the Lock-up Period expires and prior to a Qualified IPO, if either Yandex or Uber (or any Person desires to transfer any of their Permitted Affiliates) (the "Selling Shareholder") may Transfer some or all of the interest in the Partnership owned by himits Shares to a Third Party Purchaser, or if any provided that such interest becomes subject Shareholder has first received a bona fide offer (an "Offer") from that Third Party Purchaser to an involuntary transfer purchase such Person Shares and makes a written offer (the "TransferorTransfer Notice") will within [***] of receipt of the Offer to the Other Shareholder (for so notify long as the Partnership Other Shareholder holds at least [***] of its Initial Proportion) to instead Transfer all or some of the Shares that are the subject of the Offer to the Other Shareholder, provided that, in each case, that such Offer and the other Partners in writing (corresponding Transfer Notice: 20.1.1 is for non-deferred and non-contingent cash consideration or equivalent Non-Cash Consideration payable or otherwise transferable upon completion of the "Other Partners"). The notice will set forth relevant Transfer; 20.1.2 states the name and address ultimate beneficial owner(s) of the proposed transferee, who, in Third Party Purchaser to whom the case Selling Shareholder propose to sell the Shares which are the subject of a sale, must be a bona fide prospective purchaser, the date Offer; 20.1.3 contains all of the Key Terms of the proposed transfer, which shall be the same as the Key Terms of the Offer; and 20.1.4 is conditional only upon the receipt of all Regulatory Approvals for the proposed transfer price (in terms of a dollar amount) Transfer, and the other terms and conditions payment of the proposed transfer. For a period consideration for such Transfer, and in circumstances in which the Selling Shareholder complies with the remaining provisions of 60 days after this Clause 20. 20.2 Following receipt of such noticea Transfer Notice, the Partnership may purchase Other Shareholder shall have the right at any time within [***] after receiving the Transfer Notice (the "ROFR Period") to give a notice to the Selling Shareholder (the "ROFR Acceptance Notice") accepting the offer referred to in Clause 20.1.2 in respect of some or all of the offered interest by giving written notice to Shares the Transferorsubject of the Transfer Notice. If the Partnership an Other Shareholder does not elect to purchase give a ROFR Acceptance Notice before the entire interest, expiry of the ROFR Period it shall notify the Other Partners of the portion of the interest it did not elect be entitled to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If buy any of the Other Partners declines to purchase his proportion of such interest, Shares which are the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership subject of the Other Partners who wish offer referred to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementClause 20.1.

Right of First Refusal. (A) Except for transfers described in pursuant to Section 6.45 above, if at any Person time CSH desires to transfer sell for cash all or any or all part of the interest in the Partnership owned by him, or if any such interest becomes subject its Shares pursuant to an involuntary transfer such Person a bona fide offer from a third party (the "TransferorProposed Transferee") will so notify the Partnership and the other Partners in writing ), CSH shall submit a written offer (the "Other PartnersOffer")) to sell such Shares (the "Offered Shares") to the Purchasers on terms and conditions, including price, not less favorable to the Purchasers than those on which CSH proposes to sell such Offered Shares to the Proposed Transferee. The notice will set forth Offer shall disclose the name identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by CSH, the terms and address conditions, including price, of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, that the date proposed buyer has been informed of the proposed transfer, the proposed transfer price (rights and obligations provided for in terms of a dollar amount) this Section 6 and the other terms Section 7 below and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect has agreed to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Offered Shares in accordance with the terms of the notice given this Agreement, and any other material facts relating to the Partnershipproposed sale. In additionThe Offer shall further state that the Purchasers may acquire, Persons in accordance with the provisions of this Agreement, all but not less than all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (B) Each Purchaser shall have the absolute right to whom purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Purchasers' Shares (as defined below) then owned by such Purchaser and the denominator of which shall be the aggregate number of Purchasers' Shares then owned by all of the Purchasers. For purposes of this Section 6, all of the securities of the Corporation which a Purchaser has acquired, or has the right to acquire from the Corporation, upon the conversion, exercise or exchange of any interest of the securities of the Corporation then owned by such Purchaser shall be deemed to be Purchasers' Shares then owned by such Purchaser. (The amount of Offered Shares that each Purchaser is transferred mustentitled to purchase under this Section 6(B) shall be referred to as its "Pro Rata Fraction"). (C) The Purchasers shall have a right of oversubscription such that if any Purchaser fails to accept the Offer as to its Pro Rata Fraction, the other Purchasers shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Purchaser by accepting the Offer as to more than its Pro Rata Fraction. If, as a condition result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Purchasers shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. In the event that the Purchasers in the aggregate shall not have elected in the manner set forth below to purchase all of the Offered Shares, the Purchasers shall not have the right to purchase any of the Offered Shares and CSH shall have the right to sell the Offered Shares in accordance with Section 6(E) below. (D) If the Purchasers, in the aggregate, desire to purchase all of the Offered Shares, such Purchaser(s) shall communicate in writing their election to purchase to CSH, which communication shall state the number of Offered Shares each Purchaser desires to purchase (which shall in the aggregate be equal to all the Offered Shares) and shall be given to CSH within thirty days of the date the Offer was made. Such communication shall, 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 Offered Shares (subject to the aforesaid limitations as to a Purchaser's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Purchasers pursuant to this Section 6 shall be made at the offices of the Corporation on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by CSH's delivery to each purchasing Purchaser of a certificate or certificates evidencing the Offered Shares to be purchased by it, free and clear of any liens, claims or encumbrances of any kind (other than pursuant to this Agreement), duly endorsed for transfer to such transferpurchasing Purchaser and with any requisite stock transfer stamps attached, enter into an agreement with against payment to CSH of the parties hereto purchase price therefor by such purchasing Purchaser. (or E) If the Purchasers do not purchase all parties except of the transferor) setting forth restrictions on transfer Offered Shares, the Offered Shares may be sold by CSH at any time within six months after the date the Offer was made, subject to Section 7 below and the other provisions for repurchase identical of this Agreement. Any such sale shall be to the limitations imposed by Proposed 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. Any Offered Shares not sold within such six-month period shall continue to be subject to the requirements of a prior offer pursuant to this AgreementSection 6.

Right of First Refusal. Except (a) If a Consenting Stockholder (a "Selling Stockholder") or its Parent or other Controlled Affiliate shall receive at any time a bona fide offer in writing, which the Selling Stockholder or its Parent or other Controlled Affiliate proposes to accept (a "Third Party Offer"), from a third party (the "Third Party Offeror") to acquire all or part of its shares of Class B Common Stock (the "First Refusal Shares") or to effect an Indirect Transfer (in which case the "First Refusal Shares" shall be all the shares of Class B Common Stock owned by the Selling Stockholder), the Selling Stockholder shall deliver to each other Designating Stockholder (the "First Refusal Stockholders") a notice (a "First Refusal Notice of Sale") containing a copy of the Third Party Offer, the identity of the Third Party Offeror and an offer to sell the First Refusal Shares to the First Refusal Stockholders on the following terms: (i) if the Third Party Offer contemplates a purchase of the First Refusal Shares by the Third Party Offeror for transfers described consideration consisting solely of cash, then the Selling Stockholder's offer shall be to sell the First Refusal Shares for cash in an amount equal to the purchase price specified in, and otherwise on the terms and conditions contained in, the Third Party Offer, and (ii) if the Third Party Offer contemplates an acquisition of the First Refusal Shares by the Third Party Offeror for consideration any portion of which is not cash or if the Third Party Offer contemplates an Indirect Transfer, then the Selling Stockholder's offer shall be to sell the First Refusal Shares for cash in an amount equal to the fair market value of the First Refusal Shares (as determined pursuant to Section 6.43.5(d)) and otherwise on the terms and conditions contained in the Third Party Offer. The First Refusal Notice of Sale shall specify the price at which the First Refusal Shares are offered, if as provided in the preceding sentence. No Consenting Stockholder shall sell or assign, or offer to sell or assign, or otherwise dispose of any Person of its shares of Class B Common Stock (other than a disposition pursuant to Section 3.3, 3.4 or 3.6) or permit an Indirect Transfer to occur with respect to such Consenting Stockholder (other than pursuant to Section 3.1(c)(i)), unless and until such Consenting Stockholder has delivered a First Refusal Notice of Sale with (i) If a First Refusal Stockholder desires to transfer accept all or any or portion of the offer set forth in a First Refusal Notice of Sale as to any part of the First Refusal Shares, such First Refusal Stockholder (a "First Refusal Electing Stockholder") shall, within ten Business Days of receipt of such First Refusal Notice of Sale, notify the Selling Stockholder of its intention to acquire First Refusal Shares and the number of such shares it desires to acquire, and deliver a copy of such notice to each other First Refusal Stockholder. (ii) If the First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the interest First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all the First Refusal Shares, allocated among them as follows (or in such other manner as the First Refusal Electing Stockholders may agree): (A) the First Refusal Shares shall be allocated among the First Refusal Electing Stockholders pro rata (based on the number of shares of Class B Common Stock owned by each of them) until all of the First Refusal Shares have been allocated or any First Refusal Electing Stockholder has been allocated the number of First Refusal Shares that it desires to acquire, as specified in its notice to the Selling Stockholder, as it may have been amended pursuant to Section 3.5(a)(iii); (B) if all First Refusal Shares are not allocated pursuant to paragraph (A) or any prior application of this paragraph (B), any First Refusal Shares that were not allocated pursuant to paragraph (A) or any prior application of this paragraph (B) shall be allocated among the First Refusal Electing Stockholders (other than any First Refusal Electing Stockholder that has been allocated the number of First Refusal Shares that it desires to acquire, as specified in its notice to the Selling Stockholder, as it may have been amended pursuant to (C) if all First Refusal Shares are not allocated pursuant to paragraph (A) and any prior application of paragraph (B), any First Refusal Shares that were not allocated pursuant to paragraph (A) and any prior application of paragraph (B) shall be allocated by continuing to apply paragraph (B) as required. (iii) If the First Refusal Electing Stockholders desire to acquire, in the Partnership owned by himaggregate, or if any such interest becomes subject to an involuntary transfer such Person (less than all of the "Transferor") will First Refusal Shares, then the Selling Stockholder shall so notify the Partnership and First Refusal Electing Stockholders and: (A) each First Refusal Electing Stockholder shall have the right, by written notice sent to the Selling Stockholder (with a copy of such notice to each other Partners Designating Stockholder) within five days after its receipt of the notice from the Selling Stockholder pursuant to this Section 3.5(a)(iii) to amend its notice to increase the number of First Refusal Shares that it desires to purchase; (B) if, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.5(a)(iii), the First Refusal Electing Stockholders desire to acquire, in writing the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all the First Refusal Shares, allocated among them in accordance with Section 3.5(a)(ii); and (C) if, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.5(a)(iii), the "Other Partners"First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholder's offer of the First Refusal Shares shall be deemed rejected as of the last day for a First Refusal Electing Stockholder to amend its notice pursuant to this Section 3.5(a)(iii). The notice will . (iv) Notwithstanding the foregoing provisions of this Section 3.5(a), the allocation of the First (b) If (i) the Selling Stockholder's offer of the First Refusal Shares is rejected as provided in Section 3.5(a), or (ii) the purchase of the First Refusal Shares is not consummated within the period set forth in Section 3.7(b) for any reason other than a breach by the name and address Selling Stockholder of any of its covenants, representations or warranties that are a condition to consummation of such purchase, then the Selling Stockholder shall have the right, at any time during the sixty-day period beginning on the date that the Seller Stockholder's offer of the proposed transfereeFirst Refusal Shares is deemed rejected or the day following the last day of the period set forth in Section 3.7(b), whoas applicable, to enter into a binding agreement to sell all of the First Refusal Shares to the Third Party Offeror, or to effect the Indirect Transfer contemplated by the Third Party Offer, as applicable, in either case on terms and conditions no less favorable in the aggregate to the Selling Stockholder (and, in the case of a salean Indirect Transfer, must be a bona fide prospective purchaserits Parent) than those set forth in the Third Party Offer, and thereafter (within the date period specified below in this Section 3.5(b)) to sell all of the proposed transferFirst Refusal Shares to the Third Party Offeror or effect the Indirect Transfer, as applicable, pursuant to such agreement. The Selling Stockholder shall, as promptly as practicable and prior to the proposed transfer price (in terms closing of such sale or Indirect Transfer, provide to the First Refusal Stockholders a dollar amount) and copy of the other agreement for the sale of the First Refusal Shares so as to permit the First Refusal Stockholders to confirm for themselves that the terms and conditions of such sale are not less favorable in the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice aggregate to the TransferorSelling Stockholder (and, in the case of an Indirect Transfer, its Parent) than those set forth in the Third Party Offer. If the Partnership Selling Stockholder does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of enter into such 60an agreement during such sixty-day period, or does not close the sale thereunder within the period provided in Section 3.7(b), the procedure set forth above with respect to purchase allthe First Refusal Notice of Sale shall be repeated with respect to any subsequent proposed sale, but not less than all, assignment or other disposition of the interest that the Partnership did not elect to purchase. Such purchase shares of Common Stock by the Other Partners will be in proportion Selling Stockholder. (c) If the First Refusal Shares include a sufficient number of shares of Class B Common Stock to entitle the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines holder thereof to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.designate at least one Agreed Nominee under

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If at any Person time a Member (an “Offering Member”) desires to transfer voluntarily Transfer all or any or portion of such Member’s Units (the “Offered Units”) to a Third Party Transferee (excluding a Transfer permitted by Section 12.1(a)(i) through (vi)), the Offering Member shall deliver to each Member a written notice (the “Offer Notice”) specifying all of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address material terms of the proposed transfereesale (the “Offer”), who, in including the case of a sale, must be a bona fide prospective purchaserpurchase price (the “Unit Purchase Price”) for which the Offering Member proposes to sell the Offered Units, the date identity of the proposed transferThird Party Transferee, and any copies of any agreement or documents to be executed or delivered in connection with the proposed transfer price sale, if available at that time. (b) Each Member shall have thirty (30) days from the date the Offer Notice is given in terms which to notify the Offering Member whether it elects to purchase all of a dollar amount) and its pro rata share of the other Offered Units upon the terms and conditions contained in the Offer Notice; provided, that no Member shall be required to pay consideration other than cash and if the Offer Notice provides for non-cash consideration, each Member shall have the option to pay cash equal to the fair market value of the proposed transfernon-cash consideration set forth in the Offer Notice. For a period of 60 If any Member elects to purchase, such election shall be irrevocable and the closing, including payment in full, shall occur not later than thirty (30) days after receipt of such notice, the Partnership may purchase some election notice is given at the Company’s principal office or all at a place otherwise agreed upon by the parties to the transaction. (c) After the completion of the offered interest by giving written notice to procedures in Section 12.3(a) and (b), if the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did Members do not elect to purchase, and in the Other Partners aggregate, all of the Offered Units within the 30-day period described in Section 12.3(b), the Offering Member shall have 45 days after expiration of such the right during the ensuing 60-day period to purchase allsell to a Third Party Transferee, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion on terms no more favorable to the ownership interest Third Party Transferee than the terms set forth in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interestOffer Notice, the remaining Other Partners may purchase such interest Offered Units. If the proposed sale is not completed within the ensuing 60-day period prescribed in proportion this Section 12.3(c), the Offering Member shall be required, before Transferring the Offered Units, to their re-offer the Units or interests to Petro River as set forth in Section 12.3(a) and (b). (d) Upon consummation of any sale by an Offering Member to a Third Party Transferee as permitted by this Section 12.3, the Partnership (counting for this purpose only Offering Member shall promptly notify the interests in Company as to the Partnership circumstances, including the date of the Other Partners who wish to purchase some or all sale and the Unit Purchase Price, of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementsale.

Right of First Refusal. Except for transfers described in Section 6.4, if any Person desires If a Participant should desire to transfer any or to a third party all of the its Participating Interest and its interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person this Agreement (the "TransferorOffered Interest") will so notify the Partnership and the other Partners in writing ), it shall first have received an all cash BONA FIDE written offer from an arm's length third party (the "Other PartnersThird Party Offer") which shall state the price and all other pertinent terms and conditions upon which it wishes to complete the Transfer and the transferring Participant shall have delivered a copy of the Third Party Offer to the other Participant together with its own offer to sell to the other Participant on the same terms and conditions (the "Offer"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, other Participant shall have 60 days from the date of the proposed transferOffer is delivered to it, to notify the proposed transfer transferring Participant whether it elects to acquire the Offered Interest at the price (in terms of a dollar amount) and on the other terms and conditions of set forth in the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the TransferorOffer. If the Partnership other Participant does not so elect the Transfer shall be consummated promptly after notice of such election is delivered by the transferring Participant. If the transferring Participant fails to purchase so elect, within the entire interestperiod provided for in this section, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners transferring Participant shall have 45 90 days after following the expiration of such 60-day period to purchase allconsummate the Transfer to a third Person at a price and on terms no less favourable than those offered in the Offer and in accordance with this Article 14. If the transferring Participant fails to consummate the Transfer to a third Person within the period set forth in this section, but not less than all, the right of the first refusal herein contained shall be deemed to be revived. Any subsequent proposal to Transfer its Participating Interest and an interest that the Partnership did not elect in this Agreement to purchase. Such purchase a third party by the Other Partners will transferring Participant shall be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed conducted in accordance with the terms procedures set forth in this section 14.2 and the balance of this Article 14. If the notice given transferring Participant transfers the Offered Interest pursuant to this section, it shall be released from all liabilities and obligations under this Agreement provided that the third Person delivers to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into remaining Participant an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical in writing covenanting to the limitations imposed be bound by this AgreementAgreement and the terms hereof in accordance with section 14.3 below.

Right of First Refusal. Except for transfers described in Section 6.4In the event that the Lessor receives from ---------------------- any third party, if during the Lease term, or any Person desires extension thereof, an acceptable bona fide offer to purchase the Property, or any portion thereof, the parties agree that Lessor may not sell or transfer any the Property (or portion thereof) to such third party without transmitting an offer (the "Offer") to Lessee with respect to the Property (or portion thereof) that Lessor proposes to transfer. The Offer transmitted to Lessee shall specify all of the interest in following: (a) Lessor's intention to transfer the Partnership owned by himProperty, or if any such interest becomes subject to an involuntary transfer such Person portion thereof; (the "Transferor"b) will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in transferee or transferees (the case of a sale, must be a bona fide prospective purchaser, "Transferee"); and (c) The price that the date of transferee proposes to pay the proposed transfer, Lessor for the proposed transfer price Property (in terms of a dollar amountor portion thereof) and the all other terms and conditions of the proposed transfer. For a period of 60 Within thirty (30) days after receipt of such noticethe Offer from Lessor, the Partnership Lessee may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interestProperty (or portion thereof) at the purchase price and on the terms and conditions as specified in the Offer, it shall notify by so notifying the Other Partners of the portion of the interest it did not elect to purchaseLessor, and the Other Partners sale to Lessee shall have 45 be closed by the parties within thirty (30) days after expiration Lessor's receipt of such 60-day period notice from Lessee. If the Lessee fails to elect to purchase allthe Property (or portion thereof) within the thirty (30) day period, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor then Lessor may transfer the remaining interest Property (or portion thereof) to the assignee. Any transfer must completed in accordance with Transferee; provided, however, that the terms of Lessor may not offer to sell the notice given Property (or portion thereof) to the Partnership. In addition, Persons Transferee or to whom any interest other party at a price and on terms more favorable than those offered to the Lessee unless the Lessee is transferred mustfirst given an offer to purchase at such favorable price and terms, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementprovided herein.

Right of First Refusal. Except for transfers described in Section 6.4(a) If a Member (the "Selling Member") receives a bona fide offer from an unrelated third party (the "Third Party Offeror") to purchase all or part of his or its Membership Interest (the "Offered Interest"), if any Person desires then such Selling Member shall be entitled to transfer any the Offered Interest to the Third Party Offeror only in accordance with this Section 12.03 and Section 12.08(a) hereof. (b) The Selling Member shall give all Members written notice by certified mail (the "Notice") of his or its intention to sell the Offered Interest. The Notice shall be accompanied by a copy of the written offer from the Third Party Offeror containing the terms of the proposed purchase. The Notice shall include the identity of the Third Party Offeror, the Membership Interest to be transferred, the purchase price and the terms of payment. In addition, the Notice shall constitute an offer by the Selling Member to sell his Offered Interest to the other Members in accordance with the provisions of this Section 12.03. (c) Within thirty (30) days from the date the Notice was postmarked, the nonselling Members shall hold a telephone or in-person conference (the "Meeting") to determine whether, and if so, the manner in which the Selling Member's offer will be accepted. The nonselling Members may accept the Selling Member's offer to sell to them the Offered Interest only if some combination of the nonselling Members purchases all of the interest in Offered Interest. At the Partnership owned Meeting, the following shall occur: (i) Each nonselling Member shall be entitled to purchase up to that portion of the Offered Interest determined by himmultiplying the Offered Interest by a fraction, or if any the numerator of which is the Voting Interest of such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership nonselling Member and the other Partners in writing (denominator of which is the "Other Partners")aggregate Voting Interests of all nonselling Members. The notice will set forth the name and address Each nonselling Member shall state what portion, if any, of the proposed transferee, who, in Offered Interest he or it elects to purchase pursuant to this subparagraph (i). (ii) In the case of a sale, must be a bona fide prospective purchaser, the date event that some of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does nonselling Members do not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest Offered Interest which they are entitled to purchase pursuant to (i) above (the "Unwanted Interest"), then the other nonselling Members shall then be entitled to purchase up to that amount of the then Unwanted Interest determined by multiplying the amount of the then Unwanted Interest by a fraction, the numerator of which is the Voting Interest of such other nonselling Member and the denominator of which is the aggregate Voting Interests of all such other nonselling Members. Each such other nonselling Member shall state what portion, if any, of the then Unwanted Interest he or it did elects to purchase pursuant to this subparagraph (ii). (iii) The provisions of subparagraph (ii) above shall be repeated until either (x) no portion of the Offered Interest remains as to which nonselling Members have not elect elected to purchase, or (y) no other nonselling Member chooses to purchase any additional portion of the remaining Unwanted Interest. (d) If the offer to sell all of the Offered Interest has been accepted by some combination of nonselling Members, then the nonselling Member that has elected to purchase the greatest amount of the Offered Interest shall give notice to the Selling Member and all other purchasing Members of a date for the closing of the purchase and sale. Such closing date shall be the thirtieth (30th) day (or first business day thereafter, if such thirtieth (30th) day falls on a non-business day) after the Meeting unless the Selling Member and all purchasing Members otherwise agree in writing. The price for the Offered Interest shall be paid upon the terms and conditions contained in the Notice. If the consideration offered by the Third Party Offeror involves property other than cash, the purchase and sale shall be made for cash in an amount equal to the equivalent value of the property offered. The equivalent value of the property shall be determined by written agreement between the Selling Member and the Other Partners shall have 45 days after expiration of purchasing Members. In the event that the Selling Member and the purchasing Members cannot reach agreement on the equivalent value prior to the closing date, such 60-day period equivalent value will be determined by two appraisers, one chosen by the Selling Member and one chosen by the purchasing Members. If the two appraisal values differ by ten percent (10%) or less (such percentage difference to purchase all, but not less than all, be computed by subtracting the lesser of the interest appraisal values from the greater of the appraisal values and dividing that difference by the greater of the appraisal values), then the equivalent value of the property shall equal the average of the two appraisal values. In the event that the Partnership did two appraisal values vary by more than ten percent (10%), a third appraiser shall be chosen by the first two, and he shall conduct an independent appraisal of the property. The three appraisals shall then be averaged, and if the average falls between the values stated by the first and second appraisers, then that value shall be the equivalent value. If the average of the three appraisals does not elect to purchasefall between the values stated by the first and second appraisers, all three appraisers must reappraise the property and the average of these three appraisals shall be the equivalent value of the property. Such The cost of all such appraisals shall be borne equally by (i) the Selling Member, and (ii) the purchasing Members, as a group. At the closing of any purchase by the Other Partners will be in proportion nonselling Members pursuant to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculationthis Section 12.03, the ownership interest owned purchasing Members shall deliver the consideration required by this Section 12.03, and the Transferor) unless they agree otherwise. If any Selling Member shall deliver evidence of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership Offered Interest. (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). e) If all of the remaining interest proposed to be transferred Offered Interest is not agreed to be purchased accepted by nonselling Members at the Other PartnersMeeting, then the Transferor Selling Member may transfer the remaining interest Offered Interest to the assignee. Any transfer must completed in accordance with Third Party Offeror pursuant to the terms of the notice given Third Party Offeror's written offer; provided, however, that if such transfer is not effected within sixty (60) days after the date on which the Selling Member became free to sell the Offered Interest to the Partnership. In additionThird Party Offeror, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (Selling Member and his or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical its remaining Membership Interest shall again be fully subject to the limitations imposed by provisions of this AgreementSection 12.03.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If a Member (the “Transferring Member”) shall desire to transfer all or any portion of its interest as a Member of the Company (the “Offered Membership Interest”) to any Person other than a Permitted Transferee or pursuant to a transaction that has been approved by all of the other Members pursuant to clause (e) of Section 12.1, pursuant to a bona fide written offer (a “Third-Party Offer”) for the purchase of such interest in exchange for a cash price payable entirely at closing, the Transferring Member shall deliver written notice (the “Offer Notice”) to each other Member (the “Offeree Members”) setting forth the Participating Percentage that the Transferring Member desires to transfer any or all and a copy of the interest Third-Party Offer. The Offer Notice shall constitute an offer (the “Offer”) by the Transferring Member to the Offeree Members to purchase the Offered Membership Interest in exchange for the price and on the terms set forth in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")Third-Party Offer. The notice will set forth Offeree Members shall have the name and address of the proposed transfereeright, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For for a period of 60 thirty (30) days after receipt of such noticethe Offer Notice is delivered, to accept the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest Offer in proportion to their interests Participating Percentages or in such other proportion as they may agree upon. The Offeree Members shall accept the Offer, if at all, by delivering of written notice setting forth such acceptance to the Transferring Member within the 30-day period described above. (b) If the Offeree Members, in the Partnership aggregate, accept the Offer with respect to the entire Offered Membership Interest, the purchase and sale of the Offered Membership Interest shall close not later than sixty (counting for this purpose only 60) days following the interests expiration of the 30-day period described in Section 12.3(a). At the closing, the Transferring Member shall deliver to those Offeree Members accepting the Offer an assignment of the Offered Membership Interest, free and clear of all liens and encumbrances. At the closing, the Offeree Members purchasing the Offered Membership Interest shall pay to the Transferring Member immediately available funds in the Partnership aggregate amount of the Other Partners who wish price set forth in the Third-Party Offer. (c) If the Offeree Members, in the aggregate, fail to purchase some or all of accept the interest Offer with respect to be transferredthe entire Offered Membership Interest within the 30-day period described in Section 12.3(a). If all of , then the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor Transferring Member may transfer the remaining interest Offered Membership Interest to the assigneePerson submitting the Third-Party Offer, at the price and on the terms set forth therein, without the consent of any other Member provided that (i) such transfer is completed within one hundred twenty (120) days following the expiration of the 30-day period described in Section 12.3(a); (ii) such transfer complies with the limitations set forth in clauses (v) through (y) of Section 12.2; and (iii) such transfer shall be subject to Article 13, if applicable. Any transfer must completed Person acquiring an interest in accordance the Company pursuant to this Section 12.3(c) shall not be a Member but shall be an assignee having the rights described in Section 12.7, until the provisions of Section 12.8 are satisfied with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition respect to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementPerson.

Right of First Refusal. (A) Except for transfers described in pursuant to Section 6.49 above, if at any Person time Founder desires to transfer sell for cash all or any or all part of the interest in the Partnership owned by him, or if any such interest becomes subject Founder's Shares pursuant to an involuntary transfer such Person a bona fide offer from a third party (the "TransferorProposed Transferee") will so notify the Partnership and the other Partners in writing ), Founder shall submit a written offer (the "Other PartnersOffer")) to sell Founder's Shares (the "Offered Shares") to the Purchasers on terms and conditions, including price, not less favorable to the Purchasers than those on which Founder proposes to sell such Offered Shares to the Proposed Transferee. The notice will set forth Offer shall disclose the name identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Founder's Shares owned by Founder, the terms and address conditions, including price, of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, that the date proposed buyer has been informed of the proposed transfer, the proposed transfer price (rights and obligations provided for in terms of a dollar amount) this Section 10 and the other terms Section 11 below and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect has agreed to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Offered Shares in accordance with the terms of the notice given this Agreement, and any other material facts relating to the Partnershipproposed sale. In additionThe Offer shall further state that the Purchasers may acquire, Persons in accordance with the provisions of this Agreement, all but not less than all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (B) Each Purchaser shall have the absolute right to whom purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Purchasers' Shares (as defined below) then owned by such Purchaser and the denominator of which shall be the aggregate number of Purchasers' Shares then owned by all of the Purchasers. For purposes of this Section 10, all of the securities of the Corporation which a Purchaser has acquired, or has the right to acquire from the Corporation, upon the conversion, exercise or exchange of any interest of the securities of the Corporation then owned by such Purchaser shall be deemed to be Purchasers' Shares then owned by such Purchaser. (The amount of Offered Shares that each Purchaser is transferred mustentitled to purchase under this Section 10(B) shall be referred to as its "Pro Rata Fraction"). (C) The Purchasers shall have a right of oversubscription such that if any Purchaser fails to accept the Offer as to its Pro Rata Fraction, the other Purchasers shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Purchaser by accepting the Offer as to more than its Pro Rata Fraction. If, as a condition result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Purchasers shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. In the event that the Purchasers in the aggregate shall not have elected in the manner set forth below to purchase all of the Offered Shares, the Purchasers shall not have the right to purchase any of the Offered Shares and the Founder shall have the right to sell the Offered Shares in accordance with Section 10(E) below. (D) If the Purchasers, in the aggregate, desire to purchase all of the Offered Shares, such Purchaser(s) shall communicate in writing their election to purchase to Founder, which communication shall state the number of Offered Shares each Purchaser desires to purchase (which shall in the aggregate be equal to all the Offered Shares) and shall be given to Founder within thirty days of the date the Offer was made. Such communication shall, 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 Offered Shares (subject to the aforesaid limitations as to a Purchaser's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Purchasers pursuant to this Section 10 shall be made at the offices of the Corporation on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by Founder's delivery to each purchasing Purchaser of a certificate or certificates evidencing the Offered Shares to be purchased by it, free and clear of any liens, claims or encumbrances of any kind (other than pursuant to this Agreement), duly endorsed for transfer to such transferpurchasing Purchaser and with any requisite stock transfer stamps attached, enter into an agreement with against payment to Founder of the parties hereto purchase price therefor by such purchasing Purchaser. (or E) If the Purchasers do not purchase all parties except of the transferor) setting forth restrictions on transfer Offered Shares, the Offered Shares may be sold by Founder at any time within six months after the date the Offer was made, subject to Section 11 below and the other provisions for repurchase identical of this Agreement. Any such sale shall be to the limitations imposed by Proposed 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. Any Offered Shares not sold within such six-month period shall continue to be subject to the requirements of a prior offer pursuant to this AgreementSection 10.

Right of First Refusal. Except for transfers described in Section 6.4If at any time on or after April 1, if any Person 2009, an Algatec Stockholder desires to transfer sell for cash or cash equivalents all or any portion of his or its Algatec Shares pursuant to a bona fide offer from a third party who is not an Affiliate (for the purposes of this Section 9(f), the “Proposed Transferee”), such selling Algatec Stockholder shall submit a written offer (the “Offer”) to sell such Algatec Shares (the “Offered Shares”) to all other Algatec Stockholders (collectively, the “Offerees”) on terms and conditions, including price, no less favorable to the Offerees than those on which the selling Algatec Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Algatec Shares owned by the selling Algatec Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. Notwithstanding the foregoing: (i) if the selling Algatec Stockholder shall be a Management Stockholder, the right of first refusal contained in this Section 9(f) and the Offered Shares shall first be offered to the other Management Stockholders, on a pro rata basis, as Offerees, and then to the Partnership or its partners to the extent that all of the interest in Offered Shares are not purchased by the other Management Stockholders; and (ii) if the selling Algatec Stockholder shall be the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other General Partner or one or more Limited Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date right of the proposed transfer, the proposed transfer price (first refusal contained in terms of a dollar amountthis Section 9(f) and the Offered Shares shall first be offered to the Partnership or other terms partners (General Partner and conditions Limited Partners) of the proposed transfer. For Partnership, on a period of 60 days after receipt of such noticepro rata basis, as Offerees, and then to the Partnership may purchase some or Management Stockholders on a pro-rata basis, to the extent that all of the offered interest by giving written notice to the Transferor. If the Partnership does Offered Shares are not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, Partnership or the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms other partners of the notice given to the Partnership. In additionNotwithstanding the foregoing, Persons the rights of refusal provided in this Section 9(f) shall not apply with respect to: (i) the transactions contemplated by the Stock Exchange Agreement; (ii) the occurrence of any Liquidity Event, or (iii) any redemption of Algatec Shares or sales of Algatec Shares by an Algatec Stockholder to whom Algatec in a transaction approved by the Algatec Management Board and the Algatec Supervisory Board (including the Partnership’s representatives on the Algatec Supervisory Board); or (iv) any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto Permitted Transfer; or (v) any sales or all parties except the transferor) setting forth restrictions on transfer and issuances of Algatec Shares or other provisions for repurchase identical to the limitations imposed Algatec equity securities by this AgreementAlgatec.

Right of First Refusal. Except for transfers described Any Ordinary Partner (the "Selling Partner") wishing to sell or dispose of all its Units in Section 6.4, if any Person desires the Partnership shall first offer to transfer any or all of the interest Partners which are not the Selling Partner (collectively, the "Purchasing Partners") the right to purchase the Selling Partner's Units in accordance with the following provisions: (a) If the Selling Partner receives a bona fide arm's-length offer to purchase (hereinafter called the "Offer") all of the Selling Partner's Units, which Offer the Selling Partner has accepted subject to a condition precedent to the obligations of the Selling Partner (which may not be waived) to comply with the provisions of this Agreement (including the provisions of this Section 13.2), the Selling Partner shall give a notice (the "Sale Notice") concurrently to each of the Purchasing Partners. (b) For the purposes of Subsection 13.2(a), the Offer shall be deemed not to be bona fide unless: (i) it is an offer to purchase all of the Selling Partner's Units not made in conjunction with other transactions, and the purchaser thereunder (the "Purchaser") agrees to be bound by the provisions of this Agreement; (ii) the purchase price for the Selling Partner's Units (the "Offer Price") is payable in cash on the closing of such sale and there must be no direct or indirect supplementary consideration; and (iii) the Offer is made by a principal identified in the Offer and not by an agent or nominee thereof, which principal shall be at arms-length with the Selling Trust; and (iv) it has a definitive closing date within one hundred twenty (120) days of the Sale Notice. (c) The Sale Notice shall include an offer to sell (the "Sale Offer") to the Purchasing Partners the Selling Partner's Units at the Offer Price and subject to the same terms and conditions as set forth in the Offer, and the Selling Partner shall deliver with the Offering Notice: (i) a true copy of the Offer; (ii) the names of the principal shareholders (if available) the officers and directors of the Purchaser; (iii) any other information with respect to the financial capacity of the Purchaser in the possession of the Selling Partner; and (iv) a statement that there is no direct or indirect supplementary consideration and that the Offer is not made as a part of or in connection with any other transaction; (d) Each of the Purchasing Partners may elect to accept the offer contained in the Sale Notice by written notice to the Selling Partner to purchase such Purchasing Partner's pro rata share of the Selling Partner's Units at the Offer Price, based on the Purchasing Partners' respective Partnership Interests in the Partnership owned by himas at the date of the Sale Offer, or if any such interest becomes subject to an involuntary transfer such Person within the period (the "TransferorOffer Period") will so notify specified in the Partnership and Offering Notice, which Offer Period shall be not less than 21 days nor more than 45 days from receipt of the other Sale Notice by the Purchasing Partners in writing (the "Other PartnersAcceptance Notice"). The notice will set forth Acceptance Notice shall also include the name and address additional number of the proposed transfereeSelling Partner's Units in excess of such pro rata share that the Purchasing Partner would be prepared to acquire at the Offer Price. (e) If all of the Purchasing Partners elect to accept the Offer within the Offer Period, whothen the Selling Partner shall sell its Units to all such Purchasing Partners on the basis of their respective Partnership Interests for a purchase price equal, in aggregate, to the case Offer Price. (f) If some but not all of a salethe Purchasing Partners determine to provide an Acceptance Notice, must then the unclaimed Units shall be a bona fide prospective purchaserapplied to satisfying the claims of the Purchasing Partners for Units in excess of their proportions, and if the claims in excess are more than sufficient to exhaust such unclaimed Units, the unclaimed Units shall be divided among the Purchasing Partners desiring excess Units pro rata in accordance with their respective Partnership Interests as at the date of the proposed transferSale Offer so that no Purchasing Partner shall be bound to take a greater quantity of Units than the number set out in his Acceptance Notice. If, after giving effect to any such allocation of any unclaimed Units, there shall remain any unsatisfied claims for Units and any unclaimed Units, then such allocation of unclaimed Units shall be repeated until all unclaimed Units have been allocated to Purchasing Partners. (g) In the proposed transfer price (in terms of a dollar amount) and the other terms and conditions event that none of the proposed transfer. For a period of 60 days Purchasing Partners provide an Acceptance Notice, or in the event that after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to foregoing provisions of this Section 13.2 have been complied with and the Transferor. If the Partnership does result is that some but not elect to purchase the entire interest, it shall notify the Other Partners all of the portion of Selling Partner's Units are desired to be acquired by the interest it did not elect to purchasePurchasing Partners, and then the Other Purchasing Partners shall have 45 days after expiration of such 60-day period no right to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If acquire any of the Other Partners declines Selling Partner's Units and the Selling Partner shall thereafter be entitled to purchase his proportion of such interest, complete the remaining Other Partners may purchase such interest in proportion to their interests in transaction with the Partnership Third Party Purchaser contemplated by the Offer. (counting for this purpose only the interests in the Partnership h) A sale of the Other Partners who wish Selling Partner's Units to purchase some the Purchasing Partner shall be completed on or all before the 30th day following the date of the interest latest Acceptance Notice. Such transaction shall be completed on the basis that a Purchasing Partner shall pay cash to be transferred). If all the Selling Partner for the Units being acquired by such Purchasing Partner, and upon completion of the remaining interest proposed to be transferred is not agreed to be purchased acquisition of the Units by such Purchasing Partner, such Purchasing Partner shall formally notify the Other Partners, Managing Partner of the Transferor completion of the acquisition in order that the Managing Partner may transfer the remaining interest to the assignee. Any transfer must completed in accordance comply with the terms provisions of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this AgreementPart 3 hereof.

Right of First Refusal. Except for transfers described in Section 6.4(a) Until the occurrence of a Strategic Event, if whenever and as often as any Person desires to transfer any or all of the interest Management Stockholders or any of the Transferees (other than Public Transferees) of such persons (each, a "Selling Stockholder") shall desire to Dispose of any Securities pursuant to a bona fide offer for the purchase or other acquisition thereof in a private transaction with a person or entity not an Affiliate of the Partnership owned by himSelling Stockholder, or if any such interest becomes subject to an involuntary transfer such Person the Selling Stockholder shall give written notice (the "TransferorNotice") will so notify to ▇▇▇▇▇▇ and to the Partnership secretary of the Corporation to such effect, enclosing a copy of such bona fide offer (it being agreed that the Selling Stockholder shall cause any such offer to be reduced to a writing between the Selling Stockholder and the other Partners prospective acquirer) and specifying the number of Securities which the Selling Stockholder desires to Dispose of (collectively, the "Seller's Shares"), the name of the person or entity to whom the Selling Stockholder desires to make such Disposition and the dollar value of the consideration which has been offered in writing connection therewith. Upon receipt of the Notice, ▇▇▇▇▇▇ shall have the first right and option (the "Other PartnersRight of First Refusal"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that Seller's Shares, at a purchase price equal to the Partnership did not elect to purchase. Such purchase dollar value of such consideration (in the event such consideration includes non-cash consideration, the dollar value of such non-cash consideration shall be determined by an independent third-party who shall be mutually agreed upon by ▇▇▇▇▇▇ and the transferring Management Stockholder, whose good faith determination shall be conclusive and whose reasonable fees and expenses shall be paid by the Other Partners will be Corporation) exercisable for a period of ten (10) days from the later of the date of receipt by ▇▇▇▇▇▇ of the Notice or the date of receipt of the independent third-party determination of value, if any, contemplated by this sentence (the "Notice Period"). In the event that such offer includes consideration payable other than in proportion cash, in connection with the exercise of the Right of First Refusal hereunder, ▇▇▇▇▇▇ may pay the non-cash portion of the purchase price hereunder by paying the cash equivalent of such non-cash consideration, as so determined in good faith by such independent third-party. Failure of ▇▇▇▇▇▇ to respond to the ownership interest in Notice within the Partnership owned Notice Period shall constitute a notification to the Selling Stockholder of ▇▇▇▇▇▇'▇ decision not to exercise the Right of First Refusal under this Section 3(a). (b) ▇▇▇▇▇▇ shall exercise the Right of First Refusal, if at all, by such Other Partners (omitting, for purposes of such calculation, giving written notice to the ownership interest owned by Selling Stockholder and the Transferor) unless they agree otherwise. If any secretary of the Other Partners declines to purchase his proportion Corporation not later than the close of such interest, business on the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership final day of the Other Partners who wish to purchase some Notice Period (or all if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the interest election to be transferred). If all exercise the same and the date (not later than five (5) business days after the expiration of the remaining interest proposed to be transferred is not agreed Notice Period) upon which payment of the purchase price for the Seller's Shares to be purchased by ▇▇▇▇▇▇ shall be made. The Selling Stockholder shall cause to be delivered to ▇▇▇▇▇▇ at ▇▇▇▇▇▇'▇ principal executive office, on the Other Partnerspayment date specified in such notice, the Transferor may certificate or certificates representing the Seller's Shares to be purchased by ▇▇▇▇▇▇, properly endorsed for transfer, together with all necessary transfer and documentary stamps affixed thereto and together with a certificate signed by the remaining interest Selling Stockholder or the personal representative or executor of the estate of the Selling Stockholder to the assigneeeffect that the Securities being transferred are free and clear of all liens, encumbrances or rights of third parties of every nature whatsoever, against payment of the purchase price therefor by ▇▇▇▇▇▇. (c) If all the Seller's Shares are not purchased by ▇▇▇▇▇▇ in accordance with this Section 3, the Selling Stockholder (i) shall not be required to sell any of the Seller's Shares to ▇▇▇▇▇▇ and (ii) may, during the 90-day period commencing on the expiration of the Right of First Refusal, sell all (but not less than all) of the Seller's Shares to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, free of the restrictions contained in this Section 3 (but subject to the other terms and conditions hereof). (d) Any attempted Disposition or issuance of securities other than in accordance with this Agreement (other than involuntary transfers or transfers by operation of law), including, without limitation, in violation of this Section 3 or Section 6 hereof, shall be null and void and the Corporation shall refuse to recognize any such Disposition or issuance and shall not reflect on its records any change in the record ownership of any securities, as applicable, pursuant to any such Disposition or issuance. (e) Notwithstanding the foregoing, if a Strategic Event has occurred, the Right of First Refusal shall cease. Any transfer must completed However, if after the occurrence of a Strategic Event, a Selling Stockholder desires to Dispose of Securities pursuant to a bona fide offer for the purchase or other acquisition thereof in a private transaction with a person or entity not an Affiliate of the Selling Stockholder, the Selling Stockholder shall deliver the Notice containing the information prescribed by Section 3(a) to ▇▇▇▇▇▇ and the secretary of the Corporation. Upon receipt of such Notice, ▇▇▇▇▇▇ shall be given the opportunity for a period of ten (10) days from the date of receipt of the Notice (the "Competing Offer Period"), to make an offer (the "Competing Offer") to purchase the Seller's Shares. Upon receipt by the Selling Stockholder of any Competing Offer, the Selling Stockholder shall notify ▇▇▇▇▇▇, within five (5) business days after the expiration of the Competing Offer Period, that the Selling Stockholder intends to accept the Competing Offer. Failure of the Selling Stockholder to respond to the Notice within the Notice Period shall constitute a rejection of the Competing Offer. In the event that the Selling Stockholder accepts the Competing Offer, ▇▇▇▇▇▇ shall purchase the Seller's Shares in accordance with the terms procedures set forth in Section 3(b) above. If ▇▇▇▇▇▇ fails to make a Competing Offer to the Selling Stockholder within the Competing Offer Period, the Selling Stockholder may Dispose of the notice given Seller's Shares, in accordance with and subject to clause 3(b)(ii) above. For purposes of this Section 3, a Strategic Event shall have occurred if (x) a Strategic Entity, in a single transaction, purchases Common Stock or other equity securities of the Partnership. In additionCorporation for at least U.S. $6,000,000 or (y) the Corporation shall have achieved during any twelve-month trailing period at least U.S. $30,000,000 of gross revenues as determined in accordance with generally accepted accounting principles ("GAAP") and as reflected in the financial statements of the Corporation. (f) Notwithstanding the foregoing, Persons the provisions of this Section 3 shall not apply and ▇▇▇▇▇▇ shall have no rights under this Section 3, with respect to whom a sale of any interest Securities by any of the Management Stockholders or any Transferees of any of them in a block trade, to a market maker for the Securities or in an open market transaction, whether such open market transaction is transferred musteffected pursuant to Rule 144 of the Securities Act or otherwise (the Transferee of Securities in a block trade, as sale to a condition to such transfermarket maker or an open market transaction, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementhereinafter, a "Public Transferee").

Right of First Refusal. Except for transfers described in Section 6.4(a) If, if at any Person desires time after the second anniversary of the date hereof and prior to transfer the date the Company's equity is Actively Publicly Traded, any Stockholder or group of Stockholders, or any Lucent Holder or group of Lucent Holders (collectively, the "SELLING STOCKHOLDER") receives a bona fide offer to purchase any or all of its Securities or Lucent Securities, as the interest case may be (each, an "OFFER"), from any other Person (which may include another Stockholder or Lucent Holder) (an "OFFEROR") which the Selling Stockholder wishes to accept, the Selling Stockholder shall cause such Offer to be reduced to writing and such Selling Stockholder (other than any Lucent Holder or group of Lucent Holders) shall promptly notify each of the other Odyssey Holders, PF Telecom Holders, ▇▇▇▇ Holders and the Odyssey Co-Investor Holders, in the Partnership owned by himeach case, or if any such interest becomes subject to an involuntary transfer such Person that are not Offerors (the "TransferorOFFEREE STOCKHOLDERS") will so and such Selling Stockholder (whether or not a Lucent Holder or Group of Lucent Holders) shall promptly notify the Partnership and the other Partners Company in writing of its wish to accept such Offer (the "Other PartnersSELLER'S NOTICE"). The notice will set forth Selling Stockholders may, for purposes of determining the name and address recipients of the proposed transfereeSeller's Notice, whorely upon a list of securityholders provided by the Company (which the Company shall provide to any requesting securityholder promptly upon request). The Seller's Notice shall contain an irrevocable offer to sell to (i) the Offeree Stockholders, if the Selling Stockholder is any Person other than a Lucent Holder or a group of Lucent Holders, or (ii) the Company, if the Selling Stockholder is a Lucent Holder or a group of Lucent Holders, in the manner set forth below such Securities or Lucent Securities, as the case of may be (the "OFFERED SECURITIES"), at a salepurchase price equal to the price contained in, must be a bona fide prospective purchaser, and on the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other same terms and conditions of, such Offer (provided, that if the Offer includes any consideration other than cash, then at the sole option of the proposed transfer. For Offeree Stockholders (or the Company, if the Selling Stockholder is a period Lucent Holder or a group of 60 days after Lucent Holders), such offer shall be deemed be made at the equivalent all-cash price, determined in good faith by the Selling Stockholders) (the "OFFER PRICE"), and shall be accompanied by a true copy of such Offer (which shall identify the Offeror thereof). (b) Upon receipt of such noticethe Seller's Notice, the Partnership may purchase some Offeree Stockholders (or all the Company, if the Selling Stockholder is a Lucent Holder or group of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners Lucent Holders) shall have 45 days after expiration of such 60-day period the irrevocable and exclusive option to purchase buy all, but not less than all, of the interest Offered Securities for cash at the Offer Price on the terms and subject to the conditions of Section 7(c). (c) The provisions of this Section 7(c) shall apply only if the Selling Stockholder is a Person other than a Lucent Holder or group of Lucent Holders. (i) Promptly upon receipt of the Seller's Notice (but in no event later than five business days thereafter), the Company shall deliver to each Offeree Stockholder a notice (the "INITIAL COMPANY NOTICE") stating the number of Offered Securities that such Offeree Stockholder would have the option to purchase under Section 7(c), which number shall in each case be calculated as the product of (1) the number of Offered Securities, times (2) a fraction, the numerator of which shall be the number of Equivalent Shares represented by the Securities owned by such Offeree Stockholder and the denominator shall be the number of Equivalent Shares represented by the Securities owned by all Offeree Stockholders (the "PROPORTIONATE SHARE"). Within ten (10) business days of receipt of the Initial Company Notice, each Offeree Stockholder who elects to participate shall deliver to the Company a written notice stating its election to participate and the maximum number of shares (up to all the Offered Securities) that it is willing to purchase, and such notice shall constitute an irrevocable commitment to purchase such shares, if any, as are allocated to such Offeree Stockholder pursuant to Section 7(c), up to such maximum number of shares. (ii) To the extent that any Offeree Stockholder has indicated that it will not fully subscribe for its Proportionate Share of the Offered Securities, the Company shall allocate all such shares not subscribed for to the Offeree Stockholders who have subscribed for more shares than their Proportionate Share (the "FULLY PARTICIPATING STOCKHOLDERS") in the proportion that the Partnership did not elect number of Equivalent Shares represented by the Securities each owns bears to purchasethe total number of Equivalent Shares represented by the Securities owned by all such Fully Participating Stockholders. Such If the number of shares so allocated to a Fully Participating Stockholder exceeds the maximum number of shares that it has indicated in its notice to the Company it is willing to subscribe for, then the Company shall allocate any excess over such maximum among all Fully Participating Stockholders who have subscribed for a maximum number of shares which exceeds the number of shares allocated to them pursuant to the preceding sentence, in the proportion that their respective holdings bear to the total number of Equivalent Shares represented by the Securities owned by all such Stockholders, and the Company shall follow this procedure, if necessary, until all shares available for purchase by the Other Partners will be in proportion Offeree Stockholders have been allocated to the ownership interest in the Partnership owned by such Other Partners them. (omitting, for purposes of such calculation, the ownership interest owned by the Transferoriii) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed Offered Securities have not been subscribed for (the "EXCESS SHARES") pursuant to the procedures set forth in Section 7(c)(ii), the Company shall deliver to each Offeree Stockholder a notice stating that all of the Offered Securities have not been subscribed for and the additional number of Offered Securities that such Offeree Stockholder will have the option to purchase under this Section 7(c)(iii), which number shall in each case be transferred is not agreed to calculated as the product of (1) the number of Excess Shares, times (2) a fraction, the numerator of which shall be purchased the number of Equivalent Shares represented by the Other Partners, Securities owned by such Offeree Stockholder and the Transferor may transfer denominator shall be the remaining interest number of Equivalent Shares represented by the Securities owned by all Offeree Stockholders. If the number of Excess Shares so allocated to a Offeree Stockholder exceeds the maximum number of Excess Shares that it has indicated in its notice to the assigneeCompany it is willing to subscribe for, then the Company shall allocate any excess over such maximum among all Offeree Stockholders who have subscribed for a maximum number of Excess Shares which exceeds the number of Excess Shares allocated to them pursuant to the preceding sentence, in the proportion that their respective holdings bear to the total number of Equivalent Shares represented by the Securities owned by all such Stockholders, and the Company shall follow this procedure, if necessary, until all shares available for purchase by the Offeree Stockholders have been allocated to them. Any transfer must completed in accordance with If, following the terms completion of the procedures set forth in this clause (iii), all of the Offered Securities have not been subscribed for, then the Selling Stockholder shall have the rights set forth in Section 7(e). (d) The Company shall, within 30 days of the Seller's Notice, notify the Selling Stockholder and each Offeree Stockholder in writing concerning the final allocation of the Offered Securities subject to options pursuant to Section 7(c) or, if the Selling Stockholder is a Lucent Holder or a group of Lucent Holders, concerning whether the Company elects to exercise its rights under Section 7(b) (the "FINAL COMPANY NOTICE"). Such notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to Selling Stockholder shall be deemed the irrevocable exercise of such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions options on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementbehalf of each purchaser named therein.

Right of First Refusal. Except for transfers described in (a) Subject to Section 6.46.10 hereof, if at any time following the Effective Date, any Limited Partner desiring to Dispose of all or any part of its Interest to any Person desires to transfer any or all of the interest in the Partnership owned by him, or if any such interest becomes subject to other than an involuntary transfer such Person Affiliate (the "TransferorDisposing Partner") will so shall first have received a written offer from the prospective purchaser, and, as a condition precedent to its right to Dispose of the Interest, the Disposing Partner shall notify the Partnership General Partner and the other Limited Partners in writing (the "Other Partners")of its intention to Dispose of all or a specified part of its Interest. The notice will set shall be in writing setting forth in detail the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) purchaser and the other terms and conditions of the proposed transferDisposition (the "Sale Notice") and shall offer to Dispose of such Partner's Interest at the same price and on the same terms and conditions ("Third Party Terms"). For a period of 60 The Partners and their designated Affiliates (each an "Offeree Partner"), shall have the right to purchase the Interest on the Third Party Terms within thirty (30) days after receipt the delivery of such notice, the Sale Notice to the Partnership may purchase some or all of (the offered interest by giving written notice to "Notice Period"). In the Transferor. If event the Partnership does Offeree Partners do not elect to purchase the entire interestInterest offered by the Disposing Partner on the Third Party Terms, it then the Disposing Partner shall notify the Other Partners be free to Dispose of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed Interest in accordance with the terms set out in the Sale Notice, subject to the other terms of this Agreement, including Section 6.04 hereof, which shall apply to any transferee. If such Disposition does not occur within thirty (30) days after termination of the notice given Notice Period, the Disposing Partner shall be required to again comply with all the Partnership. In additionprovisions of this Section 6.05. (b) If any Third Party Terms contemplate that all or any part of the purchase price for the proposed Disposition of an Interest will be paid in any form other than cash, Persons the fair market value of the offer shall be an amount (in U.S. dollars) determined as follows: (i) cash payable at closing shall be valued at the amount thereof in U.S. dollars, (ii) a security trading on a public market and for which published trading prices are readily available shall be valued at its closing sales price (or if a sales price is not available at the average of its closing bid and asked prices) on the last Business Day preceding the date of the offer with respect to whom any interest is transferred mustsuch offer, and (iii) a security not described in clause (ii) or other property, including cash payable in one or more installments, shall be valued at its fair market value on the last Business Day preceding the date of the offer, as determined by a condition majority vote of the Partners who are not Disposing Partners, which determination shall be binding upon the Partners for purposes of determining the fair market value of the offer. If the non-Disposing Partners, by majority vote, are unable or unwilling to such transferagree on the fair market value of the offer, enter into the General Partner shall select an agreement with independent appraiser to determine the parties hereto (or all parties except fair market value of the transferor) setting forth restrictions on transfer and other provisions offer, which determination shall be binding upon the Partners for repurchase identical to purposes of determining the limitations imposed by this Agreementfair market value of the offer.

Right of First Refusal. Except for transfers described in Section 6.4, (a) The Excelsior Entities shall ensure that if an Excelsior Project Entity or any of its Affiliates receives a bona fide written offer that it is willing to accept (a “Third Party Offer”) from any Person desires dealing at arm’s length with such Excelsior Project Entity to transfer any enter into a ROFR Entitlement Agreement in or all with reference to Minerals or Other Minerals extracted from ore which originates within the Stream Area (the “Offered Interest”), the recipient of such Third Party Offer may only accept the Third Party Offer conditional on and subject to this right of first refusal. The Excelsior Entities shall ensure that the recipient entity promptly gives notice of the interest in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Third Party Offer (the "Transferor"“Notice of Offer”) will so notify to the Partnership Purchaser and the other Partners in writing (the "Other Partners"complies with this Section 6.1(a). The notice will set forth Notice of Offer must contain a copy of the Third Party Offer and disclose the identity of the Person making the Third Party Offer (including the name and address of any corporate or economic group to which it may belong to the extent within the knowledge of the proposed transfereeSeller, whoafter due inquiry) (the “Third Party Offeror”). If the Third Party Offer provides for any non-cash consideration to be paid to such recipient entity in respect of the Offered Interest, the Notice of Offer must specify such recipient entity’s good faith estimate of the cash equivalent value of such non-cash consideration. In addition, the Excelsior Entities shall ensure that such recipient entity concurrently provides to the Purchaser copies of any material written information provided to the Third Party Offeror in respect of the Offered Interest. If the Offered Interest is being offered for sale to the Third Party Offeror together with or in conjunction with other assets of such recipient entity, the Purchaser will, in accordance with Section 6.1(b), be entitled to purchase only the case Offered Interest, and the Notice of a sale, Offer must be a bona fide prospective purchaser, the date specify such recipient entity’s good faith estimate of the proposed transfercash equivalent value being offered by the Third Party Offeror for the Offered Interest. If the Purchaser does not agree with any one or more of the foregoing estimates (a “Valuation Dispute”) such estimate shall conclusively be determined within thirty (30) days by a firm of chartered accountants appointed by such recipient entity and acceptable to the Purchaser, the proposed transfer price (in terms of a dollar amount) acting reasonably, and the other terms and conditions of the proposed transfer. For a period of 60 days after receipt costs of such noticedetermination shall be borne equally by the Purchaser and the Excelsior Entities. Within five (5) Business Days of receiving such determination, the Partnership may purchase some such recipient entity shall elect to either accept or all of the offered interest reject such determination by giving providing written notice to the TransferorPurchaser (failing which such recipient entity shall be deemed to have rejected such determination). If such recipient entity elects to accept such determination in accordance with the Partnership does not elect foregoing, such determination shall be binding upon such recipient entity and the Purchaser, in which case all time periods referred to purchase in Section 6.1(b) shall be extended by the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect time taken to purchaseobtain such final determination and make such election, and the Other Partners Notice of Offer shall be deemed to be amended accordingly. If such recipient entity elects (or is deemed to have elected) to reject such determination in accordance with the foregoing, then the Purchaser shall have 45 days after expiration no further rights with respect to the Offered Interest, and the recipient entity will not be permitted to complete the transaction contemplated 38821-2007 25879515.13 by the Third Party Offer (a “Third Party Offer Termination Event”), and the rights of the Parties pursuant to this Section 6.1 will continue in respect of any subsequent Third Party Offer received by an Excelsior Project Entity or any of its Affiliates. Upon the Notice of Offer being given, and provided that a Valuation Dispute has not occurred, or if a Valuation Dispute has occurred, such 60-day period Valuation Dispute has been resolved without resulting in a Third Party Offer Termination Event, the Purchaser will have the right to purchase all, but not less than all, of the interest that Offered Interest at the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest price contained in the Partnership owned by such Other Partners Notice of Offer (omittingthe “ROFR Consideration”), for purposes of such calculationand otherwise upon the same terms and conditions as are contained in the Third Party Offer, mutatis mutandis. (b) If the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines Purchaser desires to exercise its right to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest Offered Interest as contemplated by Section 6.1(a), the Purchaser will give notice of such desire (the “ROFR Exercise Notice”) to be transferred)such recipient entity within thirty (30) days of having been given the Notice of Offer. If all The giving of the remaining interest proposed ROFR Exercise Notice shall initiate a thirty (30) calendar day period during which the Purchaser and the recipient entity shall negotiate expeditiously and in good faith to agree definitive documentation with respect to a legally binding agreement between the Purchaser and such recipient entity for the sale to the Purchaser of the Offered Interest in accordance with the terms set out in the Third Party Offer (provided that the purchase price will be transferred is not agreed the ROFR Consideration) which sale transaction will be completed on the date provided in such definitive documentation (or on such other date as such Purchaser and such recipient Excelsior Entity shall agree) by delivery of the Offered Interest by such recipient entity to be purchased the Purchaser against payment by the Other PartnersPurchaser to such recipient entity of the ROFR Consideration by bank wire transfer, certified cheque or bank draft. Any dispute between the Parties with respect to compliance with, or any failure to agree on definitive documentation as contemplated by this Section 6.1(b) shall be resolved in accordance with Section 13.6. (c) If the Purchaser does not give the ROFR Exercise Notice in accordance with the provisions of Section 6.1(b), the Transferor right of the Purchaser to purchase the Offered Interest will terminate and such recipient entity may transfer sell all, but not less than all, of the remaining interest Offered Interest to the assignee. Any transfer must completed Third Party Offeror in accordance with the terms of the notice given Third Party Offer at any time within ninety (90) days after the expiry of the thirty (30) calendar day period specified in Section 6.1(b). If the Offered Interest is not so sold within such ninety (90) calendar day period on such terms, the rights of the Parties pursuant to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement this Section 6.1 will again take effect with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementrespect thereto.

Right of First Refusal. Except for transfers described No stockholder shall sell, assign, pledge, or in Section 6.4any manner transfer any of the shares of common stock, if of the corporation or any Person right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this bylaw: (i) If the stockholder desires to sell or otherwise transfer any or all of his shares of common stock, then the interest in stockholder shall first give written notice thereof to the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")corporation. The notice will set forth the shall name and address of the proposed transferee, who, in transferee and state the case number of a sale, must shares to be a bona fide prospective purchaser, the date of the proposed transfertransferred, the proposed transfer price (in terms of a dollar amount) consideration, and the all other terms and conditions of the proposed transfer. . (ii) For a period of 60 thirty (30) days after following receipt of such notice, the Partnership may purchase some or all of corporation shall have the offered interest by giving written notice to the Transferor. If the Partnership does not elect option to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, all (but not less than all, ) of the interest shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the Partnership did provisions of this Section 46, the price shall be deemed to be the fair market value of the stock at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d). (iii) The corporation may assign its rights hereunder. (iv) In the event the corporation and/or its assignee(s) elects to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice. (v) In the event the corporation and/or its assignees(s) do not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or acquire all of the interest shares specified in the transferring stockholder’s notice, said transferring stockholder may, within the sixty-day period following the expiration of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be transferred)subject to the provisions of this bylaw in the same manner as before said transfer. (vi) Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this bylaw: a. A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian, executor, administrator, or personal representative for the account of such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general of limited partner(s) of such partnership. If all “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the remaining interest proposed to be transferred is not agreed to be purchased by stockholder making such transfer; or any trust, family limited partnership, or limited liability company established for estate planning purposes, in any case for the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms benefit of the notice given to the Partnership. In additionspouse, Persons to whom any interest is transferred mustparents, as a condition to children, grandchildren, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law of such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementnatural person.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If a Member (the “Transferring Member”) shall desire to transfer all or any portion of its interest as a Member of the Company (the “Offered Membership Interest”) to any Person other than a Permitted Transferee or pursuant to a transaction that has been approved by all of the other Members pursuant to clause (e) of Section 12.1, pursuant to a bona fide written offer (a “Third-Party Offer”) for the purchase of such interest in exchange for a cash price payable entirely at closing, the Transferring Member shall deliver written notice (the “Offer Notice”) to each other Member (the “Offeree Members”) setting forth the Participating Percentage that the Transferring Member desires to transfer any or all and a copy of the interest Third-Party Offer. The Offer Notice shall constitute an offer (the “Offer”) by the Transferring Member to the Offeree Members to purchase the Offered Membership Interest in exchange for the price and on the terms set forth in the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners")Third-Party Offer. The notice will set forth Offeree Members shall have the name and address of the proposed transfereeright, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other terms and conditions of the proposed transfer. For for a period of 60 thirty (30) days after receipt of such noticethe Offer Notice is delivered, to accept the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest Offer in proportion to their interests Participating Percentages or in such other proportion as they may agree upon. The Offeree Members shall accept the Offer, if at all, by delivering of written notice setting forth such acceptance to the Transferring Member within the 30-day period described above. (b) If the Offeree Members, in the Partnership (counting for this purpose only aggregate, accept the interests in Offer with respect to the Partnership entire Offered Membership Interest, the purchase and sale of the Other Partners who wish to purchase some or all Offered Membership Interest shall close not later than sixty (60) days following the expiration of the interest to be transferred30-day period described in Section 12.3(a). If all At the closing, the Transferring Member shall deliver to those Offeree Members accepting the Offer an assignment of the remaining interest proposed to be transferred is not agreed to be purchased by Offered Membership Interest, free and clear of all liens and encumbrances. At the Other Partnersclosing, the Transferor may transfer Offeree Members purchasing the remaining interest Offered Membership Interest shall pay to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreement.the

Right of First Refusal. Except for transfers described 33.01 If a party (hereinafter in Section 6.4, if this paragraph referred to as the "OWNER"): (a) receives a bona fide offer from an independent third party (the "PROPOSED PURCHASER") dealing at arm's length with the Owner to purchase all or any Person desires to transfer any or part all of the Owner's Interest or its interest in this Agreement (which for certainty shall include the Partnership owned by himOwner's right to receive Net Production Returns), which offer the Owner desires to accept; or (b) intends to sell all or if any such part of its Interest or its interest becomes subject to an involuntary transfer such Person in this Agreement, the Owner shall first offer (the "TransferorOFFER") will so notify the Partnership and such interest in writing to the other Partners in writing (party upon terms no less favourable than those offered by the "Other Partners")Proposed Purchaser or intended to be offered by the Owner, as the case may be. The notice will set forth Offer shall specify the price and terms and conditions of such sale, the name and address of the proposed transferee, whoProposed Purchaser (which term shall, in the case of a salean intended offer by the Owner, must be a bona fide prospective purchasermean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the date Offer shall include the Owner's good faith estimate of the proposed transfercash equivalent of the non-cash consideration. If within a period of 60 days of the receipt of the Offer, the proposed transfer price (other party notifies the Owner in terms of a dollar amount) and writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the proposed transferOffer. For If the Offer so accepted by the other party contains the Owner's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the COMMERCIAL ARBITRATION ACT (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within sixty (60) days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days after receipt of such noticesixty (60) days, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest provided that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of this paragraph shall again apply to such interest if the notice given sale to the PartnershipProposed Purchaser is not completed within the said sixty (60)days. In addition, Persons to whom any interest is transferred must, as Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical written undertaking to the limitations imposed other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Right of First Refusal. Except for transfers described During the Initial Term of this Lease, but provided that this Lease is still in Section 6.4effect, if any Person desires Lessee shall have the right to transfer any acquire both the Building and the Building Parcel from Lessor, whether by purchase or all exchange, upon the same terms and conditions as are contained in an offer made to Lessor by a bona fide third party which is independent and not affiliated with Lessor, which offer has been accepted by Lessor subject only to the exercise by Lessee of the interest in the Partnership owned by himright of first refusal granted under this Section 23.01. Lessee shall give Lessor notice of exercise of such right of first refusal within fifteen (15) days after Lessor shall give Lessee prompt written notice of any such third party offer. If Lessee fails to give such notice, or if any Lessee gives such interest becomes subject notice but thereafter fails to an involuntary transfer such Person (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) and the other comply fully with all terms and conditions of the proposed transfer. For a period of 60 days after receipt of such noticeoffer, the Partnership foregoing right of first refusal shall entirely cease and terminate, and Lessor may purchase some or all thereafter sell such property free of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners foregoing right of the portion of the interest it did not elect to purchase, and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than all, of the interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnershipfirst refusal. In addition, Persons Lessor may sell, exchange or otherwise transfer (collectively, "transfer") to whom any interest is transferred musta bona fide third party either the Building or Building Parcel, separate and apart from the other, or may transfer either or both of them either together with additional properties as part of the same transaction, or as a condition direct exchange with another owner of property in a two-party exchange transaction, whereupon in any such event the foregoing right of first refusal shall cease and terminate. Any such transfer of the Building or Building Parcel or both to an entity controlled by or under common control with Lessor shall be free of the foregoing rights, but shall thereafter be subject to such transferrights with respect to any subsequent transfer to a third party. The foregoing rights shall not apply to any Lease of the entire Building, enter into the Building Parcel or both. Lessee's rights of first refusal with respect to an agreement exchange transaction shall only apply, if at all, to a three-party transaction wherein Lessor may require a prospective purchaser to acquire certain property designated by Lessor and owned by a third party, for exchange with Lessor for both the parties hereto (or Building and Building Parcel, on all parties except the transferor) setting forth restrictions on transfer same terms and other provisions for repurchase identical conditions acceptable to the limitations imposed by this AgreementLessor as provided above.

Right of First Refusal. Except Upon the terms and subject to the conditions of this Section 8(i), Contributor grants the Original Shareholders a right of first refusal with respect to any sale or other disposition for transfers described in Section 6.4, if value by Contributor (a "Transfer") of any Person Equity Interest. (i) If Contributor desires to transfer any effect a Transfer of some or all of its Equity Interest pursuant to a bona fide offer (an "Offer") from any person or entity (an "Offeror"), Contributor shall give written notice of such Offer (a "First Refusal Notice") to each of the interest in Original Shareholders. The First Refusal Notice shall specify the Partnership owned by him, number or if any amount of securities comprising the Equity Interest proposed to be transferred pursuant to such interest becomes subject to an involuntary transfer such Person Offer (the "TransferorFirst Refusal Interest") will so notify ), the Partnership and price proposed to be paid by the other Partners in writing Offeror (the "Other PartnersOffer Price"). The notice will set forth , the name and address identity of the proposed transferee, who, in the case of a sale, must be a bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price (in terms of a dollar amount) Offeror and the other terms and conditions of such Offer, and shall be accompanied by a true and correct copy of the Offer. If any part of the consideration proposed transferin the Offer consists of property other than cash, the price proposed to be paid pursuant to such Offer shall be deemed to include the fair market value of such non-cash consideration, as determined in good faith by the board of directors of Associated. If Contributor objects to the fair market value, as so determined, Contributor may require that Associated obtain a determination of the fair market value of such non-cash consideration pursuant to the procedures set forth in paragraph (v) of this Section 8(i), and such determination shall be final and binding on all parties. (ii) Each Original Shareholder shall have the option to purchase the First Refusal Interest at the Offer Price 29 and on such other terms as are set forth in the Offer, by giving notice to Contributor within thirty (30) days of receipt by such Original Shareholder of the First Refusal Notice (an Original Shareholder which gives such notice being referred to as an "Accepting Original Shareholder"), and by purchasing such First Refusal Interest for the Offer Price in cash, against delivery of the First Refusal Interest (with appropriate transfer documentation) free and clear of any Liens within fifteen (15) days following the expiration of such thirty (30) day period; provided, however, that if Accepting Original Shareholders elect in the aggregate to purchase more than 100% of the First Refusal Interest, then the portion of the First Refusal Interest which may be purchased by any Accepting Original Shareholder that has elected to purchase more than such Accepting Original Shareholder's Pro Rata Share (as defined below) of the First Refusal Interest shall be reduced (based on each such Accepting Original Shareholder's Pro Rata Share), but not below such Accepting Original Shareholder's Pro Rata Share; and provided, further, that the date for such purchase may be deferred solely to the extent necessary to obtain any governmental consents or approvals required to complete such purchase or, if applicable, to the extent necessary to complete the determination of the fair market value of any non-cash consideration proposed to be paid by the Offeror, as provided in paragraph (i) above. For a period purposes of 60 days after receipt this paragraph (ii) of this Section 8(i), an Accepting Original Shareholder's "Pro Rata Share" shall be the percentage which such notice, the Partnership may purchase some or all Accepting Original Shareholder's ownership interest in Associated represents of the offered ownership interest by giving written notice to the Transferor. in Associated of all Accepting Original Shareholders. (iii) If the Partnership does Original Shareholders do not elect give timely notice of their election to purchase the entire interestFirst Refusal Interest, it shall notify or if such notice is timely given but the Other Partners of Accepting Original Shareholders fail to purchase the portion of entire First Refusal Interest within the interest it did not elect to purchaseapplicable time period specified in this Section 8(i), and then Contributor may, within the Other Partners shall have 45 days after expiration of such 6090-day period immediately following the expiration of the period during which the Original Shareholders may give notice of such election, or, if applicable, within the 90-day period immediately following such failure to purchase allthe entire First Refusal Interest, but transfer the First Refusal Interest to the Offeror at a price not less than allthe Offer Price and on the same terms and subject to the same conditions as were set forth in the First Refusal Notice. If Contributor does not complete such Transfer within such 90-day period, no subsequent Transfer of all or any part of its Equity 30 Interest may be made without again complying with this Section 8(i), it being understood and agreed that the retention by Contributor of a security interest in some or part of the First Refusal Interest which is transferred shall not mean that such Transfer has not been completed. (iv) If Contributor fails to comply with this Section 8(i) with respect to all or any part of its Equity Interest (including without limitation any beneficial interest that therein), any attempted or purported Transfer thereof shall be void and of no force or effect. (v) The fair market value of any non-cash consideration or property the Partnership did not elect value of which is to purchase. Such purchase by the Other Partners will be in proportion determined pursuant to the ownership interest in the Partnership owned by such Other Partners last sentence of paragraph (omitting, for purposes i) of such calculation, the ownership interest owned by the Transferorthis Section 8(i) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to shall be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed determined in accordance with the terms following procedure: Contributor and Associated shall each select a nationally recognized appraiser, which shall determine the valuation or other issue in question. If the higher of the notice given two original appraisal values is not more than ten percent (10%) above the lower appraisal value, the value in question shall be the value agreed upon by the two original appraisers or, in the absence of such an agreement, the value in question shall be the average of the two original appraisal values. If the higher of the two original appraisal values is more than ten percent (10%) above the lower appraisal value, the two appraisers shall select a third nationally recognized appraiser who shall determine a value which shall be at least equal to the Partnershiplower appraisal value and whose determination of the value in question shall be final and binding on all parties. In addition, Persons All costs and expenses relating to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto appraisal or review conducted under this paragraph shall be borne by Associated. (or all parties except the transferorvi) setting forth restrictions on transfer and other provisions for repurchase identical This Section 8(i) shall not apply to the limitations imposed sale by this AgreementContributor in the public market of Contributor Registrable Securities registered under the Securities Act or pursuant to Rule 144 under the Securities Act.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If: (i) the Company shall receive any bona fide offer (an “Offer”) from any Person desires to transfer purchase, or enter into any other capital transaction with respect to, the Property at any time (the “Option Period”); and (ii) the Company were to sell, or all enter into any such other capital transaction with respect to, the Property pursuant to such Offer, upon distribution of the interest Net Proceeds thereof following such sale or such other capital transaction, Proud Three would not receive greater than the amount that is One Million Dollars ($1,000,000) less than its then unreturned Capital Investment, then the Managing Member shall notify Proud Three, in writing of the Partnership owned by him, or if any such interest becomes subject to an involuntary transfer such Person Offer (the "Transferor") will so notify the Partnership and the other Partners in writing (the "Other Partners"“Offer Notice”). The notice will set forth the name and address Offer Notice shall contain a copy of the proposed transfereeOffer and all other applicable terms and conditions. Proud Three shall then have the right to purchase, who, in the case of a sale, must be a bona fide prospective purchaseror otherwise enter into such other capital transaction with respect to, the date of Property at the proposed transfer, the proposed transfer price (in terms of a dollar amountthe “Offer Price”) and on the other terms and conditions set forth in Offer Notice. Proud Three’s right under this Section 11.01 is referred to as the “Right of First Refusal”. (b) Proud Three shall exercise the proposed transfer. For a period Right of 60 First Refusal, if at all, by providing the Managing Member with written notice (the “Notice of Exercise”) within thirty (30) days after receipt by Proud Three of such noticethe Offer Notice. If Proud Three does not timely provide the Managing Member with the Notice of Exercise, the Partnership Company may purchase some sell the Property to, or all enter into any such other capital transaction with, a third party at the Offer Price or any amount in excess of the offered interest by giving written notice to Offer Price, on the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchaseterms set forth in Offer Notice, and the Other Partners Right of First Refusal shall have 45 thereupon terminate, provided that if the Property is not conveyed, or such other capital transaction is not entered into, at the Offer Price or any amount in excess of the Offer Price, on the terms set forth in the Offer Notice within ninety (90) days after expiration of such 60-day period to purchase all, but not less than all, the date of the interest Offer Notice with respect to that Offer, then the Partnership did not elect to purchase. Such purchase by the Other Partners will Right of First Refusal shall again be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, the Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions for repurchase identical to the limitations imposed by this Agreementapplicable.

Right of First Refusal. Except for transfers described in Section 6.4, if (a) If at any Person time prior to the initial Public Offering a Stockholder (the “Selling Stockholder”) desires to transfer sell all or any Securities to a Third Party in one or all a series of the interest in the Partnership owned related Transfers otherwise permitted by him, or if any such interest becomes subject to an involuntary transfer such Person (the "Transferor") will so notify the Partnership Article 3 and the other Partners in writing (the "Other Partners"). The notice will set forth the name and address of the proposed transferee, who, in the case of Selling Stockholder receives from or otherwise negotiates with a sale, must be Third Party a bona fide prospective purchaseroffer (an “Offer”) for the Transfer of such Securities, the date Selling Stockholder shall provide the Corporation with written notice of such Offer (the “Offer Notice”), identifying the Third Party making the Offer, the number and character of the Securities proposed transferto be Transferred (the “Offered Securities”), the price at which the proposed transfer price Transfer is to be made (in terms of a dollar amountthe “Offer Price”) and the other material terms and conditions of the proposed transferTransfer; provided that this Section 4.03 shall not apply to one or a series of Transfers of Securities by a Selling Stockholder (x) that are approved by the Corporation and (y) in which the aggregate value of the Securities to be Transferred, together with all other Securities Transferred by such Selling Stockholder in the one year period preceding the Transfer that were undertaken pursuant to this proviso, do not exceed $250,000. For The Corporation shall provide a period copy of 60 days after the Offer Notice to each Stockholder within three (3) Business Days of receiving the Offer Notice from the Selling Stockholder. Nothing in this Section 4.03 shall be deemed to waive, diminish or otherwise limit the restrictions imposed under Article 3. (b) Upon receipt of the Offer Notice, each Stockholder shall have the option to purchase at the Offer Price and on the other terms specified in the Offer Notice such notice, the Partnership may purchase some or all Stockholder’s Pro Rata Portion of the offered interest Offered Securities and, in addition, submit a binding written offer to purchase at the Offer Price and on the other terms specified in the Offer Notice additional Offered Securities in excess of such Stockholders’ Pro Rata Portion, but only if, in either case, (i) such purchase would not cause the beneficial ownership of any Stockholder, together with its Affiliates, to exceed such Stockholder’s Ownership Limit and (ii) the requirements of clause (d) below are satisfied. Each Stockholder exercising its rights pursuant to this Section 4.03(b) shall, within thirty (30) days from receipt of the Offer Notice by giving the Corporation (the “Offer Period”), (A) indicate to the Selling Stockholder whether it has accepted the Offer to purchase its respective Pro Rata Portion of the Offered Securities by sending irrevocable written notice of such acceptance (a “Stockholder Acceptance Notice”) to the Selling Stockholder, which shall promptly provide written notice to the TransferorCorporation of the number of Offered Securities specified in such Stockholder Acceptance Notice, and (B) indicate to the Selling Stockholder the number of Securities, if any, that such Stockholder offers to purchase in excess of the number of Securities specified in its Stockholder Acceptance Notice (but only to the extent it would not cause such Stockholder to exceed its Ownership Limit) by sending irrevocable written notice of such offer (“Stockholder Additional Purchase Offer”) to the Selling Stockholder, which shall promptly provide written notice to the Corporation of the number of Offered Securities specified in such Stockholder Additional Purchase Offer. The failure of any Stockholder to deliver a Stockholder Acceptance Notice or a Stockholder Additional Purchase Offer within the Offer Period shall be deemed to be a waiver of such Stockholder’s rights under this Section 4.03 with respect to such sale. If the Partnership does number of Offered Securities proposed to be purchased by the Stockholders delivering proper notices exceeds the number of Offered Securities, the Offered Securities shall be allocated among such Stockholders in accordance with the last sentence of Section 4.04(a) mutatis mutandis. (c) If at the end of the Offer Period, the number of Securities specified in all Stockholder Acceptance Notices and all Stockholder Additional Purchase Offers (the “Claimed Securities”) is less than the total number of Offered Securities (such difference in the number of Claimed Securities and the total number of Offered Securities, the “Unclaimed Securities”), then the Corporation, in its reasonable discretion, may designate other Persons (not elect affiliated with any Stockholder) to purchase the entire interestUnclaimed Securities or may purchase the Offered Securities itself; provided that any such purchases would not cause the beneficial ownership of any Stockholder, it shall notify together with its Affiliates, to exceed such Stockholder’s Ownership Limit; provided further that, to the Other Partners extent necessary to avoid any such purchase by the Corporation resulting in such an exceedance, the Corporation may reduce the number of Offered Securities set forth in one or more Stockholder Additional Purchase Offers. (d) Notwithstanding the portion of the interest it did not elect foregoing, no Stockholder or other Person may purchase any Offered Securities pursuant to purchase, subsections (b) and the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, (c) above unless all (but not less than all, ) of the interest that Offered Securities are purchased in purchases pursuant to subsections (b) and (c) above. (e) The consummation of any purchase and sale to the Partnership did Corporation, any Stockholder or any other Person pursuant to this Section 4.03 shall take place on such date, not elect later than thirty (30) days after the expiration of the Offer Period pursuant to purchasethis Section 4.03 with respect to such offer, as the parties shall mutually select. Such purchase Prior to the date selected, the Corporation, each Stockholder, and any other Person, as applicable, shall execute an agreement in form and substance mutually agreed upon by the Other Partners will be parties and on the terms specified in proportion the Offer Notice. Upon the consummation of any such purchase and sale, the Selling Stockholder shall transfer to the ownership interest Corporation, Stockholder, and/or other Person, as applicable, the Offered Securities with instruments of transfer duly executed by the Selling Stockholder free and clear of any liens (other than liens arising under applicable securities laws and liens arising under this Agreement or under an applicable registration rights agreement), against delivery of the Offer Price, payable in cash. (f) If the Partnership owned by such Other Partners Offer Notice has been duly given pursuant to this Section 4.03 and not all of the Offered Securities are being purchased in purchases pursuant to subsections (omittingb) and (c) above, then the Selling Stockholder shall have the right, for purposes a period of such calculation, the ownership interest owned by the Transferorninety (90) unless they agree otherwise. If days (which 90-day period shall be extended if any of the Other Partners declines transactions contemplated by the Offer are subject to purchase his proportion Regulatory Consents until the earlier of (a) the expiration of five (5) Business Days after all such interestRegulatory Consents have been received or satisfied and (b) the permanent denial of any such Regulatory Consent, the remaining Other Partners may purchase such interest but in proportion to their interests in the Partnership no event later than one hundred and fifty (counting for this purpose only the interests in the Partnership 150) days following delivery of the Other Partners who wish Offer Notice by the Selling Stockholder) from the expiration of the Offer Period with respect to purchase some or such Offer Notice, to sell to the Third Party all (but not less than all) of the Offered Securities. The Selling Stockholder may not sell to the Third Party less than all of the interest Offered Securities offered to be transferred). If all the Stockholders and the Corporation pursuant to its rights under this Section 4.03 without again complying with the procedures set forth in this Section 4.03. (g) Any Third Party that purchases shares of Common Stock following compliance with this Section 4.03 must become a party to this Agreement if it is not already a party by executing and delivering a Joinder. (h) In connection with any sale that is subject to this Section 4.03, if the Selling Stockholder (or group of Selling Stockholders) proposes to sell a number of shares of Common Stock that constitutes more than five percent (5%) of the remaining interest proposed to be transferred is not agreed to be purchased by the Other Partnersoutstanding shares of Common Stock, the Transferor Selling Stockholder may transfer provide the remaining interest Third Party reasonable access to the assignee. Any transfer must completed in accordance with the terms books, records and properties of the notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition Corporation and its Subsidiaries subject to such transferThird Party executing customary confidentiality agreements in favor of, and in form and substance reasonably satisfactory to, the Corporation; provided that, if the Third Party is a Competitor, the Third Party may not receive or otherwise have access to any Confidential Information regarding the business prospects (including without limitation projections) or strategies of the Corporation or any of its Subsidiaries without the prior approval of the Board. (i) It is understood and agreed that a Selling Stockholder may enter into an agreement to effect a sale in advance of the actual Transfer of Common Stock but subject to compliance with this Section 4.03, and the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other provisions entry into such agreement will not be considered a Transfer for repurchase identical to the limitations imposed by purposes of this Agreement. (j) Notwithstanding the foregoing, if Supermajority Board Approval is obtained, then the Selling Stockholder may consummate the proposed Transfer of such Securities prior to complying with the provisions of this Section 4.03, but subject to the transferee complying with such provisions promptly thereafter by offering each of the other Stockholders the opportunity to purchase its applicable portion of the Securities Transferred to such transferee, with such offer being made substantially on the terms of this Section 4.03 except that the offer occurs after the Transfer rather than before and the offered terms are those on which the transferee acquired the applicable Securities. Notwithstanding Section 4.01, any sale by any transferee under this Section 4.03(j), (i) will not require compliance with Section 4.01 in advance of such sale (it being understood that nothing in this Section 4.03(j) will relieve the original transferor from complying with Section 4.01 if applicable to such Transfer but rather will permit such transferor to instead comply after such sale in a manner reasonably designed to achieve the intent of Section 4.01) and (ii) will be disregarded for purposes of Section 4.01(f)(iv). (k) For the avoidance of doubt, this Section 4.03 shall not apply to (i) any Transfer after the initial Public Offering or (ii) the Transfer of Securities in the initial Public Offering pursuant to the exercise of rights under an applicable registration rights agreement.