Common use of Right of First Offer Clause in Contracts

Right of First Offer. (a) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. So long as this Agreement is still in full force and effect, AIR will have a right of first offer (aa “ROFO”) In on the event direct or indirect transfer (other than any Excluded Transaction) of any real property that the Board determines is to sell be acquired (directly by deed or indirectly by equity interests in any of the vessels owned entity that directly or indirectly owns or controls such property) by DevCo or any of its Subsidiaries or after the equity securities or other interests in any of its Subsidiaries Effective Date, provided that own any such vessels to a Third Party property has achieved Stabilization (any such saleproperty, a "Ship Sale"“ROFO Property”). For the avoidance of doubt, no ROFO will apply to any such transfers in respect of any right, title or interest in, to or under, or any rights to acquire, (i) the Parkmerced Loan, (ii) the Parkmerced Option Agreement, (iii) any ownership interest in Parkmerced Investors, LLC, a Delaware limited liability company, (iv) the Seed Properties or (v) the Contributed Properties. In the event DevCo intends to acquire any ROFO Property, DevCo will send AIR a written notice (a “ROFO Notice”) detailing the material terms of the intended acquisition of the ROFO Property (including the contract price and Zoullas objected to such Ship Sale closing date (such objection to be evidenced by a negative vote or a no vote by Zoullas later than one hundred eighty (in 180) days from the event Zoullas did not have the opportunity to vote) in the meeting date of the Board ROFO Notice), upon receipt of which AIR will have thirty (30) days to notify DevCo in which the decision writing whether or not it intends to proceed with a potential Ship Sale was ratified by the Board purchase of the ROFO Property in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting set forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven If AIR timely delivers a written notice to DevCo that it will proceed with the transfer of the ROFO Property (7an “Acceptance Notice”), DevCo may designate AIR (or AIR’s designee) to take title to such ROFO Property on DevCo’s behalf directly as DevCo’s designee concurrently with what would have been the consummation of DevCo’s acquisition of such ROFO Property. If AIR declines to timely exercise its ROFO or fails to timely notify DevCo that it wishes to proceed to a sale of the ROFO Property, DevCo may proceed to acquire the ROFO Property from the third party seller (subject to the terms hereof), provided that any such acquisition shall be for a gross purchase price of no less than the contract price which DevCo has agreed to pay the third party seller of such ROFO Property; and if the acquisition of such ROFO Property with such third party has not been consummated on all such terms within one hundred eighty (180) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either AIR so declining (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be having been deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Saleso decline), the Company shall have no further obligations to Zoullas ROFO will be reinstated in accordance with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyterms hereof.

Right of First Offer. (a) In the event that a Party (for the Board determines purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the vessels owned business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 8. For the purposes of this Section 8, the “Purchase Price” shall mean such amount as is designated by any the Seller (the “Seller’s Offer”) in a written notice to the Buyer advising the Buyer of its Subsidiaries interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the equity securities sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the Parties shall negotiate in good faith to execute a contract for the sale and purchase of the Sale Lot within thirty (30) days after the election is received by the Seller. Such contract shall provide for closing of the sale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Seller shall be free to offer the Sale Lot to an unaffiliated third party purchaser, on terms no less favorable to the Seller than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other interests in written instrument pertaining to the sale to any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified third party by the Board in accordance Seller of a Sale Lot. If the Seller has strictly complied with the terms of this Agreement)Section 8, at the Seller’s written request in connection with the closing of a sale of a Sale Lot, the Company Buyer shall promptly send affirm in writing to Zoullas a notice (any interested party that the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply Seller has complied with the requirements terms of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partythis Section 8.

Right of First Offer. (a) In For so long as the event that the Board determines to sell any Non-Managing Member is a Member of the vessels owned by Company, Managing Member shall have a right of first offer (“ROFO”) to invest or otherwise participate in all joint ventured investments of Non-Managing Member with any Real Estate Investment Trust (REIT) which also involve the ownership or operation of its Subsidiaries assisted living or memory care facilities (an “Investment Opportunity”). Non-Managing Member shall deliver written notice to Managing Member of any Investment Opportunity, which details the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") terms and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting conditions of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company Investment Opportunity. Managing Member shall promptly send to Zoullas a notice have fifteen (the "ROFO Notice"15) setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of Business Days from receipt of a ROFO Notice, Zoullas shall such notice to notify the Board that he either (i) wishes Non-Managing Member of Managing Member’s intent to exercise his the ROFO with respect to the Ship Sale described Investment Opportunity. Failure to respond to the Non-Managing Member within the fifteen (15) Business Day period referenced in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period immediately preceding sentence shall be deemed to be a notice that Zoullas does not intend to exercise his terminate Managing Member’s ROFO with respect to such Ship Salethat Investment Opportunity, at which point the Non-Managing Member shall be entitled to offer the Investment Opportunity to any and all third parties on terms and conditions substantially similar to those presented to the Managing Member. In the event Zoullas elects Notwithstanding Managing Members failure to exercise his the ROFO with respect to an Investment Opportunity, in no event shall the Ship Sale described Non-Managing Member be entitled to pursue an Investment Opportunity which otherwise violates the non-compete provisions of Section 6.5 of this Agreement. Notwithstanding the foregoing, Managing Member acknowledges that Non-Managing Member’s obligations under this Section 6.7 shall be subject to its obligations to SHACT Group, LLC, a California limited liability company (“Senior ROFO Party”) existing prior to May 7, 2012 and, with respect thereto and any Investment Opportunities (but only such Investment Opportunities) which must first be presented to Senior ROFO Party, Managing Members’ rights under this Section 6.7 shall only apply to such Investment Opportunities that Senior ROFO Party elects not to participate in. The preceding sentence in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement no way effects Managing Member’s rights otherwise provided in this Section 6.7 with respect to such Ship Sale any Investment Opportunities that is at a price acceptable to are not the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) subject of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further Non-Managing Member’s obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with Senior ROFO Party. The provisions of this Section 6.7 shall not apply following a Third PartyChange of Control of Managing Member.

Right of First Offer. If Buyer exercises its termination right in connection with the Force Majeure Failure, then for a period of two (a2) In years from the event that the Board determines date on which Buyer Notifies Seller of such termination (“Exclusivity Period”), neither Seller, its successors and assigns, nor its Affiliates shall enter into an obligation or agreement to sell or otherwise transfer any of Products from the vessels owned by Project to any of its Subsidiaries or third party, unless Seller first offers, in writing, to sell to Buyer such Products from the equity securities or other interests Project on the same terms and conditions as this Agreement, subject to permitted modifications identified in any of its Subsidiaries that own any such vessels to a Third Party subpart (any such saleii) below, a "Ship Sale"(the “First Offer”) and Zoullas objected to Buyer either accepts or rejects such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board First Offer in accordance with the terms of this Agreement)provisions herein. If Buyer accepts the First Offer, the Company Buyer shall promptly send to Zoullas a notice Notify Seller within thirty (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (730) days of receipt of the First Offer subject to Buyer’s management approval and CPUC Approval (“Buyer’s Notice”), and then the Parties shall have not more than ninety (90) days from the date of Buyer’s Notice to enter into a ROFO Noticenew power purchase agreement, Zoullas shall notify in substantially the Board same form as this Agreement, or amend this Agreement, subject to CPUC Approval, if necessary; provided that he either the Contract Price may only be increased to reflect Seller’s documented incremental costs in overcoming the Force Majeure event. If Buyer rejects or fails to accept Seller’s First Offer within thirty (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (1430) days of his receipt of such offer, Seller shall thereafter be free to sell or otherwise transfer, and to enter into agreements to sell or otherwise transfer, any Products from the ROFO Notice (i) execute a definitive agreement with respect Project to such Ship Sale that is at a price acceptable to any third party, so long as the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other material terms and conditions of such sale or transfer are not more favorable to the definitive third party than those of the First Offer to Buyer. If, during the Exclusivity Period, Seller desires to enter into an obligation or agreement delivered by Zoullas with respect a third party, Seller shall deliver to Buyer a certificate of an authorized officer of Seller (A) summarizing the material terms and conditions of such Ship Sale)agreement and (B) certifying that the proposed agreement with the third party will not provide Seller with a lower rate of return than that offered in the First Offer to Buyer. Seller’s certificate shall be in substantially the form of Appendix IX. If Seller is unable to deliver such a certificate to Buyer, then Seller may not sell or otherwise transfer, or enter into an agreement to sell or otherwise transfer, the Company shall have no further obligations Products from the Project without first offering to Zoullas sell or otherwise transfer such Products to Buyer on such more favorable terms and conditions (the “Revised Offer”) in accordance with respect subpart (ii) above. If within thirty (30) days of receipt of Seller’s Revised Offer the Buyer rejects, or fails to accept by Notice to Seller, the Revised Offer, then Seller will thereafter be free to sell or otherwise transfer, and to enter into agreements to sell or otherwise transfer, such Ship Sale Products from the Project to any third party on such terms and conditions as set forth in the Company may consummate such Ship Sale with a Third Party.certificate. DISPUTE RESOLUTION

Right of First Offer. (a) In If the event that the Board determines Investor proposes to sell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), the Investor will give written notice to the Company (the "Transfer Notice") of the vessels owned by any number of its Subsidiaries or Securities the equity securities or other interests Investor proposes to sell in any Covered Sales during the 90-day period (the "Notice Period") commencing on the date of its Subsidiaries that own any such vessels to a Third Party the Investor's delivery of the Transfer Notice (any such sale, a the "Ship SaleDelivery Date") and Zoullas objected the price per share at which the Investor proposes to sell such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not Securities. The Company shall have the opportunity right, during the 10-day period commencing on the Delivery Date, to vote) in the meeting purchase all, but not less than all, of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel Securities described in the ROFO Notice. Within seven (7) days Transfer Notice at the price per share set forth in the Transfer Notice by delivery to the Investor of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; 's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) make a customary deposit and provide credible evidence (payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as determined shall be designated by the Board Investor. The right described in its reasonable judgment) of having financing necessary the preceding sentence shall terminate if the agreement and purchase price described in the preceding sentence are not received by the Investor prior to consummate such Ship Sale4:00 p.m. New York City time on the 10th day immediately following the Delivery Date. If Zoullas fails to comply with the requirements Company does not exercise its right as hereinabove set forth within such 10-day period, the Investor may sell all or any portion of the immediately preceding sentence (which failure shall includeSecurities described in the Transfer Notice to any purchaser for a price per share equal to or in excess of the price set forth in the Transfer Notice. If, for at the avoidance end of doubtthe Notice Period, the price Investor has not being acceptable completed such sales, the Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section. Notwithstanding the foregoing, the Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company or Company, in which event the Company not being reasonably satisfied with 10- and 90- day periods described above shall recommence from the other terms and conditions date of Investor's delivery of such amended Transfer Notice to the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyCompany.

Right of First Offer. If Seller resizes the Project due to Permit Failure, then for a period of two (a2) In years from the event that date on which Seller Notifies Buyer of the Board determines Contract Capacity Commitment (“Exclusivity Period”), neither Seller, its successors and assigns, nor its Affiliates shall enter into an obligation or agreement to sell or otherwise transfer any Products from the Project in excess of the vessels owned by Contract Capacity Commitment, up to the initial Contract Capacity set forth in Section 3.1(f), to any of its Subsidiaries or third party, unless Seller first offers, in writing, to sell to Buyer such Products from the equity securities or other interests Project on the same terms and conditions as this Agreement, subject to permitted modifications identified in any of its Subsidiaries that own any such vessels to a Third Party subpart (any such saleii) below, a "Ship Sale"(the “First Offer”) and Zoullas objected to Buyer either accepts or rejects such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board First Offer in accordance with the terms of this Agreement)provisions herein. If Buyer accepts the First Offer, the Company Buyer shall promptly send to Zoullas a notice Notify Seller within thirty (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (730) days of receipt of the First Offer subject to Buyer’s management approval and CPUC Approval (“Buyer’s Notice”), and then the Parties shall have not more than ninety (90) days from the date of Buyer’s Notice to enter into a ROFO Noticenew power purchase agreement, Zoullas shall notify in substantially the Board same form as this Agreement, or amend this Agreement, subject to CPUC Approval, if necessary; provided that he either the Contract Price may only be increased to reflect Seller’s documented incremental costs in overcoming the Permit Failure. If Buyer rejects or fails to accept Seller’s First Offer within thirty (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (1430) days of his receipt of such offer, Seller shall thereafter be free to sell or otherwise transfer, and to enter into agreements to sell or otherwise transfer, any Products from the ROFO Notice (i) execute a definitive agreement with respect Project to such Ship Sale that is at a price acceptable to any third party, so long as the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other material terms and conditions of such sale or transfer are not more favorable to the definitive third party than those of the First Offer to Buyer. If, during the Exclusivity Period, Seller desires to enter into an obligation or agreement delivered by Zoullas with respect a third party, Seller shall deliver to Buyer a certificate of an authorized officer of Seller (A) summarizing the material terms and conditions of such Ship Sale)agreement and (B) certifying that the proposed agreement with the third party will not provide Seller with a lower rate of return than that offered in the First Offer to Buyer. Seller’s certificate shall be in substantially the form of Appendix IX. If Seller is unable to deliver such a certificate to Buyer, then Seller may not sell or otherwise transfer, or enter into an agreement to sell or otherwise transfer, the Company shall have no further obligations Products from the Project without first offering to Zoullas sell or otherwise transfer such Products to Buyer on such more favorable terms and conditions (the “Revised Offer”) in accordance with respect subpart (ii) above. If within thirty (30) days of receipt of Seller’s Revised Offer the Buyer rejects, or fails to accept by Notice to Seller, the Revised Offer, then Seller will thereafter be free to sell or otherwise transfer, and to enter into agreements to sell or otherwise transfer, such Ship Sale Products from the Project to any third party on such terms and conditions as set forth in the Company may consummate such Ship Sale with a Third Party.certificate. COMPENSATION; MONTHLY PAYMENTS

Right of First Offer. Subject to the provisions of this Section 2.8, Tenant shall have a one-time right of first offer (athe “Right of First Offer”) In on the event that then-available portions of Floor 1 of Building A (each, a “ROFO Space”) upon the Board determines following terms and conditions. This Right of First Offer is subject and subordinate to sell any (i) the rights of third parties existing as of the vessels owned by any date of its Subsidiaries or this Lease, (ii) the equity securities or other interests rights, if any, of each tenant in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (ROFO Space granted in the event Zoullas did not have the opportunity to voteInitial Lease-Up (as defined below) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale ROFO Space, and offering Zoullas (iii) the right of Landlord or any affiliate of Landlord to use or occupy such ROFO Space. Landlord will notify Tenant of its plans to market a ROFO Space (the "ROFO"“ROFO Notice”) for lease to make an offer any party unrelated to purchase Landlord (it being acknowledged and agreed that the vessel described Right of First Offer shall not be applicable to space Landlord intends to occupy and/or provide to affiliates of Landlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Landlord’s estimate of the fair market rent for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. The term of any ROFO Space shall be coterminous with the Lease Term for the Premises; provided, however, that in the event less than thirty (30) full calendar months remain in the Lease Term as of the date of availability of such ROFO Space, then (i) if the Extension Term has not yet been exercised, Tenant’s exercise of such Right of First Offer shall be subject to Tenant’s simultaneous exercise of the Extension Term (which shall thereupon be applicable to such ROFO Space) and (ii) if no Extension Term remains or is exercisable by Tenant, then this Section 2.8 shall be of no force or effect and Tenant shall have no further Rights of First Offer. Within ten (10) Business Days following its receipt of any ROFO Notice, Tenant shall have the right to accept the same by written notice to Landlord (the “ROFO Acceptance Notice”), provided that if Tenant disputes Landlord’s estimate of the fair market rent in the ROFO Acceptance Notice, the fair market rent for such space shall be determined as set forth in Section 4.7 below. Within seven (7) days of receipt of If Tenant timely delivers a ROFO Acceptance Notice, Zoullas Landlord and Tenant shall notify the Board that he either (i) wishes to exercise his ROFO with respect execute an amendment to the Ship Sale described Lease incorporating the ROFO Space into the Premises upon the terms contained in the ROFO Notice within ten (10) Business Days following Landlord’s delivery to Tenant of a form therefor (and if the Landlord’s determination of fair market rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Landlord’s determination of fair market rent until the finalization of the fair market rent appraisal, and any change in such rent amount shall be adjusted — with applicable credits or reimbursement for any underpayment or overpayment - thereafter). If Tenant fails to timely deliver a ROFO Acceptance Notice within said ten (ii10) does not intend Business Day period or fails to exercise execute Landlord’s form of amendment for such ROFO. The failure to notify the Board ROFO Space within such seven ten (710) day period Business Days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to a ROFO Space and Landlord shall be a notice that Zoullas does entitled, but not intend required, to exercise his lease all or any portion of such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Right of First Offer with respect to such Ship SaleROFO Space in such ROFO Notice shall be of no further force or effect. In Notwithstanding any contrary provision of this Lease, any Right of First Offer, and any exercise by Tenant of any Right of First Offer shall be void and of no effect unless on the event Zoullas elects date Tenant timely delivers a ROFO Acceptance Notice to exercise his Landlord and on the commencement date of the amendment for a ROFO Space (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to the Ship Sale described a Permitted Transfer, Tenant shall not have assigned this Lease and there shall not be any sublease or subleases then in the ROFO Notice, Zoullas must, within fourteen (14) days effect. Tenant acknowledges and agrees that Tenant’s Right of his receipt of the ROFO Notice (i) execute a definitive agreement First Offer with respect to such Ship Sale any space that is at not subject to a price acceptable third-party lease on the date hereof (the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the Company date hereof (the “Initial Lease-Up”) and on other terms such lease (and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined any rights held by the Board such tenant in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements any part of the immediately preceding sentence (which failure shall include, for the avoidance Building consisting of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyROFO Space) has subsequently expired.

Right of First Offer. If Nucryst desires to sell assets that include all or substantially all of the Nucryst Technology in each case, including without limitation assignment of this Agreement (athe “Technology Assets”), Nucryst shall give written notice (the “Transfer Notice”) In to S&N of that desire. The Transfer Notice shall describe the event Technology Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Technology Assets and on what terms. During the [***] (the “Negotiation Period”) immediately following the date the Transfer Notice is given, Nucryst and S&N shall in good faith negotiate the sale and purchase of the Technology Assets by Nucryst to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Nucryst Technology, it shall forthwith advise Nucryst of such determination in writing, and Nucryst shall be free to sell the Technology Assets to any other Person on any terms at any time, and the provision of this Section 13.6 shall have no further application. If during the Negotiation Period Nucryst and S&N reach an agreement concerning the sale and purchase of the Technology Assets and such sale and purchase transaction is completed, the provisions of this Section 13.6 shall have no further application. If Nucryst and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Technology Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Technology Assets, which offer shall be maintained in confidence by Nucryst. If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Nucryst shall be free to sell the Technology Assets to any other person on any terms at any time, and the provisions of this Section 13.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Technology Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Nucryst for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Nucryst shall have the option of either selling the Technology Assets to S&N pursuant to the S&N Offer or selling the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] period (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or the date it determined that the Board determines sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Nucryst, Nucryst shall be entitled to sell any the Technology Assets to a third party on terms no less favourable than the terms of the vessels owned by any S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of its Subsidiaries the Technology Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 13.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 13.6 shall not apply to the equity securities or other interests in any transfer of its Subsidiaries that own any such vessels the Technology Assets to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection transferee that is an Affiliate of Nucryst; provided that the Affiliate agrees to be evidenced bound by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect Section 13.6. Any assignment of this Agreement to a Ship Sale and offering Zoullas third party as a part of the right (transfer of the "ROFO") Technology Assets pursuant to make an offer this Section 13.6, whether as a result of S&N not making the S&N Offer by the expiry of the Negotiation Period or as a result of Nucryst selling the Technology Assets to purchase a third party during the vessel described in Free Transfer Period on terms no less favourable than the ROFO Notice. Within seven (7) days of receipt of a ROFO NoticeS&N Offer, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed considered an assignment to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days permitted assignee for purposes of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartySection 13.5.

Right of First Offer. (a) In the event that the Board determines absence of and until a Qualified IPO, if a holder of Preferred Stock desires to sell any of the vessels owned by or transfer any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels Preferred Stock (except pursuant to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified bona fide offer received by the Board holder in accordance with the terms of this AgreementSection 11.6), the Company holder shall promptly send to Zoullas first give a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days Notice of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory Intent to the Company; and (ii) make . The Notice of Intent shall set forth the number of shares of Preferred Stock which the holder desires to sell. For a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) period of having financing necessary to consummate 30 days following receipt of such Ship Sale. If Zoullas fails to comply with the requirements Notice of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale)Intent, the Company shall have no further obligations the right to Zoullas negotiate a transaction with respect the holder whereby the Company will purchase for cash all (but not less than all) of the Preferred Stock designated in the Notice of Intent at a price and upon other terms and conditions acceptable to such Ship Sale the holder and the Company. Any such purchase shall be consummated on or prior to the 60th day after the Company's receipt of the Notice of Intent. If (a) the Company elects not to exercise the right provided in this Section 11.7, (b) the Company and the holder cannot agree on the terms and conditions of a purchase by the Company during such 30 day period, or (c) the Company and the holder shall agree on the terms and conditions of such purchase but the Company shall fail to pay the purchase price in a timely manner, then the holder may consummate sell the Preferred Stock designated in the Notice of Intent at a price and on terms not more favorable to the purchaser than the price and terms offered to the Company. The holder may sell such Ship Sale Preferred Stock during the period ending on the 150th day following the later of the end of such 30 day period and the date on which the Company fails to pay such price. If the holder does not sell such Preferred Stock in such 150 day period, the Preferred Stock shall again be subject to this Section 11.7. This Section 11.7 shall not apply to any distribution in kind by the holder to its partners or shareholders pursuant to Section 15. Notwithstanding the foregoing, the holder may not transfer any Preferred Stock pursuant to this Section 11.7 to those persons competitive with a Third Partythe Company which are described on SCHEDULE 11.6 without the consent of the Company.

Right of First Offer. (a) In If the event that holder of any Equity Interest in the Board determines Duke Member or the holder of any Equity Interest in the COP Member desires to sell Transfer all or any part of such Equity Interest to a Person other than a wholly owned Subsidiary of the vessels Parent of such Member, then prior to effecting or making such Transfer, the Duke Member (if the subject Equity Interest is in the Duke Member) or the COP Member (if the subject Equity Interest is in the COP Member) (the “Transfer Member”) shall notify in writing the other Member (the “Non-Transfer Member”) of the terms and conditions upon which such Transfer is proposed to be effected (which notice shall be herein referred to as a “Transfer Notice” and shall include all material price and non-price terms and conditions). The Non-Transfer Member shall have the right to cause a wholly owned by any Subsidiary of its Subsidiaries or Parent (the equity securities or other interests in any “Subject Subsidiary”) to acquire all (but not less than all) of its Subsidiaries the Equity Interest that own any such vessels to a Third Party (any such sale, a "Ship Sale") is the subject of the Transfer Notice on the same terms and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (conditions as are set forth in the event Zoullas did not Transfer Notice. The Non-Transfer Member shall have the opportunity to vote) in the meeting 30 days following delivery of the Board in Transfer Notice during which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice Transfer Member whether or (ii) does not intend it desires to exercise such ROFOright of first offer. The failure to notify If the Board within Non-Transfer Member does not respond during the applicable period set forth above for exercising its purchase right under this Section 5.2, such seven (7) day period Non-Transfer Member shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to have waived such Ship Saleright. In If the event Zoullas Non-Transfer Member elects to exercise his ROFO with respect cause the Subject Subsidiary to purchase all, but not less than all, of the Equity Interest that is the subject of the Transfer Notice, the closing of such purchase shall occur at the principal place of business of the Company on the tenth day following the first date on which all applicable conditions precedent have been satisfied or waived (but in no event shall such closing take place later than the date that is 60 days (subject to extension for regulatory approvals, but in no event more than 180 days) following the date on which the Non-Transfer Member agrees to cause the Subject Subsidiary to purchase all of the Equity Interest that is the subject of the Transfer Notice). The Transfer Member agrees, and the Non-Transfer Member agrees to cause the Subject Subsidiary, to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (a) the Transfer Member shall cause the holder of the Equity Interest to execute and deliver to the Ship Sale Subject Subsidiary (i) an assignment of the Equity Interest described in the ROFO Transfer Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price in form and substance reasonably acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; Subject Subsidiary, and (ii) make a customary deposit and provide credible evidence (as determined any other instruments reasonably requested by the Board Subject Subsidiary to give effect to the purchase; and (b) the Non-Transfer Member shall cause the Subject Subsidiary to deliver to the holder of such Equity Interest the purchase price specified in its reasonable judgment) of having financing necessary to consummate such Ship Salethe Transfer Notice in immediately available funds or other consideration as specified in the Transfer Notice. If Zoullas the Non-Transfer Member does not elect to cause the Subject Subsidiary to purchase the Equity Interest pursuant to this Section 5.2, or having elected to so purchase such Equity Interest fails to comply with do so within the requirements time period required by this Section 5.2, the holder of such Equity Interest shall be free for a period of 180 days after the expiration of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable offer period referred to the Company above or the Company not being reasonably satisfied date of such failure, as applicable, to enter into a definitive written agreement with an unaffiliated third party regarding the other Transfer of such Equity Interest on terms and conditions of that satisfy the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.following criteria:

Right of First Offer. (a) In the event that the Board determines At least sixty (60) days prior to sell making any of the vessels owned by any of its Subsidiaries or the equity securities or transfer (other interests in any of its Subsidiaries that own any such vessels than pursuant to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreementanother Exempt Transfer), the Company each Individual Investor shall promptly send to Zoullas deliver a written notice (the "ROFO NoticeNotice of Sale") setting forth its intentions with respect to a Ship the Company and the other Investors. The Notice of Sale shall disclose in reasonable detail the identity of the prospective transferees) and offering Zoullas the right terms and conditions of the proposed transfer. The Company shall use all commercially reasonable efforts to purchase all (but not less than all) of the Restricted Securities to be transferred (the "ROFOSubject Securities") upon the same terms and conditions as those set forth in the Notice of Sale within sixty (60) days after the Company's receipt of the Notice of Sale. If, after all commercially reasonable efforts, the Company is unable to make an offer effect such purchase during such sixty (60) day period, then the Company shall deliver a written notice thereof to each Investor within seventy (70) days after the Company's receipt of the Notice of Sale. Upon receipt of such notice from the Company, the Lead Trivest Investor and the other Individual Investors may elect to purchase all (but not less than all) of the vessel described Subject Securities upon the same terms and conditions as those set forth in the ROFO Notice. Within seven Notice of Sale by delivering a written notice of such election to the Investor within sixty (760) days of after their receipt of the Company's notice. If more than one of such Investors elects to purchase all of the offered shares, such shares shall be purchased by such Investors so electing pro rata based upon the number of shares of Common Stock owned by each such Investor. Each such Investor shall be given up to sixty (60) days (after it has been determined that such Investor has such right) to consummate the purchase and sale of Subject Securities (the "Authorization Period"). If neither any Individual Investor nor the Lead Trivest Investor has elected to purchase all of the Subject Securities, then the selling Investor may transfer the Subject Securities at a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect price and on terms no more favorable to the Ship Sale described transferee(s) thereof than specified in the ROFO Notice or of Sale during the sixty (ii60) does day period immediately following the Authorization Period. Any Subject Securities not intend to exercise such ROFO. The failure to notify the Board transferred within such seven sixty (760) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect subject to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14provisions of this section 6(a) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyupon subsequent transfer.

Right of First Offer. So long as TPG continues to satisfy the Two Director Threshold in terms of ownership of Common Stock, if either Party (athe “Selling Shareholder”), proposes to Transfer any or all of its Company Shares (including pursuant to a Business Combination), other than (i) In a Transfer to the event that Company or its Subsidiaries pursuant to a tender offer not involving a Business Combination, (ii) the Board determines sale by a Tagging Shareholder pursuant to sell any Section 4.4; (iii) a Transfer to a Permitted Transferee; or (iv) a Transfer from the Trust of up to the number of reference shares under the Confirmation during the period of the vessels owned by any of its Subsidiaries or Averaging Dates (as defined in the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale"Confirmation) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have of Cash Settlement pursuant to the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)Confirmation, the Company Selling Shareholder shall promptly send to Zoullas a provide the other Shareholder with written notice (a “Transfer Notice”) of its intent to Transfer a specified number of its Company Shares at least twenty days prior to any Transfer which Transfer Notice shall also specify the "ROFO Notice") setting forth its intentions with respect price and other terms at which it proposes to a Ship Sale and offering Zoullas make such Transfer. If the right other Party makes an offer (the "ROFO"“Offer”) to make an offer to purchase acquire the vessel described number of Company Shares specified in such Transfer Notice from the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify Selling Shareholder at the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described price specified in the ROFO such Transfer Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory not materially less favorable to the Company; and (ii) make a customary deposit and provide credible evidence Selling Shareholder (as determined in good faith by the Board in its reasonable judgmentSelling Shareholder) of having financing necessary on or prior to consummate such Ship Sale. If Zoullas fails to comply with the requirements fifteenth calendar day following the receipt of the immediately preceding sentence (which failure shall include, for the avoidance of doubtTransfer Notice, the Offer shall constitute a binding obligation of the Parties to purchase and sell such Company Shares at the price not being acceptable to the Company or the Company not being reasonably satisfied with and on the other terms set forth in the Offer, in which case the Parties shall cooperate in good faith to promptly, and conditions in no event any later than ten Business Days (or such longer period as required to obtain any required Xxxx-Xxxxx-Xxxxxx or other applicable regulatory clearance), to effect such Transfer provided that, if, as of the definitive agreement delivered by Zoullas with respect to such Ship Sale)date of the Transfer Notice, the total number of shares being Transferred by the Selling Shareholder shall constitute two percent or less of the total issued and outstanding Common Stock of the Company during any 180-days, the Offer must be made within five calendar days following receipt of the Transfer Notice. If the other Party does not make a timely offer in response to a Transfer Notice from the Selling Shareholder, for a period of sixty days following the end of the 20 day period following the Transfer Notice, the Selling Shareholder shall have the right to sell the number of Company Shares specified in the Transfer Notice to a third party at a price at least equal to the price specified in the Transfer Notice and on other terms not materially less favorable to the Selling Shareholder than those in the Transfer Notice. TPG shall have no further obligations rights under this Section 4.3 after it ceases to Zoullas with respect to such Ship Sale and satisfy the Company may consummate such Ship Sale with a Third PartyTwo Director Threshold in terms of ownership of Common Stock.

Right of First Offer. CCT grants to Alliqua a right of first offer (aon the terms and conditions set forth in this Section 2.6) In with respect to the event Commercialization of any Competing Product in the Field in the Territory Developed by CCT (a “Covered Opportunity”). CCT will promptly notify Alliqua in writing of each Covered Opportunity. If, within fifteen (15) Business Days of receiving such notice from CCT, CCT receives a notice in writing from Alliqua that Alliqua wishes to enter into negotiations regarding the Board determines Covered Opportunity (the “Notice of Interest”), then CCT shall negotiate exclusively with Alliqua in good faith for a period of sixty (60) days from the date of CCT’s notice to sell any Alliqua of the vessels owned by any Covered Opportunity (or such longer period of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels time as may be agreed to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board Parties in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice writing) (the "ROFO Notice"“Negotiation Period”) setting forth its intentions with respect to a Ship Sale and offering Zoullas definitive agreement for the right Commercialization of the Covered Opportunity by Alliqua. If (a) Alliqua indicates in writing that it does not wish to enter into negotiations regarding such Covered Opportunity, (b) CCT fails to receive a Notice of Interest within the "ROFO"fifteen (15) to make an offer to purchase Business Day period described above, or (c) the vessel described in Parties have not entered into such a definitive agreement by the ROFO Notice. Within seven (7) days end of receipt of a ROFO Noticethe Negotiation Period, Zoullas shall notify the Board that he either then (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period CCT shall be deemed free to be a notice that Zoullas does not intend to exercise his ROFO Commercialize the Covered Opportunity itself and/or enter into one or more agreements regarding the Covered Opportunity with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; any Third Party and (ii) make a customary deposit and provide credible evidence (as determined by the Board restrictions set forth in its reasonable judgmentSection 2.2(b) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas automatically terminate solely with respect to CCT’s Commercialization of such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyCovered Opportunity.

Right of First Offer. During a period starting on the ninety-first (a91st) day after the effective date of this Agreement and ending on the first (1st) anniversary of the effective date of this Agreement (the "Offering Period"), BIOSANTE shall have an exclusive right of first offer to Develop and Market in the United States, Canada, Japan, and any other country of the Territory not already licensed to third parties or subject to a third party's right of first refusal, and to enter into a respective license therefor, any nonproprietary sexual hormone product or related hormonal product, including **** and its derivatives, that PERMATEC may have formulated, ***** - Denotes portions omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and Exchange Commission. invented, developed, licensed or otherwise obtained rights with respect to, and which PERMATEC intends to, but has not prior to such Offering Period committed to, license out for the Territory or parts thereof. Exercise of the right of first offer shall commence with PERMATEC notifying BIOSANTE at any time during the Offering Period of its intention to license out such product. which notice shall in reasonable detail describe the product and Territory or parts thereof in question and the commercial terms of such license (including without limitation license fees, milestone payments, royalties and allocation of development cost). BIOSANTE shall have forty five (45) days to accept the offer on identical terms as contained in such notice, during which forty five (45) days PERMATEC and BIOSANTE agree to negotiate in good faith all terms of such contemplated license and development agreement on the basis of PERMATEC's notice, unless otherwise agreed by the Parties. Notice and exercise under this Section 10.2 shall be made by written notice. In the event that BIOSANTE shall not accept the Board determines commercial terms notified by PERMATEC, then PERMATEC shall be free to sell grant such license to any third party, irrespective of any part of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship SaleOffering Period remaining. In the event Zoullas elects that PERMATEC has the ability to exercise his ROFO with respect license the products described to a third party within the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen first ninety (1490) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company this Agreement, PERMATEC shall immediately so notify BIOSANTE, and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company BIOSANTE shall have no further obligations fifteen (15) business days within which to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyexercise its right of first offer as described elsewhere in this paragraph.

Right of First Offer. (a) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes Any holder of Securityholder Shares (a “Transferring Holder”) that proposes to exercise his ROFO with respect Transfer Securityholder Shares (other than a Transfer of IPC Shares, a Transfer pursuant to the Ship Sale described in the ROFO Notice Section 3(c), Section 3(d), Section 4 or Section 5, or a Transfer by any Mezzanine Holder pursuant to Section 3(a)(iii)), shall deliver a written notice (iian “Offer Notice”) does not intend to exercise such ROFO. The failure to notify the Board within such seven (71) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and (2) to IPC on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements behalf of the immediately preceding sentence IPC Holders (which failure shall include, for purposes of this Section 3(b) the avoidance of doubtIPC Holders are referred to as the “Offerees”) at least 30 days prior to making such Transfer (such 30-day period, the price not being acceptable “Election Period”). The Offer Notice shall disclose in reasonable detail the proposed number and type of Securityholder Shares to be Transferred, the Company or the Company not being reasonably satisfied with the other proposed terms and conditions of the definitive agreement delivered Transfer and the identity of the prospective Transferee(s) (if known). The Company may elect to purchase all or any portion of the Securityholder Shares specified in the Offer Notice at the price and on the terms specified therein by Zoullas with respect delivering written notice of such election to the Transferring Holder and the Offerees as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Securityholder Shares within such Ship Sale)ten-day period, the Company shall have no further obligations Offerees may elect to Zoullas with respect to such Ship Sale and purchase all of the Securityholder Shares specified in the Offer Notice which the Company may consummate has not elected to purchase at the price and on the terms specified therein by delivering written notice of such Ship Sale with a Third Partyelection to the Transferring Holder and to the Company as soon as practical but in any event within 25 days after delivery of the Offer Notice. Any Securityholder Shares not elected to be purchased by the end of such 25-day period shall be reoffered for the five-day period prior to the expiration of the Election Period by the Transferring Holder to the Company. If the Company or any Offerees have elected to purchase all of the Securityholder Shares from the Transferring Holder, the Transfer of such Securityholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Holder, but in any event within 30 days after the expiration of the Election Period.

Right of First Offer. (a) In If, after Closing, the event that the Board determines Purchaser decides to license or sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (i) the rights to develop or market a version of the Drug Substance or the Product (including a Combination Product) for use in the treatment of humans for overactive bladder and the symptom complex relating to overactive bladder, including urgency, frequency, nocturia and/or urge incontinence that may be lawfully sold to consumers without a prescription from a medical doctor, (ii) the rights to develop or market a version of the Drug Substance or the Product (including a Combination Product) for use in the treatment of animals for overactive bladder and the symptom complex relating to overactive bladder, including urgency, frequency, nocturia and/or urge incontinence or (iii) a generic formulation, version or authorized generic (including a generic version sold under the Transferred Product Registrations or any such salesupplement thereto) of the Product (including a Combination Product) (clauses (i), a "Ship Sale"(ii) and Zoullas objected (iii) collectively, the “ROFO Rights”), the Purchaser shall give notice (an “Offer Notice”) to Novartis that the Purchaser desires to license or sell such Ship Sale rights and that sets forth the material terms sought by the Purchaser. The giving of an Offer Notice shall constitute an offer (the “Offer”) by the Purchaser to license or sell to Novartis such objection to be evidenced by ROFO Rights on the terms set forth in such notice. Novartis shall have a negative vote or a no vote by Zoullas thirty (in 30) day period (the event Zoullas did not have the opportunity to vote“Offer Period”) in which to accept such Offer by giving a notice of acceptance to the meeting Purchaser prior to the expiration of the Board such Offer Period, in which case the decision to proceed with a potential Ship Sale was ratified by the Board Purchaser and Novartis shall negotiate in accordance with good faith the terms of this Agreement), definitive agreements reflecting the Company shall promptly send to Zoullas a notice (terms of the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO NoticeOffer. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure If Novartis fails to notify the Board Purchaser of its acceptance prior to the expiration of the Offer Period, or if Novartis accepts the Offer during the Offer Period but the Purchaser and Novartis are unable to agree on and enter into definitive agreements within such seven ninety (790) day period days following the date of the notice of acceptance, it shall be deemed to be have declined such Offer, in which case the Purchaser shall have a notice that Zoullas one hundred and eighty (180) day period during which to negotiate and enter into definitive agreements with any Third Party for the license or sale of such ROFO Rights to such Third Party on substantially the same or more favorable, in the aggregate, as to the Purchaser, terms and conditions as were set forth in the Offer Notice. If the Purchaser does not intend enter into definitive agreements with a Third Party during such one hundred and eighty (180) day period, then the right of the Purchaser to exercise his license or sell such ROFO Rights under the preceding sentence shall terminate, and the Purchaser shall again comply with the procedures set forth in this Clause 16.7 with respect to such Ship Sale. In the event Zoullas elects any proposed license or sale of ROFO Rights to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. If Buyer, any of its Affiliates, or any of its or their distributors on Buyer’s or any of its Affiliates’ behalf (a) In the event that the Board receives a written order, proposal or offer to purchase a trailer-mounted gas turbine generator based on an LM2500 or LM6000 product platform and (b) determines to sell any either (i) purchase a trailer-mounted gas turbine generator to fulfill such order, proposal or offer (other than the type of purchase described in the last sentence of ‎Section 4.02(d)) or (ii) develop its own product to pursue such order, proposal or offer, Buyer shall thereafter notify Seller promptly in writing of such order, proposal or offer (including, subject to the immediately following sentence, a good faith and reasonable description of the vessels owned by material terms and associated specifications of the contemplated trailer-mounted gas turbine generator) and offer Seller a right of first offer to develop such trailer-mounted gas turbine generator on the terms and pursuant to the specifications provided in such notice (the “ROFO Notice”). Each Party will take such steps as may be necessary or advisable in light of existing third party confidentiality obligations to which Buyer, any of its Subsidiaries Affiliates, or the equity securities or other interests in any of its Subsidiaries that own or their distributors on their behalf may be subject in connection with any such vessels order, proposal or offer, to a Third Party (any such sale, a "Ship Sale") and Zoullas objected enable Buyer to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance provide Seller with the foregoing description of material terms of this Agreement)and associated specifications, the Company shall promptly send to Zoullas including entering into a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Noticecustomary confidentiality or non-disclosure agreement. Within seven (7) days of Upon receipt of a ROFO Notice, Zoullas Seller shall notify have 45 days to request of Buyer any additional information reasonably needed by Seller to analyze the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale opportunity described in the ROFO Notice, Zoullas mustand Buyer shall deliver to Seller such additional information (to the extent reasonably obtainable or known) as has been requested within 45 days after receipt of any such request from Seller. If Seller elects to accept the offer to develop the subject trailer-mounted gas turbine generator described in the ROFO Notice, Seller shall provide Buyer with a term sheet or other written proposal within fourteen (14) 135 days of his from its receipt of the ROFO Notice (i) execute a definitive agreement Notice. If Seller fails to deliver to Buyer any such term sheet or other proposal relating to such trailer-mounted gas turbine generator within such 135 days period, Seller shall be deemed to have irrevocably waived its right of first offer under this ‎Article X and this ‎Article X shall be of no further force and effect with respect to such Ship Sale that is at a price acceptable to the Company contemplated trailer-mounted gas turbine generator (but shall remain in full force and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas effect with respect to such Ship Saleany additional contemplated trailer-mounted gas turbine generator). Upon the issuance of any term sheet or proposal by Seller as herein provided, Seller and Buyer agree to negotiate in good faith the Company definitive terms of Seller’s development of the subject trailer-mounted gas turbine generator; provided, however, that, notwithstanding anything to the contrary in this Agreement, (A) Buyer shall have no further obligations obligation to Zoullas with respect accept any offer made by Seller and (B) if Buyer does not accept any such offer made by Seller, then Buyer shall not subsequently accept any similar offer from a third Person on terms that, in the aggregate, are equivalent to such Ship Sale and or more adverse to Buyer, its applicable Affiliate or the Company may consummate such Ship Sale with a Third Partyapplicable distributor of any of the foregoing than those offered by Seller.

Right of First Offer. (aa If a Member or Economic Interest Owner (collectively the "Selling Member") In the event that the Board determines desires to sell all or any portion of its Economic Interest (excepting the transfer of the vessels owned Economic Interest of a Bankrupt Member or Economic Interest Owner, which shall be governed by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") Sections 12.4 and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement12.5 below), the Company Selling Member shall promptly send give written notification to Zoullas the remaining Members, by certified mail or personal delivery, of its intention to so transfer such Economic Interest. The notice shall be accompanied by a notice description of the amount of the Selling Member's Economic Interest which it desires to sell or transfer, described as a percentage interest of all of the Economic Interests of the Company, and a cash price at which the Selling Member is willing to sell such portion of its Economic Interest. The Members which elect to exercise this right of first offer (the "ROFO NoticePurchasing Members") setting forth its intentions with respect to a Ship Sale and offering Zoullas shall have the right (the "ROFO") to make an offer to purchase on a pro rata basis determined with reference to the vessel described in relationship of each respective Purchasing Member's Percentage Interest to the ROFO Notice. Within seven total Percentage Interests of all of the Purchasing Members, unless a different allocation is agreed upon by such Members, all (7but not less than all) of the Economic Interest proposed to be sold by the Selling Member by giving written notification to the Selling Member of their intention to do so within forty-five (45) days of receipt of a ROFO Notice, Zoullas shall notify after receiving the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFOSelling Member's written notice. The failure of the Purchasing Members to so notify the Board Selling Member of their desire to exercise this right of first offer within such seven said forty-five (745) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described result in the ROFO Notice, Zoullas must, termination of the right of first offer and the Selling Member shall be entitled to consummate the sale of its Economic Interest in the Company subject of such notice to any Person at any time within fourteen one hundred eighty (14180) days of his receipt of after such forty-five (45) day period upon such terms as the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is Selling Member dictates and at a price acceptable which is not less than the cash price set forth in such notice. If the Selling Member fails to consummate a sale of its Economic Interest subject of such notice at or above stated cash price within such one hundred eighty (180) day period, then it must again comply with all of the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) provisions of having financing necessary to consummate this Section 10.2 before transferring any portion of such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyEconomic Interest.

Right of First Offer. If at any time Borrowers propose to enter into any type of financing to refinance in full the outstanding Obligations (a) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship SaleFINANCING") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), then Borrowers shall, before entering into such Financing with any third party, notify the Company shall promptly send Agent in writing of their desire to Zoullas enter into a Financing, such notice (the "ROFO NoticePROPOSAL NOTICE") setting forth its intentions to set out with respect particularity the type of Financing that the Borrowers wish to a Ship Sale and offering Zoullas the right consummate. Agent shall have five (5) Business Days (the "ROFOACCEPTANCE PERIOD") after Receipt of the Proposal Notice to inform the Borrowers of its willingness to provide the Financing (the "ACCEPTANCE NOTICE"), which Acceptance Notice shall be accompanied by a term sheet or proposal letter setting forth in detail the proposed terms and conditions upon which Agent would be prepared to provide the Financing. After the receipt of the Acceptance Notice, the Borrowers shall have the right, within five (5) Business Days (the "NEGOTIATION PERIOD") to make an accept such proposal, during which period the Agent and the Borrowers may negotiate in good faith the terms of the Agent's proposal and to execute a mutually acceptable commitment letter. If no Acceptance Notice is received by Borrowing Agent by the end of the Acceptance Period or if the parties are unable to agree to the terms of the Financing by the end of the Negotiation Period, then Borrowers shall have the right, for a period of one hundred eighty (180) days following the expiration of the later of the Acceptance Period or the Negotiation Period (the "CLOSING PERIOD"), to offer the Financing to purchase the vessel described a third party as set forth in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Proposal Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory which are, in the aggregate, more beneficial to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by Borrowers than the Board terms set forth in its reasonable judgment) of having financing necessary the Acceptance Notice. If the Borrowers are not able to consummate such Ship Sale. If Zoullas fails Financing prior to comply with the requirements expiration of the immediately preceding sentence (which failure shall include, for the avoidance of doubtClosing Period, the price Borrowers shall not being acceptable be entitled to consummate the Company Financing with a third party without again complying with this Section 6.15. Any failure by Agent or any Lender to issue an Acceptance Notice shall not be construed as a waiver of any of the Company not being reasonably satisfied with the other terms and terms, covenants or conditions of any of the definitive agreement delivered by Zoullas with respect to such Ship Sale)Loan Documents. For purposes of this Section 6.15, the Company "Lender" shall have no further obligations to Zoullas with respect to such Ship Sale include CapitalSource Finance LLC and the Company may consummate such Ship Sale with a Third Partyany of its parents, subsidiaries or Affiliates.

Right of First Offer. If BEA desires to transfer, sell, assign, pledge, encumber or otherwise dispose of (aa "Transfer") any shares of Preferred Stock, BEA shall deliver a written notice (the "Notice of Intended Transfer") to the Company. The Notice of Intended Transfer shall indicate the proposed number of shares of Preferred Stock contemplated to be transferred (the "Offered Shares"), and the proposed terms and conditions of the Transfer. The Company shall have the right to purchase all (but not less than all) of the Offered Shares subject to a particular Notice of Intended Transfer at the proposed price in cash and on the other proposed terms of Transfer. In order to exercise such purchase rights, within ten (10) days after receiving the Notice of Intended Transfer, the Company shall deliver to BEA a written election (the "Election Notice") to purchase all of the Offered Shares. If the Company does not exercise its purchase rights with respect to all (and not less than all) of the Offered Shares within such ten (10) day period or fails to deliver the Election Notice within such time period, BEA shall be free for a period of ninety (90) days thereafter to complete a Transfer of the Offered Shares at a price and on other terms no less favorable to BEA than those specified in the applicable Notice of Intended Transfer. If such a Transfer is not consummated within such ninety (90) day period by BEA, the Offered Shares shall again be subject to a right of first offer by the Company under the provisions of this Section 4. In the event the Company exercises its right to purchase such Offered Shares pursuant to this Section 4, the Company and BEA shall, no later than thirty (30) days after proper exercise of such right and as a condition of their respective obligations hereunder, enter into such agreements and deliver such documents to one another as shall be necessary for the Transfer of the Offered Shares to the Company as contemplated hereby. In the event that the Board determines Company is not in compliance with its obligations pursuant to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms Section 2 of this Agreement), the Company provisions of this Section 4 shall promptly send not apply to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board any proposed transfer by BEA during such time that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board is not in its reasonable judgment) of having financing necessary to consummate compliance with such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyprovisions.

Right of First Offer. (a) In the event that the Board determines If Xxxxx desires to sell Sell shares of Common Stock to any of the vessels owned by any of its Subsidiaries or the equity securities or Person other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either than (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice an Affiliate of Xxxxx or (ii) does not intend with respect to exercise up to an aggregate number of shares of Common Stock equal to 40% of the shares of Common Stock held by Xxxxx and his Affiliates, to any employee of Vulcan Inc. or any Subsidiary thereof, Xxxxx shall invite the Management Stockholders to make a firm offer to purchase such ROFOshares of Common Stock by promptly notifying the Management Stockholders in writing of such desire to Sell such shares (such notice, the “Alpha Notice”). The failure Management Stockholders shall have a period of 30 days after delivery of the Alpha Notice to provide Xxxxx with a Qualifying Alpha Offer; provided however that if the shares of Common Stock subject to such Alpha Notice represent more than 50% of the outstanding shares of Common Stock, the Management Stockholders shall have a period of 45 days after delivery of the Alpha Notice to provide Xxxxx with a Qualifying Alpha Offer. A “Qualifying Alpha Offer” means a bona fide firm written offer by the Management Stockholders, acting jointly, or if one Management Stockholder elects not to make an offer, by the other Management Stockholder, to purchase all (but not less than all) of the shares of Common Stock then proposed to be Sold by Xxxxx, which offer shall (w) be solely for cash, (x) set forth the material terms and conditions of such offer and the price or method of determining such price (the “Alpha Price”), (y) by its terms be open and irrevocable within the Alpha Option Period and (z) accompanied by written firm, binding commitments from reputable financial institutions to provide financing for such offer, all to Xxxxx’x reasonable satisfaction. Xxxxx shall have a period of up to 60 days (the “Alpha Option Period”) after the receipt of a Qualifying Alpha Offer within which to notify the Board Management Stockholders in writing that he accepts the Qualifying Alpha Offer. If Xxxxx gives such written notice within the Alpha Option Period then the Management Stockholders shall have up to an additional 120 days after Xxxxx gives such seven (7) day period shall be deemed notice to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing do all things necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall includetransaction, including receiving consents and entering into agreements, and for the avoidance of doubtdoubt during such time the Qualifying Alpha Offer shall remain irrevocable by the Management Stockholder(s). If the Management Stockholders do not make a Qualifying Alpha Offer within the requisite 30 or 45-day period, as applicable, after delivery of the Alpha Notice, or if, having made such an offer, the Management Stockholder(s) fail to consummate such transaction within the 120-day period provided above, Xxxxx may secure a bona fide offer for such shares of Common Stock from a third party and Sell such shares of Common Stock to such third party at any price not being acceptable and on any terms, provided that such Sale to the Company bona fide third party is consummated within 270 days after the end of such 30, 45 or 120-day period, as applicable. In addition, following delivery of a Qualifying Alpha Offer, Xxxxx may secure a bona fide offer for such shares of Common Stock from a third party and Sell such shares of Common Stock to such third party at a price greater than the Company not being reasonably satisfied with Alpha Price contained in, or is on terms which are otherwise, in Xxxxx’x reasonable judgment, in the other aggregate superior to the terms of, the Qualifying Alpha Offer, provided that such Sale to the bona fide third party is consummated within 270 days after the date on which such Qualifying Alpha Offer is delivered. To the extent Xxxxx accepts a Qualifying Alpha Offer under this Section 4.5 and conditions the Management Stockholder(s) making such offer fail to consummate such transaction in breach of the definitive agreement delivered obligation created by Zoullas with respect to the acceptance of such Ship Sale)offer, the Company foregoing shall not preclude Xxxxx from seeking from such Management Stockholder(s) money damages and suitable relief to which he may be entitled as a result of such Management Stockholder(s)’ breach. This Section 4.5 shall terminate when either Management Stockholder shall have no further obligations lost its right to Zoullas with respect designate a director pursuant to such Ship Sale and the Company may consummate such Ship Sale with a Third PartySection 3.1.

Right of First Offer. (a) In the event that a Transfer Notice states that the Board determines Notifying Stockholder proposes to sell any Transfer shares of Stock in a transaction that does not constitute an Intra-Group Transfer, then, not later than 5:00pm Central Time on the vessels owned by any 30th calendar day following date on which such Transfer Notice is deemed delivered to each of its Subsidiaries AB, the Voting Representative and the Successor Voting Representative (such 30 calendar day period, the “Election Period”), AB (or AB’s designee specified in writing to the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party Notifying Shareholder (any such saledesignee, a "Ship Sale"“AB’s Designee”)), individually and not as the Successor Voting Representative, shall be entitled to provide written notice (any such notice, the “Election Notice”) to each of the Notifying Stockholder, the Voting Representative and Zoullas objected the Successor Voting Representative that AB (or, if applicable, AB’s Designee) is electing to such Ship Sale (such objection to be evidenced by a negative vote purchase all or a no vote portion (as specified in the Election Notice) of the shares of Stock covered by Zoullas the Transfer Notice at the same per share price and on the other economic terms set forth in the Transfer Notice. Thereafter, and not later than 5:00pm Central Time on the 60th calendar day following the date on which such Election Notice is deemed delivered to each of the Notifying Stockholder, the Voting Representative and the Successor Voting Representative (or the first business day on which national banks in Dallas, Texas are open for the transaction of business in the event Zoullas did that such 60th calendar day is not have such a business day), the opportunity Notifying Stockholder shall sell to voteAB (or, if applicable, AB’s Designee), and AB (or, if applicable, AB’s Designee) shall purchase from the Notifying Stockholder, the number of shares of Stock specified in the Election Notice (which shares shall be sold by the Notifying Stockholder pursuant to customary share transfer documentation and shall be free and clear of any liens, security interests, pledges, mortgages or similar encumbrances) in exchange for the meeting payment by AB (or, if applicable, AB’s Designee) to the Notifying Stockholder of the Board per share purchase price and on the other economic terms specified in which the decision Transfer Notice applicable to proceed with a potential Ship Sale was ratified the shares so purchased and sold. Any such shares so purchased by AB (or, if applicable, AB’s Designee) pursuant to this Paragraph 4.5 shall, upon the Board in accordance with consummation of such purchase, no longer be subject to the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Noticebut such shares may become subject, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect if applicable, to the Ship Sale described in terms of the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship SaleAdditional Voting Agreement. In the event Zoullas elects that AB (or, if applicable, AB’s Designee) does not exercise the right to exercise his ROFO with respect purchase any shares of Stock covered by the Transfer Notice pursuant to this Paragraph 4.5, then the Notifying Stockholder shall be permitted to effect the Transfer proposed in the Transfer Notice, on terms at least equal to 90% of the per share purchase price and the other economic terms specified in the Transfer Notice, during the 60 calendar day period following the expiration of the Election Period. If, at the end of such 60 calendar day period, any shares of Stock covered by the Transfer Notice shall not have been so Transferred by the Notifying Stockholder, then such shares shall once again remain subject to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days provisions of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyParagraph 4.

Right of First Offer. (a) In Before any Shares may be Transferred by the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels Investor pursuant to a Third Party Permitted Public Transfer (excluding any such sale, a "Ship Sale"Transfer pursuant to paragraph (d) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this AgreementExhibit C), the Company Investor shall promptly send to Zoullas deliver a written notice (the "a “ROFO Notice"”) setting forth its intentions to the Company, which shall confirm the Investor’s bona fide intention to Transfer Shares (such shares, the “ROFO Shares”) in a Permitted Public Transfer. During the period of ten (10) Business Days following the delivery of the ROFO Notice to the Company (the “ROFO Negotiation Period”), the Investor shall, if so requested by the Company, negotiate exclusively with the Company in good faith with respect to a Ship Sale and offering Zoullas transaction in which the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of Investor shall Transfer all or a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt portion of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory Shares to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board , in its reasonable judgment) lieu of having financing necessary to consummate an effective Permitted Public Transfer for such Ship SaleROFO Shares. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for For the avoidance of doubt, the price Investor shall not being acceptable have any obligation to Transfer any ROFO Shares to the Company or Company, and the Company shall not being reasonably satisfied with have any obligation to purchase any ROFO Shares from the other Investor, unless the Company and the Investor mutually agree to such a transaction in writing. If, following the expiration of the ROFO Negotiation Period, the Company and the Investor have not agreed in writing for the Investor to Transfer all or a portion of the ROFO Shares to the Company, then the Investor shall have the right, during a period of six (6) months following the end of the ROFO Negotiation Period (the “ROFO Open Period”), subject to the terms and conditions of this Agreement (including Section 4.4), to Transfer all of the definitive agreement delivered by Zoullas ROFO Shares in a Permitted Public Transfer; provided, however, that (x) if the ROFO Shares are comprised of the Registrable Shares (as defined in Exhibit C), and (y) if the Investor demands, pursuant to the Registration Rights, a registration of such ROFO Shares or the filing of a Prospectus Supplement (as defined in Exhibit C) with respect to such Ship Sale)ROFO Shares during the ROFO Open Period, then the ROFO Open Period shall end six (6) months following the effectiveness of the applicable Registration Statement or Prospectus Supplement filed by the Company pursuant to or as contemplated by Exhibit C. If the Investor desires to Transfer any ROFO Shares following the end of the ROFO Open Period in a Permitted Public Transfer, then the Investor shall have no further obligations be required to Zoullas comply with respect the procedures set forth under this Section 4.6 again by delivering a new ROFO Notice to such Ship Sale and the Company may consummate such Ship Sale and provide the Company with a Third Partyanother ROFO Negotiation Period pursuant to this Section 4.6.

Right of First Offer. StarCare shall have a right of first offer (a“Right of First Offer”) In in the event that the Board determines Buyer wishes to sell any all or substantially all of the vessels owned assets and/or business operations of any or all of the Medical Clinics acquired in the Transaction (including any desire by Buyer to sell the stock of Buyer which is acquiring title to the assets) (“Covered Sale”). StarCare can assign its Right of First Offer to any StarCare Affiliate, including but not limited to Prospect Professional Care Medical Group, Prospect NWOC Medical Group, and Prospect Medical Group (collectively, the “Prospect IPAs”). References to the rights of StarCare in this Section 4.2 shall be deemed to include references to each StarCare Affiliate. If at any time Buyer desires to make a Covered Sale then, Buyer shall furnish StarCare a notice setting forth the terms and conditions, determined by Buyer, of its Subsidiaries or the equity securities or other interests in any of requirements to make its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship desired Covered Sale (such objection “ROFO Notice”). StarCare shall have thirty (30) days after receipt of the ROFO Notice to elect, in writing, to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting purchaser of the Board in which Covered Sale at the decision to proceed with a potential Ship Sale was ratified by price and on the Board in accordance with the such terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting and conditions set forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) StarCare’s silence shall be deemed a rejection of the right to be the purchaser of the Covered Sale. If StarCare timely and properly elects to be the purchaser of the Covered Sale, the closing shall take place within 90 days of receipt the ROFO Notice. The purchase price shall be paid in full in cash at closing or, at the election of StarCare, 45% in cash at closing and 55% by means of a ROFO Noticepromissory note with 12 equal monthly installments bearing interest on the unpaid balance at 5% interest, Zoullas secured by the assets or stock purchased in the Covered Sale. If StarCare does not timely elect to be the purchaser of the Covered Sale, Buyer shall notify be free to make the Board Covered Sale to any other purchaser, provided that he either (i) wishes if Buyer intends to exercise his ROFO with respect to make such Covered Sale at a price less than 95% of the Ship Sale price described in the ROFO Notice or (ii) does not intend on terms materially more favorable to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described purchaser than those set forth in the ROFO Notice, Zoullas mustBuyer shall give StarCare written notice setting forth the applicable purchase price and terms and conditions, within fourteen and StarCare shall have thirty (1430) days of his receipt to elect in writing to be the purchaser of the ROFO Notice (i) execute a definitive agreement with respect to Covered Sale at such Ship Sale that is at a purchase price acceptable to the Company and on other such terms and conditions reasonably satisfactory to conditions. Notwithstanding the Company; and (ii) make foregoing, a customary deposit and provide credible evidence (as determined sale by the Board in its reasonable judgment) Buyer exclusively of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements all or any portion of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions assets of the definitive agreement delivered by Zoullas with respect to such Ship Sale)worker’s compensation portion of the Clinic Assets, the Company shall have no further obligations to Zoullas with respect to such Ship not be a Covered Sale and the Company may consummate such Ship Sale with a Third Partyhereunder.

Right of First Offer. In addition to other restrictions found in this Agreement, in the event any Member (asuch Member being herein referred to as the “Selling Member”), desires to Transfer any of its Membership Interest to any Person which is not an Affiliate of such Selling Member, and, in the case of Lifford, any member of the Cxxxxxxx Group (a “Third Party Buyer”), such Selling Member must first make a bona fide offer in good faith (including as to price and terms) to Transfer such Membership Interest to the other Members (such other Members being referred to as the “Member Offerees”) on a pro rata basis and must Transfer such Membership Interest to any Member Offeree that accepts such offer as set forth below. In the event any such Selling Member desires to Transfer such offered Membership Interest, such Selling Member will notify in writing (the “Offer Notification”) the Company and the Member Offerees of such desire setting forth the amount of the Membership Interest proposed to be Transferred and the proposed purchase price thereof (the “Offered Membership Interest”) and other terms of the proposed sale (the “Terms”); provided, that the consideration must be in United States Dollars and must constitute a bona fide, good faith offer. For a period of thirty (30) days following the receipt of the Offer Notification, the Selling Member and the Member Offerees shall negotiate in good faith to agree upon a final purchase price and terms for the Offered Membership Interest (a “Negotiated Purchase Price”). If the Selling Member and the Member Offerees agree on a Negotiated Purchase Price, then the Member Offerees shall purchase the Offered Membership Interest at the Negotiated Purchase Price. If the Selling Member and the Member Offerees are unable in good faith to agree on a purchase price and terms, the Member Offerees shall have the right for a period of fifteen (15) days following the end of the thirty (30) day negotiation period, to elect to purchase all or any portion of its pro rata share of such Offered Membership Interest on the Terms originally set forth in the Offer Notification (the “Transfer Offer Period”). If the Member Offeree elects not to purchase the Offered Membership Interest prior to the termination of the forty-five (45) day period, such Member Offeree shall be deemed to have waived its right to purchase the Offered Membership Interest under this Section 9.3 (but not under any other section of this Agreement). If any Member Offeree desires to purchase such Offered Membership Interest, it will notify in writing (the “Purchase Notification”) the Selling Member of such desire. In the event that any Member Offeree does not elect to purchase its full pro rata share of any such Offered Membership Interest, such unpurchased Offered Membership Interest will be offered by the Board determines Selling Member to sell the other Member Offerees (if any) subscribing to purchase the Offered Membership Interest on a pro rata basis for a period of fifteen (15) days commencing on the expiration of the Transfer Offer Period (the “Subsequent Transfer Offer Period”); provided, however, that if there is only one other Member, there shall be no Subsequent Transfer Offer Period. In the event that, after compliance with the foregoing provisions of this Section 9.3, the Member Offerees, taken together, fail to purchase all of the Offered Membership Interest, then (i) the Member Offerees shall have no right to purchase any of the vessels owned by Offered Membership Interest (other than pursuant to Section 9.4 or 9.8 below), and (ii) such Selling Member may offer to Transfer all of the Offered Membership Interest to any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries Person; provided, however, that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to Transfer must be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board made in accordance with the terms provisions set forth in Section 9.4 below. The closing of any purchase by the Member Offerees of any of the Offered Membership Interest as provided in this Agreement)Section 9.3 will take place at the offices of the Company on such date as designated by the Member Offerees occurring within fifteen (15) days after the expiration of the Subsequent Transfer Offer Period, or if there be none, the Company shall promptly send Transfer Offer Period. At such closing, the Member Offerees will be entitled to Zoullas a notice (receive customary representations and warranties from the "ROFO Notice") setting forth its intentions with respect to a Ship Sale Selling Member regarding ownership and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt title of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale Offered Membership Interest and the Company may consummate will evidence such Ship Sale with a Third PartyTransfer on the books of the Company.

Right of First Offer. Prior to the solicitation of third party offers or the written acceptance of an unsolicited third party offer for sale of the Property by the Company in a transaction that would be a taxable disposition under the Code, the Manager shall first notify the Xxxxxxx Representative in writing, of the price (athe “Specified Selling Price”) In for the event Property, provided that the Board determines to sell any provisions of Section 10.7 need not be complied with if at the time they would otherwise be applicable TZO and/or Beacon are exercising their rights under Section 8.3 against Members whose aggregate Percentage Interests are more than 33 1/3% of the vessels owned by aggregate Percentage Interests of all of the Original Partners or if at such time there has been failure to make any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection payments required to be evidenced by made to the Company pursuant to the Indemnity Agreement after notice thereof from the Company and there has been a negative vote or a no vote by Zoullas lapse of thirty (30) days since such notice was given. The Original Partners (among themselves in the event Zoullas did not whatever proportions as they may determine) shall then have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described Property at the Specified Selling Price set forth in the ROFO Notice. Within seven Manager’s notice or to purchase the Interests of TZO and all of (7but not less than all of) the other Beacon Members in the Company (the “Beacon Interests”), such right to be exercised, if exercised at all, by written notice from the Xxxxxxx Representative to the Manager given within thirty (30) days (the “Election Period”) after the notice from the Manager given pursuant to above. Any such notice shall also include an election as to whether the purchase is of receipt the Property or of the Beacon Interests. If no such designation is made, it shall be deemed that the Original Partners have elected to purchase the Beacon Interests. If the Original Partners exercise their rights under this paragraph, then the notice of such election shall be accompanied by, and shall be valid only if accompanied by, a ROFO Noticenon-refundable $2,000,000 cash deposit paid to an escrow agent designated by the Manager; such deposit shall be held by the escrow agent in an interest bearing account. If notice is not timely given or is not accompanied by the requisite deposit, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period Original Partners shall be deemed to have elected not to purchase the Property. If the Original Partners purchase the Property or the Beacon Interests, as the case may be, the $2,000,000 shall be a credit against the purchase price. During the Election Period, the Manager shall make the books and records of the Company available to the Original Partners and shall allow access to the Property during normal business hours for customary inspections by prospective purchasers of real property, subject, however, to delivery of confidentiality agreements and indemnities as to access comparable to those contained in the Master Transaction Agreement. Any purchase of the Property or the Beacon Interests by the Original Partners under this Section 10.7 shall be consummated within sixty (60) days after the notice from the Original Partners of their election to purchase the Property or the Beacon Interests, as the case may be, shall be for all cash and shall require the repayment of all mortgage loans on the Property, including, without limitation, the Subordinate Loans, provided, however, if any third party loan is assumable or, as the case may be, is not callable or it is not a default thereunder as a result of the consummation of the purchase of the Beacon Interests, such loan may be assumed or, as the case may be, remain outstanding if such is not callable or a default or appropriate consent is received, provided that Zoullas does not intend to exercise his ROFO all fees and other costs and expenses for such assumption shall be paid by the purchasing Original Partners, and TZO, any other Beacon Member, Beacon and any of their Affiliates which have provided any guarantees or indemnities in connection with respect to any such Ship Saleloan shall be released therefrom. In the event Zoullas elects the Beacon Interests are to exercise his ROFO with respect to be purchased, the Ship Sale described purchase price for the Beacon Interests shall be the amount the Beacon Members owning the Beacon Interests would receive (and as among the Beacon Members, in the ROFO Noticeamount each such Beacon Member would receive) if the Property were sold for the Specified Selling Price, Zoullas must, within fourteen (14) days of his receipt all indebtedness of the ROFO Notice Company were discharged, all other assets of the Company other than cash and cash equivalents were sold for their respective Book Values and the Company then liquidated. If any then existing third party indebtedness of the Company remains outstanding after a purchase of the Beacon Interests, then the principal amount thereof on the Closing of any such purchase shall be deducted in determining the aforesaid purchase price. In determining the amount pursuant to clause (i) execute of the first sentence of this paragraph, it shall be assumed that no amount would be payable by the Company upon a definitive agreement with respect sale of the Property on account of the D.C. Franchise Tax if none would have been payable upon a sale of the Property by the Company based on the Company liquidating at the time of a sale (and thus the gain being passed out to the Members of the Company, if such Ship Sale is then permissible or required under applicable law), and after deducting one-half of the then applicable real estate transfer tax if none is incurred in the actual transaction or if and to the extent the Beacon Members do not bear such tax. For purposes of determining the amount due under the Subordinate Loans under the immediately preceding two paragraphs, it shall be deemed that the Property is sold for the Specified Selling Price. If the Original Partners do not exercise, or are deemed not to have exercised, their right of purchase pursuant to the preceding provisions of this Section 10.7, the Manager shall thereafter be entitled to cause the Company to sell the Property, provided that any such sale is closed within two hundred and seventy (270) days after the expiration of the Election Period at a price acceptable which is not less than ninety-two and one-half percent (92.5%) of the Specified Selling Price. In the event the Property is not sold to a third party within the aforesaid two hundred and seventy (270) days period for the minimum price determined pursuant to this paragraph, then if the Manager thereafter desires to sell the Property or thereafter receives an unsolicited offer for the Property, the Manager shall be required to reinstate the aforesaid provisions of this Section 10.7. In the event the Original Partners elect to purchase the Property or the Beacon Interests but fail to complete the purchase for any reason other than the Manager’s failure to cause the Company to convey the Property or any Beacon Member’s failure to convey its Interest or the failure to give the requisite representations and on other terms and conditions reasonably satisfactory to warranties provided for above , the Company; and (ii) make a customary aforesaid $2,000,000 deposit and provide credible evidence shall be retained by the Beacon Members as liquidated damages (as determined payments between Members and not as Company revenue or expenditure) and the Manager shall thereafter be free to cause the Company to sell the Property at any time and for any price and the provisions of this Section 10.7 shall thereafter be null and void and no longer applicable as to any future potential sale of the Property. The remedies under this paragraph shall be the sole and exclusive remedies in the event the Original Partners elect to purchase the Property or to purchase the Beacon Interests but thereafter fail to close. Any conveyance of the Property by the Board in its reasonable judgment) of having financing necessary Company to consummate such Ship Sale. If Zoullas fails to comply with or as directed by the requirements of the immediately preceding sentence (which failure purchasing Original Partners shall includebe by standard conveyance documents, for the avoidance of doubt“as is”, the price not being acceptable to and without any representations and warranties by the Company or the Beacon Members except that, subject to the proviso below, the Beacon Members shall make real estate representations as to rent roll, leases and operating contracts (but not any other real estate related representations) which the Beacon Members’ parent customarily makes when it sells real estate and due authorization and similar entity representations of the selling Entity, except that all matters occurring or existing prior to the Closing Date under the Master Transaction Agreement shall be excluded from any such representations, provided, however, if at such time the Xxxx X. Xxxxxxx Company not or any Affiliate thereof or any Affiliate of any Original Partner (an “Xxxxxxx PM Affiliate”) is the property manager or the subproperty manager, then no real estate representations of any nature shall be made by the Company or the Beacon Members. Any conveyance of the Beacon Interests in the Company if there is a purchase of the Beacon Interests shall be by an Assignment of Member Interest with representations and warranties by the assigning Beacon Member of its authority to so convey and its ownership of the Interest being reasonably satisfied with conveyed free and clear of all liens and other encumbrances other than those under this Agreement, as well as representations and warranties of the Beacon Members comparable to the Entity Representations contained in, and as such term is defined in, the Master Transaction Agreement for the period from the Closing Date until the closing of the purchase of the Beacon Interests. Any representations and warranties so provided shall have survival periods, floors and limits of liability and concepts of “deemed Buyer knowledge” which are the same as those set forth in the Master Transaction Agreement; as to “deemed Buyer knowledge”, the relevant individuals shall be such Persons as are agreed upon as between the Xxxxxxx Representative and the Manager, each acting reasonably, provided that in all events such individuals shall include the appropriate on-site manager, if any, or the person having a comparable off-site position, and the relevant senior supervisor of the Xxxxxxx PM Affiliate, if any. In all events, all representations and warranties shall exclude any matter in existence prior to the Closing Date under the Master Transaction Agreement and shall exclude all matters which were or are caused by any act or omission of any Original Partner or any Affiliate of any Original Partner Closing costs shall be apportioned as between, and normal prorations shall be made as between, the Company, as if it were a seller of real property, and the purchasing Original Partners in the customary manner for real estate transactions in the District of Columbia. At the request of the Manager, upon a prospective sale of the Property, at any time from the initiation of the sale process therefor until the consummation of any sale, the Xxxxxxx Representative, on its own behalf and on behalf of all the other terms Original Partners, shall provide an Estoppel Certificate or other similar form of certification as to the compliance and conditions satisfaction of the definitive agreement delivered provisions of this Section 10.7, or if it believes such compliance has not occurred, stating the particulars of any non-compliance. Any such certification by Zoullas the Xxxxxxx Representative shall be binding on all the Original Partners. If no such certification or statement of non-compliance is received within ten (10) Business Days after request therefor, then it shall be unrebuttably presumed that Section 10.7 has been complied with respect to and such Ship Sale)unrebuttable presumption shall be binding on all the Members, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.any Person claiming by or through any Member. ****************

Right of First Offer. If Histogenics desires to enter into any agreement with a third party to develop and/or manufacture a **** and Purpose has the technology, experiences and resources necessary to assist with such development and manufacturing, then Histogenics shall in good faith provide a written offer for Purpose to potentially negotiate for such development and/or subsequent manufacturing work (athe “Offer Notice”) In the event that the Board determines to sell any Purpose. Purpose shall have **** from receipt of the vessels owned by Offer Notice to begin negotiating an agreement for such development and subsequent manufacturing work with Histogenics. If Purpose rejects the offer, is unable to develop or manufacture such ****, or if after **** of negotiating the parties are unable to come to an agreement regarding such offer or to agree on a reasonable timeframe for concluding the negotiations , then Histogenics may enter into and have discussions with any third party regarding such offer and/or such development and manufacturing work, and Histogenics shall have no other obligations under this Section 14. For the sake of its Subsidiaries or clarity, if the equity securities or other interests in any of its Subsidiaries that own any such vessels parties agree to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (extend the timeframe for concluding the negotiations as described in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified foregoing sentence, then if by the Board in accordance end of such extension, ****CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the parties are unable to come to an agreement regarding such offer, then Histogenics may enter into and have discussions with any third party regarding such offer and/or such development and manufacturing work, and Histogenics shall have no other obligations under this Section 14. If the parties are able to come to an agreement on the terms of this Agreement)such projects, Histogenics and Purpose shall enter into a co-development agreement based on a specific project, working on design requirements, quality systems and testing of such ****. If the parties then choose to develop commercial manufacturing capabilities based on such design, the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other parties will further negotiate reasonable terms and conditions reasonably satisfactory to the Company; and (ii) make for a customary deposit and provide credible evidence (as determined by the Board manufacturing agreement for such **** mentioned in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partythis provision.”

Right of First Offer. The parties acknowledge and agree that they will negotiate in good faith during the Due Diligence Period to finalize a written form of right of first offer to provide Buyer or its Affiliates the right to make the first offer to purchase any hotels (a) In the event that the Board determines to sell any other than those Hotels included herein or currently pending sale as of the vessels Effective Date to third parties pursuant to other purchase-sale agreements or letters of intent) currently owned or being developed by any of Seller or its Subsidiaries or Affiliates (as the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such salecontext may require, individually a "Ship SaleROFO Hotel" and, collectively, the "ROFO Hotels") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO NoticeAgreement") setting forth its intentions with respect ); provided, however, that the failure to a Ship Sale and offering Zoullas finalize such ROFO Agreement shall not provide Seller or Buyer the right to terminate this Agreement. The parties hereto acknowledge and agree that the ROFO Agreement shall (i) not be recorded by Seller or Buyer (or either of their Affiliates) at any time; (ii) expire twenty-four (24) months following the Effective Date; (iii) provide that Seller (or its Affiliates) will provide notice to Buyer of its intent to sell a ROFO Hotel(s) and then allow Buyer (or its Affiliate) ten (10) Business Days to provide Seller (or its Affiliate) a letter of intent for such ROFO Hotel(s) (the "ROFOROFO Offer"); (iv) provide that Seller (or its Affiliate) will respond to make an offer to purchase the vessel described in the Buyer's ROFO Notice. Within seven Offer within five (75) days Business Days with its acceptance or rejection of receipt of a such ROFO Notice, Zoullas shall notify the Board Offer (provided that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The Seller's failure to notify the Board respond within such seven five (75) day Business Day period shall be deemed to be a notice that Zoullas does not intend rejection of such ROFO Offer); and (v) allow for Seller (or its Affiliate) to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in freely market the ROFO Notice, Zoullas must, within fourteen Hotel following Seller's (14or its Affiliate's) days of his receipt rejection of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyOffer.

Right of First Offer. In addition to other restrictions found in this Agreement, in the event any Member (asuch Member being herein referred to as the "SELLING MEMBER"), desires to Transfer any of its Membership Interest to any Person which is not an Affiliate of such Selling Member, and, in the case of Lifford, any member of the Xxxxxxxx Group (a "THIRD PARTY BUYER"), such Selling Member must first make a bona fide offer in good faith (including as to price and terms) to Transfer such Membership Interest to the other Members (such other Members being referred to as the "MEMBER OFFEREES") on a pro rata basis and must Transfer such Membership Interest to any Member Offeree that accepts such offer as set forth below. In the event any such Selling Member desires to Transfer such offered Membership Interest, such Selling Member will notify in writing (the "OFFER NOTIFICATION") the Company and the Member Offerees of such desire setting forth the amount of the Membership Interest proposed to be Transferred and the proposed purchase price thereof (the "OFFERED MEMBERSHIP INTEREST") and other terms of the proposed sale (the "TERMS"); provided, that the consideration must be in United States Dollars and must constitute a bona fide, good faith offer. For a period of thirty (30) days following the receipt of the Offer Notification, the Selling Member and the Member Offerees shall negotiate in good faith to agree upon a final purchase price and terms for the Offered Membership Interest (a "NEGOTIATED PURCHASE PRICE"). If the Selling Member and the Member Offerees agree on a Negotiated Purchase Price, then the Member Offerees shall purchase the Offered Membership Interest at the Negotiated Purchase Price. If the Selling Member and the Member Offerees are unable in good faith to agree on a purchase price and terms, the Member Offerees shall have the right for a period of fifteen (15) days following the end of the thirty (30) day negotiation period, to elect to purchase all or any portion of its pro rata share of such Offered Membership Interest on the Terms originally set forth in the Offer Notification (the "TRANSFER OFFER PERIOD"). If the Member Offeree elects not to purchase the Offered Membership Interest prior to the termination of the forty-five (45) day period, such Member Offeree shall be deemed to have waived its right to purchase the Offered Membership Interest under this Section 9.3 (but not under any other section of this Agreement). If any Member Offeree desires to purchase such Offered Membership Interest, it will notify in writing (the "PURCHASE NOTIFICATION") the Selling Member of such desire. In the event that any Member Offeree does not elect to purchase its full pro rata share of any such Offered Membership Interest, such unpurchased Offered Membership Interest will be offered by the Board determines Selling Member to sell the other Member Offerees (if any) subscribing to purchase the Offered Membership Interest on a pro rata basis for a period of fifteen (15) days commencing on the expiration of the Transfer Offer Period (the "SUBSEQUENT TRANSFER OFFER PERIOD"); provided, however, that if there is only one other Member, there shall be no Subsequent Transfer Offer Period. In the event that, after compliance with the foregoing provisions of this Section 9.3, the Member Offerees, taken together, fail to purchase all of the Offered Membership Interest, then (i) the Member Offerees shall have no right to purchase any of the vessels owned by Offered Membership Interest (other than pursuant to Section 9.4 or 9.8 below), and (ii) such Selling Member may offer to Transfer all of the Offered Membership Interest to any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries Person; provided, however, that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to Transfer must be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board made in accordance with the terms provisions set forth in Section 9.4 below. The closing of any purchase by the Member Offerees of any of the Offered Membership Interest as provided in this Agreement)Section 9.3 will take place at the offices of the Company on such date as designated by the Member Offerees occurring within fifteen (15) days after the expiration of the Subsequent Transfer Offer Period, or if there be none, the Company shall promptly send Transfer Offer Period. At such closing, the Member Offerees will be entitled to Zoullas a notice (receive customary representations and warranties from the "ROFO Notice") setting forth its intentions with respect to a Ship Sale Selling Member regarding ownership and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt title of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale Offered Membership Interest and the Company may consummate will evidence such Ship Sale with a Third PartyTransfer on the books of the Company.

Right of First Offer. (a) In the event that the Board determines If Landlord desires to sell any of the vessels owned by any of its Subsidiaries Leased Property, or the equity securities or if Landlord shall otherwise receive an offer from a party other interests in any of its Subsidiaries that own than Tenant for any such vessels sale or transfer which Landlord intends to a Third Party (any accept, then Landlord shall, prior to entering into an agreement with respect to such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection provide, or shall cause to be evidenced by provided, written notice (the “ROFO Notice”) to Tenant of its intention to effect such a negative vote or a no vote by Zoullas transaction, which ROFO Notice shall specify the cash purchase price for the Leased Property (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with “ROFO Purchase Price”), the terms of this Agreement), payment and the Company closing date. Tenant shall promptly send have fifteen (15) days from the receipt of the ROFO Notice to Zoullas a notice notify Landlord in writing (the "“ROFO Acceptance Notice"”) setting forth of its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer intent to purchase the vessel described Leased Property on the terms and conditions set forth in the ROFO Notice, except that any sale to Tenant to shall in all events be “AS IS”, “WHERE IS”, without representation or warranty by Landlord. Within seven In the event that, at any time within three hundred sixty five (7365) days after the date that Tenant shall have failed to provide Landlord with a ROFO Acceptance Notice, Landlord shall elect to sell the Leased Property for a purchase price that is less than ninety percent (90%) of the ROFO Purchase Price, Landlord shall provide to Tenant a ROFO Notice specifying such reduced ROFO Purchase Price and Tenant shall have fifteen (15) days from the receipt of the ROFO Notice in which to deliver a ROFO Acceptance Notice with respect thereto. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) days from Landlord’s receipt of any ROFO Acceptance Notice pursuant to this Article 20 for any reason other than bad faith on the part of Landlord. If Tenant shall fails to provide Landlord with a ROFO Acceptance Notice within fifteen (15) days of receipt of any ROFO Notice pursuant to this Article 20, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) days after receipt of any ROFO Acceptance Notice, then Landlord shall have three hundred sixty-five (365) days from the date thereof to sell the Leased Property to any third party for a purchase price not less than the ROFO Purchase Price specified in the applicable ROFO Notice. If at the expiration of any such three hundred sixty-five (365) day period Landlord shall not have sold the Leased Property, Zoullas Tenant shall notify again have the Board that he either rights under this Article 20. Notwithstanding anything to the contrary contained in this Agreement, Tenant’s rights under this Article 20 shall be limited to a sale of one or more of the Properties and shall not include (i) wishes to exercise his ROFO with respect to a sale of the Ship Sale described in the ROFO Notice or Properties as part of a sale of other properties, (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt sale of the ROFO Notice Properties as part of a series of related sales of other properties, (iiii) execute any transfer in connection with any financing (or a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board foreclosure sale or deed in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Salelieu thereof), the Company shall have no further obligations (iv) a transfer to Zoullas with respect any Affiliated Person of Landlord, (v) a transfer to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyany Person to whom Landlord sells all or substantially all of its assets or (vi) any sale of an interest in Landlord.

Right of First Offer. You may not transfer any Shares or -------------------- Warrants (aor any shares acquired upon the exercise or conversion thereof) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board than in accordance with the terms of this Section and the other relevant provision of this Agreement), and any transfer other than in accordance with the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period terms hereof shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Salenull and void. In the event Zoullas elects you propose to transfer any Shares or Warrants (or any shares acquired upon the exercise his ROFO with respect or conversion thereof), you shall give the Company prior written notice of your intention, describing in as much detail as is reasonably practicable the price or price range and other terms upon which you propose to transfer such securities. The Company shall have the option for ten days from the date of receipt of any such notice to offer to purchase all or a portion of such securities upon the terms specified in an offer letter delivered by the Company to you. You shall respond in writing to the Ship Sale described in Company within 10 days of receipt thereof indicating whether you accept the ROFO NoticeCompany's offer. In the event you accept the Company's offer, Zoullas mustthe closing of such purchase shall take place as soon as is reasonably practicable. In the event you elect not to accept the Company's offer, you shall have 90 days thereafter to sell or enter into an agreement (pursuant to which the sale covered thereby shall be closed, if at all, within fourteen (1430 days from the date of said agreement) days to sell all or a portion of his receipt of your securities; provided that, insofar as any such sale relates to the ROFO Notice (i) execute a definitive agreement with respect to securities covered by the Company's offer, such Ship Sale that is sale must be at a price acceptable and upon general terms no more favorable to the purchasers thereof than specified in the Company's offer. In the event that you have not sold within said 90-day period or entered into an agreement to sell your securities within said 90-day period (or sold securities in accordance with the foregoing within 30 days from the date of said agreement), you shall not thereafter sell any securities without first giving notice to the Company and on other terms and conditions reasonably satisfactory otherwise complying with the provisions of this Section. Notwithstanding anything to the Company; and contrary contained herein, in any three month period, you may sell Shares or Warrants convertible into (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements or shares acquired upon conversion or exercise of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable Shares or Warrants) up to the Company or the Company not being reasonably satisfied with the other terms and conditions one percent of the definitive agreement delivered by Zoullas outstanding Common Stock (on a fully diluted basis) without complying with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partythis right of First Offer.

Right of First Offer. (a) In For a period of three (3) years after the event that the Board determines to sell any of the vessels owned by Closing Date neither Xxxx nor any of its Subsidiaries Affiliates may assign, sell or transfer to any Person who is not an Affiliate of Xxxx either a controlling interest in the equity securities capital stock or other interests a majority of the assets of CUMSA or Echlin-Mexicana or both unless Xxxx has delivered to Buyer notice of Dana's desire to undertake such assignment, sale or transfer and describing the assets or capital stock Xxxx or its Affiliates desires to assign, sell or transfer and providing basic financial information about the business being sold (the "TRANSFER NOTICE"). Within thirty (30) days after delivery of a Transfer Notice, Buyer may notify Xxxx whether Buyer wishes to consider the transaction described in the Transfer Notice, and if so, what range of price it might be prepared to pay. If Buyer notifies Xxxx that Buyer does not desire to consider such transaction or if Buyer does not submit any notice to Xxxx within the thirty (30) day time period, neither Xxxx nor any of its Subsidiaries that own Affiliates shall have any such vessels further obligation to a Third Party (Buyer in respect of any such saleassignment, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote transfer or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting sale of the Board in which capital stock or assets of CUMSA, Echlin-Mexicana or both, and the decision provisions of Section 7.23(b) shall cease to proceed with apply. If Buyer notifies Xxxx within the thirty (30) day time period that Buyer desires to consider such a potential Ship Sale was ratified by transaction, then during a period ending on the Board in accordance with ninetieth (90th) day following the terms date of this Agreementthe Transfer Notice ("NEGOTIATION PERIOD"), Buyer and the Company applicable Sellers shall promptly send to Zoullas a notice (negotiate the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Salepurchase of the assets or capital stock of CUMSA, Echlin-Mexicana or both, as the case may be. During the Negotiation Period, Sellers shall use commercially reasonable efforts to(i) give Buyer and its representatives (including its lenders, underwriters or other financing sources), upon reasonable notice to Sellers, full access at all reasonable times, and in a manner so as not to interfere with the Company shall have no further obligations normal business operations of the Sellers, to Zoullas all assets, properties, books, records (including Tax records), Contracts, documents and personnel relating to CUMSA, Echlin-Mexicana or both, as the case may be, (ii) permit Buyer to make such inspections as it may reasonably require and (iii) furnish Buyer during such period with respect to all such Ship Sale and the Company information as Buyer may consummate such Ship Sale with a Third Partyreasonably request.

Right of First Offer. (a) In If any Initial Member proposes to Transfer its Units after the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") Lock-Up Period and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect prior to the Ship Sale described in the ROFO Notice or consummation of an Initial Public Offering (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, not including a Transfer to a Permitted Transferee) (such Units which are proposed to be Transferred, the price not “Offered Units” and the Initial Member proposing such transfer, the “Offering Member”), such Offering Member shall provide written notice to each other Initial Member that remains a Major Investor (a “ROFO Rightholder”) of such decision to pursue a Transfer of the Offered Units (the “Offer Notice”), with a copy of the Offer Notice being acceptable delivered to the Company or Company. The Offer Notice shall specify: (i) the Company not being reasonably satisfied with total number of Offered Units to be Transferred by the other terms Offering Member; (ii) the proposed date, time and conditions location of the definitive agreement delivered by Zoullas with respect to such Ship Saleclosing of the Transfer, which shall not be less than 60 days from the date of the Offer Notice and (iii) the Exit Fair Market Value of each Offered Unit (which shall be payable solely in cash), and shall inform each ROFO Rightholder that such ROFO Rightholder may provide a statement in its ROFO Exercise Notice regarding its desire to purchase a number of Offered Units in excess of such ROFO Rightholder’s pro rata portion (based on the Company Sharing Percentage of each ROFO Rightholder at such time) of the Offered Units. Upon receipt of such written notice from the Offering Member, each ROFO Rightholder shall have no further obligations the option for a period of 15 days (the “Offer Period”) to Zoullas with respect elect to purchase all or any portion of its pro rata portion (based on the Sharing Percentage of each ROFO Rightholder at such Ship Sale and time) of the Company may consummate Offered Units at the Exit Fair Market Value as described in the Offer Notice (such Ship Sale with a Third Partyright, the “Right of First Offer”).

Right of First Offer. If at any time during the TERM, MEDIMMUNE develops and has marketing rights to [***] (a“COMPETING PRODUCT”) In the event that the Board determines and MEDIMMUNE desires to sell any grant rights to distribute a COMPETING PRODUCT in one or more countries of the vessels owned by any TERRITORY, then MEDIMMUNE shall first notify ABBOTT in writing that it is seeking to appoint such a distributor and if, within thirty (30) days after such written notice, ABBOTT notifies MEDIMMUNE in writing that ABBOTT is interested in becoming that distributor, then MEDIMMUNE and ABBOTT shall negotiate in good faith the terms and conditions of its Subsidiaries a distribution agreement for such COMPETING PRODUCT in such countries. If the PARTIES do not reach agreement as to the terms and conditions of such a distribution agreement within sixty (60) days after MEDIMMUNE receives such written notice from ABBOTT or ABBOTT does not notify MEDIMMUNE in writing of XXXXXX’x interest within the equity securities or other interests in any of its Subsidiaries that own any thirty (30) day period after the written notice from MEDIMMUNE, then MEDIMMUNE may grant such vessels rights to a Third Party (any such saleTHIRD PARTY. Notwithstanding the foregoing, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did the PARTIES were unable to reach an agreement as to the terms and conditions, MEDIMMUNE shall not offer such appointment to a THIRD PARTY on terms and conditions that are, on the whole, more favorable considering the economic value of the transaction, without first offering such terms and conditions to ABBOTT. Neither PARTY shall have the opportunity obligation to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make enter into an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to distribution of a COMPETING PRODUCT and neither shall have liability for failing to enter into any such Ship Sale that is at a price acceptable agreement. Notwithstanding anything in this Section 2.5 to the Company and on other terms and conditions reasonably satisfactory contrary, MEDIMMUNE may, itself, distribute a COMPETING PRODUCT in the TERRITORY through local wholesale distribution channels without first offering distribution rights to ABBOTT under this Section 2.5, provided that any THIRD PARTY appointed by MEDIMMUNE for such local distribution shall not market or promote the Company; and (ii) make a customary deposit and provide credible evidence (as determined by PRODUCT in the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyTERRITORY.

Right of First Offer. (a) In the event that a Transfer Notice states that the Board determines Notifying Stockholder proposes to sell any Transfer shares of Stock in a transaction that does not constitute an Intra-Group Transfer, then, not later than 5:00pm Central Time on the vessels owned by any 30th calendar day following date on which such Transfer Notice is deemed delivered to each of its Subsidiaries MB, the Voting Representative and the Successor Voting Representative (such 30 calendar day period, the “Election Period”), MB (or MB’s designee specified in writing to the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party Notifying Shareholder (any such saledesignee, a "Ship Sale"“MB’s Designee”)), individually and not as the Successor Voting Representative, shall be entitled to provide written notice (any such notice, the “Election Notice”) to each of the Notifying Stockholder, the Voting Representative and Zoullas objected the Successor Voting Representative that MB (or, if applicable, MB’s Designee) is electing to such Ship Sale (such objection to be evidenced by a negative vote purchase all or a no vote portion (as specified in the Election Notice) of the shares of Stock covered by Zoullas the Transfer Notice at the same per share price and on the other economic terms set forth in the Transfer Notice. Thereafter, and not later than 5:00pm Central Time on the 60th calendar day following the date on which such Election Notice is deemed delivered to each of the Notifying Stockholder, the Voting Representative and the Successor Voting Representative (or the first business day on which national banks in Dallas, Texas are open for the transaction of business in the event Zoullas did that such 60th calendar day is not have such a business day), the opportunity Notifying Stockholder shall sell to voteMB (or, if applicable, MB’s Designee), and MB (or, if applicable, MB’s Designee) shall purchase from the Notifying Stockholder, the number of shares of Stock specified in the Election Notice (which shares shall be sold by the Notifying Stockholder pursuant to customary share transfer documentation and shall be free and clear of any liens, security interests, pledges, mortgages or similar encumbrances) in exchange for the meeting payment by MB (or, if applicable, MB’s Designee) to the Notifying Stockholder of the Board per share purchase price and on the other economic terms specified in which the decision Transfer Notice applicable to proceed with a potential Ship Sale was ratified the shares so purchased and sold. Any such shares so purchased by MB (or, if applicable, MB’s Designee) pursuant to this Paragraph 4.5 shall, upon the Board in accordance with consummation of such purchase, no longer be subject to the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Noticebut such shares may become subject, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect if applicable, to the Ship Sale described in terms of the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship SaleAdditional Voting Agreement. In the event Zoullas elects that MB (or, if applicable, MB’s Designee) does not exercise the right to exercise his ROFO with respect purchase any shares of Stock covered by the Transfer Notice pursuant to this Paragraph 4.5, then the Notifying Stockholder shall be permitted to effect the Transfer proposed in the Transfer Notice, on terms at least equal to 90% of the per share purchase price and the other economic terms specified in the Transfer Notice, during the 60 calendar day period following the expiration of the Election Period. If, at the end of such 60 calendar day period, any shares of Stock covered by the Transfer Notice shall not have been so Transferred by the Notifying Stockholder, then such shares shall once again remain subject to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days provisions of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyParagraph 4.

Right of First Offer. (a) In the event that the Board determines If any Investor proposes to sell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), such Investor will give written notice to the Company (the "Transfer Notice") of the vessels owned by any number of its Subsidiaries or Securities such Investor proposes to sell in Covered Sales during the equity securities or other interests in any 90-day period (the "Notice Period") commencing on the date of its Subsidiaries that own any such vessels to a Third Party Investor's delivery of the Transfer Notice (any such sale, a the "Ship SaleDelivery Date") and Zoullas objected the price per share at which such Investor proposes to sell such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not Securities. The Company shall have the opportunity right, during the 10-day period commencing on the Delivery Date, to vote) in the meeting purchase all, but not less than all, of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel Securities described in the ROFO Notice. Within seven (7) days Transfer Notice at the price per share set forth in the Transfer Notice by delivery to such Investor of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; 's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) make a customary deposit payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as shall be designated by such Investor. The right described in the preceding sentence shall terminate if the agreement and provide credible evidence (as determined purchase price described in the preceding sentence are not received by such Investor prior to 4:00 p.m. New York City time on the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale10th day immediately following the Delivery Date. If Zoullas fails to comply with the requirements Company does not exercise its right as hereinabove set forth within such 10-day period, such Investor may sell all or any portion of the immediately preceding sentence (which failure shall include, Securities described in the Transfer Notice to any purchaser for the avoidance a price per share equal to or in excess of doubt, the price set forth in the Transfer Notice. If, at the end of the Notice Period, such Investor has not being acceptable completed such sales, such Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section. Notwithstanding the foregoing, such Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company or Company, in which event the Company not being reasonably satisfied with 10- and 90- day periods described above shall recommence from the other terms and conditions date of Investor's delivery of such amended Transfer Notice to the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyCompany.

Right of First Offer. (a) In A Partner (the event “Selling Party”) may sell all, but not less than all, of its Partnership Interest (the “Sale Interest”) provided that the Board determines Selling Party shall first offer the Sale Interest to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (Partners in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting manner set forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either below: (i) wishes the Selling Party shall deliver a notice in writing to exercise his each other Partner offering to sell the Sale Interest to such other Partners (the “ROFO with respect to the Ship Sale described in the ROFO Notice or Notice”); (ii) does not intend to exercise such ROFO. The failure to notify each of the Board within such seven (7) day period other Partners shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In have 30 days from the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days date of his receipt of the ROFO Notice (i) execute to submit a definitive agreement with respect to such Ship Sale that is at a price acceptable detailed written offer to the Company Selling Party offering to acquire the Sale Interest including the price, the form of consideration, the conditions precedent contemplated Section 13.6 and any other material terms of the offer (the “ROFO Offer”); (iii) any ROFO Offer shall be irrevocable and open for acceptance for not less than 10 days after the date on other terms and conditions reasonably satisfactory which the ROFO Offer was delivered to the CompanySelling Party (the “Acceptance Period”); and (iib) make At any time within the Acceptance Period, the Selling Party Partner may deliver a customary deposit and provide credible evidence notice (as determined by the Board in its reasonable judgment“Acceptance Notice”) of having financing necessary to consummate such Ship Salethe Partner that delivered a ROFO Offer confirming that it wishes to accept the ROFO Offer. If Zoullas fails the Selling Party deliver more than one Acceptance Notice, the Selling Party shall sell to comply with more than one Partner, and such Partners shall purchase, the requirements Sale Interest on a pro-rata basis. Any sale of the immediately preceding sentence Sale Interest pursuant to this paragraph 13.3(b) shall be completed within 30 days following the expiry of the Acceptance Period. (which failure shall include, for c) If the avoidance of doubtSelling Party does not deliver an Acceptance Notice to any Partner within the Acceptance Period, the price not being acceptable to the Company or the Company not being reasonably satisfied with rights of the other terms and conditions of Partners to purchase the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company Sale Interest shall have no further obligations to Zoullas with respect to such Ship Sale terminate and the Company Selling Party may consummate such Ship sell the Sale with a Third Party.Interest to any other Person provided that:

Right of First Offer. Prior to soliciting proposals from third-parties in connection with the purchase, sale and issuance of any Subordinated Debt, whether or not in combination with warrants or other equity securities (asuch Subordinated Debt and/or warrants or other equity securities herein referred to collectively as "Mezzanine Securities") In the event that the Board determines to sell any of the vessels owned by Company or any of its Subsidiaries or the equity securities or other interests in to any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)Person, the Company shall promptly send will first offer, or cause such Subsidiary to Zoullas a notice offer (the "ROFO NoticeOffer") setting forth its intentions with respect ), to a Ship Sale and offering Zoullas each holder of the right Notes (the "ROFONoteholders") an opportunity to make an offer submit a proposal providing for the Noteholders or any Affiliate of the Noteholders to purchase such Mezzanine Securities (the vessel described in "Proposal"). The Proposal shall be made by the ROFO Notice. Within seven Noteholders within thirty (730) days of receipt of the Offer and shall include the material terms upon which the Noteholders (or Affiliates) will purchase the Mezzanine Securities. The Noteholders and the Company may negotiate the material terms of the Proposal, in which case the material revised terms of the Proposal shall be set forth by the Noteholders in a ROFO Noticerevised proposal as soon as reasonably practicable thereafter (the "Revised Proposal"). If the Company accepts the Proposal or a Revised Proposal, Zoullas as applicable, within fifteen (15) days of its receipt of the Proposal or a Revised Proposal, as applicable, the Noteholders (or Affiliates) shall notify be entitled to purchase such Mezzanine Securities and the Board that he either Company and the Noteholders shall each negotiate in good faith to finalize the terms of the Mezzanine Securities and the purchase thereof by the Noteholders (or Affiliates). The obligation to negotiate in good faith shall not impose an obligation to remove or materially alter any material term or provision in, or to add any material term or provision to, those set forth in the Proposal or Revised Proposal, as applicable. If the Company fails to accept (within the fifteen (15) day consideration period) or rejects the Proposal or Revised Proposal, as applicable, neither the Company nor any Subsidiary shall issue such Mezzanine Securities unless (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other material financial terms and conditions reasonably satisfactory of such Mezzanine Securities to be issued are materially more favorable in the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable aggregate to the Company or such Subsidiary than those set forth in the Proposal or Revised Proposal, as applicable, (ii) promptly upon its decision to reject the Proposal or the Revised Proposal or upon the expiration of the fifteen (15) day consideration period, as applicable, the Company not being reasonably satisfied has provided the Purchasers with a written notice of rejection providing an explanation of its conclusion that the other material financial terms and conditions of such Mezzanine Securities are materially more favorable than those set forth in the definitive agreement delivered by Zoullas with respect to Proposal or the Revised Proposal and (iii) such Ship Sale)issuance of Mezzanine Securities occurs within six (6) months of the date of the Proposal or the date of the Revised Proposal, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partywhichever is later.

Right of First Offer. (a) In the event that the Board determines Landlord hereby grants to sell any Tenant a right of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels first offer to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice lease (the "ROFO NoticeOffer Right") setting forth its intentions with respect to a Ship Sale and offering Zoullas space on the right fifth (5th) floor of Office Component (the "ROFOOffer Space") if such If Landlord desires to make an offer lease the Offer Space, Landlord shall first send Tenant notice of the specific terms and conditions, including, without limitation, the applicable annual base rent and the length of term, upon which Landlord desires to purchase lease such Offer Space (the vessel described "Proposed Terms".) Tenant shall have five (5) business days subsequent to receipt by Tenant of such notice from Landlord (the "Offer Date") in which to exercise its option to lease the ROFO NoticeOffer Space on the Proposed Terms. Within seven five (75) business days after the Offer Date, Tenant shall by notice to Landlord accept or reject the offer on the Proposed Terms (failure of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes Tenant to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board respond within such seven (7) five business day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Salerejection of the offer). In the event Zoullas elects Tenant does not accept the offer on the Proposed Terms, Landlord shall be free for a period up to exercise his ROFO with respect six (6) months to lease such Offer Space to The rights of Tenant under this Section are expressly subordinate to, and shall not apply to any extension, expansion or first offer or first refusal rights granted to other tenants of the Office Component prior to the Ship Sale date hereof. The rights of Tenant set forth in this Section shall not be binding upon any institution or mortgagee which acquires title to the Building or any portion thereof through foreclosure by sale or deed in lieu thereof, or to anyone claiming by, through or under such institution or mortgagee. EXECUTED as a sealed instrument in two or more counterparts on the day and year first above written. LANDLORD: TRUSTEES OF KSA REALTY TRUST By: /s/ ??????? ?????????? ------------------------------------------ , as Trustee of KSA Realty Trust and for Co-Trustees, but not individually By: /s/ J. Wxxxxxx Xxxxxxxxxx ------------------------------------------ J. Wxxxxxx Xxxxxxxxxx, as Trustee of KSA Realty Trust and for Co-Trustees, but not individually TENANT: CAMBRIDGE ENERGY RESEARCH ASSOCIATES LIMITED PARTNERSHIP By: CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. ------------------------------------------ General Partner By: /s/ Danixx X. Xxxxxxx, Xx. ------------------------------------------ Name: Danixx X. Xxxxxxx, Xx. Title: Chief Financial Officer [SITE PLAN GRAPHIC] EXHIBIT A Three parcels of land in Cambridge, Middlesex County, Massachusetts, shown as Lots A, C and D on a plan entitled: "Plan of Property owned by The Trustees of KSA Realty Trust, University Road and Bennxxx Xxxeet, Cambridge, Massachusetts", prepared by Cullxxxx Xxxineering Co., Inc., dated May 6, 1983 and recorded with Middlesex South Registry of Deeds on July 8, 1983, as Plan No. 749 (the "Subdivision Plan"), said Lots A, C and D together bounded and described in the ROFO Noticeas follows: NORTHEASTERLY by Bennxxx Xxxeet by two lines, Zoullas must, within fourteen (14) days of his receipt measuring respectively 17.20 feet and 340.67 feet; SOUTHEASTERLY by land now or formerly of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable Metropolitan District Commission as shown on the Subdivision Plan, by two lines, measuring respectively, 11.05 feet and 336.17 feet; SOUTHWESTERLY by Lot B as shown on the Subdivision Plan, 376.77 feet; SOUTHERLY again by said Lot B, by two lines measuring 37.96 feet and 4.98 feet; and NORTHWESTERLY by University Road, 327.29 feet. Said Lots A, C and D together contain 127,507 square feet, more or less, according to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship SaleSubdivision Plan. If Zoullas fails to comply Together with the requirements benefit of a Declaration of Covenants, Easements and Restrictions dated June 30, 1983, and recorded with said Deeds in Book 15104, Page 94, as affected by an Amendment to Declaration of Covenants, Easements, Restrictions and Approval of As-Built Plans dated January 16, 1985, and recorded with said Deeds in Book 16002, Page 60, together with Plan No. 146 and by an Approval and Amendment of As-Built Plans Pursuant to Declaration of Covenants, Easements and Restrictions dated July 9, 1985, and recorded with said Deeds in Book 16279, Page 524, together with Plan No. 882. Together with the benefit of the immediately preceding sentence (which failure shall includeprovisions of a Quitclaim Deed from the Commonwealth of Massachusetts to Richxxx X. Xxxxxxxx xx al, for the avoidance Trustees of doubtKSA Realty Trust dated June 14, 1982 and recorded with said Deeds in Book 14635, Page 550, the price not being acceptable to the Company or the Company not being reasonably satisfied provisions of which are incorporated herein by this reference, as affected by a Certificate of Completion recorded with said Deeds in Book 16002, Page 72 and by a Final Certificate of Completion recorded with said Deeds in Book 16352, Page 349. Together with the other terms benefit of a Grant of Electric Service Easement from Trustees of KSA Realty Trust to Cambridge Electric Light Company dated June 30, 1983 and conditions of the definitive agreement delivered by Zoullas recorded with respect to such Ship Sale)said Deeds on July 8 1983 in Book 15104, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.Page 89. 69 EXHIBIT A-2 Level 6 [LEVEL 6 FLOOR PLAN] 70 EXHIBIT A-2 Level 7 [LEVEL 7 FLOOR PLAN] 71 EXHIBIT A-2 Level 8 [LEVEL 8 FLOOR PLAN] 72 EXHIBIT B LANDLORD'S SERVICES

Right of First Offer. From and after the Closing, Buyer shall have a right of first offer with respect to the Xxxxxxxx Xxxxxx Project as follows: (a) In Upon the event that earlier of (a) the Board determines date occurring 60 days prior to sell any the projected commercial operation date of the vessels owned Xxxxxxxx Xxxxxx Project, as reasonably determined by Seller on the basis of interconnection queue position, or (b) receipt by Seller or any Affiliate of its Subsidiaries Seller of a bona fide offer from any third party for the acquisition of the Xxxxxxxx Xxxxxx Project or Xxxxxxxx Xxxxxx Project Company (the equity securities or other interests in any earlier of its Subsidiaries that own any such vessels to a Third Party (any such salea) and (b), a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have “ROFO Trigger Event”), Seller shall provide Buyer with the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described Xxxxxxxx Xxxxxx Project Company or Xxxxxxxx Xxxxxx Project in accordance with the provisions below (the “Right of First Offer”). (b) Seller shall provide written notice (the “ROFO Notice”) to Buyer upon the occurrence of any ROFO Trigger Event. The ROFO Notice shall contain information regarding the location, size, estimated EPC cost, GIA, and any offtake arrangements for the Xxxxxxxx Xxxxxx Project, to the extent available and not required to be kept confidential by reason of any contract with a third party or applicable Law. The date that the ROFO Notice. Within seven Notice is received by Buyer shall constitute the “ROFO Notice Date.” (7c) Buyer shall have thirty (30) days of after receipt of a ROFO Notice to exercise its right to offer to purchase the Xxxxxxxx Xxxxxx Project Company or Xxxxxxxx Xxxxxx Project by providing written notice thereof (the “Exercise Notice”) to Seller, stating its bona fide intention to purchase the Xxxxxxxx Xxxxxx Project Company and the price at which and on material terms and conditions on which Buyer proposes to purchase the Xxxxxxxx Xxxxxx Project Company or Xxxxxxxx Xxxxxx Project. The delivery of an Exercise Notice under this Section 2.05(c) shall constitute an irrevocable commitment to purchase the Xxxxxxxx Xxxxxx Project Company or Xxxxxxxx Xxxxxx Project, on the terms and conditions set forth in the Exercise Notice. During a period of fifteen (15) days after receipt of the Exercise Notice, Zoullas shall notify the Board that he either (i) wishes Seller may elect to exercise his ROFO with respect to accept or reject the Ship Sale described offer set forth in the ROFO Exercise Notice or by providing written notice to Buyer before the end of such period (ii) does not intend to exercise such ROFO. The and failure to notify the Board within timely provide such seven (7) day period notice shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt rejection of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Saleoffer). If Zoullas fails to comply with the requirements Seller accepts Xxxxx’s offer, then the Buyer and Seller shall thereafter set a reasonable place and time for the closing of the immediately preceding sentence (which failure shall include, for purchase and sale of the avoidance of doubt, the price not being acceptable to the Xxxxxxxx Xxxxxx Project Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.Xxxxxxxx

Right of First Offer. Upon receipt of a Transfer Notice, each of the -------------------- Remaining Stockholders shall have the option, for a period of 30 days following the date the Transfer Notice is received by the Remaining Stockholders, to purchase up to all of the Proposed Shares provided, however, that if the consideration to be paid for the Proposed Shares set forth in the Transfer Notice is other than cash, any Remaining Stockholders exercising their option under this Section 3.3 shall pay in cash the fair market value of such consideration as determined by an investment banking firm mutually acceptable to the Proposed Seller and the holders of a majority of Shares held by Remaining Stockholders who elect to exercise their option, which appraisal shall be final, within five (a5) days of such determination if such determination is made after 30 days following receipt of the Transfer Notice. Such option may be exercised by any Remaining Stockholder by delivery of written notice of the exercise of the option to the Proposed Seller, a copy of which shall be sent to all other Remaining Stockholders which notice shall set forth the maximum number of Shares proposed to be purchased by the Remaining Stockholder. In the event that the Board determines aggregate number of Shares proposed to sell any be purchased by all Remaining Stockholders exceeds the number of Proposed Shares (such excess being referred to in this Section 3.3 as the "Excess"), then the number of Shares that an exercising Remaining Stockholder shall be entitled to purchase shall be reduced by the Excess multiplied by a fraction equal to the number of Shares held by such Stockholder divided by the number of Shares held by all exercising Remaining Stockholders. If the Remaining Stockholders do not elect to purchase all of the vessels owned by Proposed Shares, then the Proposed Seller shall have the right, subject to Section 3.4 hereof, for a period of 90 days after the expiration of the aforementioned 30-day period to transfer to the Proposed Purchaser (or any of its Subsidiaries or other purchaser) (the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such saleactual purchaser, a the "Ship SaleFinal Purchaser") the Proposed Shares, but only at a price per share no less and Zoullas objected upon the terms and conditions no more favorable to the purchaser than as set forth in the Transfer Notice; provided, however, that as a condition to the Transfer of the Shares to such Ship Sale (-------- ------- purchaser, such objection purchaser shall agree in writing to be evidenced bound by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board this Agreement in accordance with the terms of Section 8.2 hereof. Any Shares that continue to be held by the Proposed Seller after any Transfer of Shares to such purchaser shall again be subject to the restriction on Transfer contained in Section 3.1 hereof. For purposes of any calculation of the number of Shares outstanding under this Agreement)Section 3.3, the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions and with respect to a Ship Sale any numerator or denominator provided herein, the conversion, exercise or exchange of all outstanding securities and offering Zoullas the right exercise of all outstanding convertible, exercisable or exchangeable securities into or for Common Stock (regardless of whether such securities are then convertible, exercisable or exchangeable), including all Warrants, shall be assumed; provided, that with respect to shares of Series E -------- Preferred Stock, it shall be assumed that such shares are converted pursuant to Section (E)(1) of Article IV of the "ROFO") Certificate of Incorporation after September 30, 2002. The fees and expenses of any investment banking firm retained in connection with the determination of the fair market value of the consideration to make an offer be paid for the Proposed Shares hereunder shall be borne proportionately by the Proposed Seller and each Remaining Stockholder according to purchase the vessel described in relative number of the ROFO Notice. Within seven (7) days of receipt of a ROFO NoticeShares, Zoullas shall notify the Board that he either if any, actually (i) wishes sold by the Proposed Seller to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or a third party, and/or (ii) does not intend to exercise purchased by such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyRemaining Stockholder.

Right of First Offer. (a) In the event that the Board determines Subject to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of and conditions contained in this Agreement)Section 2.1, the Company shall promptly send hereby grants to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas each Investor the right (the "ROFO") to make an of first offer to purchase its Pro Rata Portion of any New Securities (as defined in subsection 2.1(b)) which the vessel described in Company may, from time to time, propose to sell and issue. An Investor's "Pro Rata Portion" for purposes of this Section 2.1 is the ROFO Noticeratio that (x) the sum of the number of shares of the Company's Common Stock then held by such Investor and the number of shares of the Company's Common Stock issuable upon conversion of the Preferred Stock then held by such Investor bears to (y) the sum of the total number of shares of Company's Common Stock then outstanding and the number of shares of the Company's Common Stock issuable upon conversion of the then outstanding Preferred Stock. Within seven Each Series B Holder shall have a right of overallotment such that if any Series B Holder fails to exercise its right to purchase its total Pro Rata portion of New Securities, the other Series B Holders may purchase the non-purchasing Series B Holder's portion on a pro rata basis within fifteen (715) days from the date that the Company provides written notice of receipt such failure. Each Series C Holder shall have a right of a ROFO Notice, Zoullas shall notify the Board over-allotment such that he either (i) wishes if any Series C Holder fails to exercise his ROFO with respect its right to purchase its total Pro Rata Portion of New Securities, the Ship Sale described in other Series C Holders may purchase the ROFO Notice or non-purchasing Series C Holder's portion on a pro rata basis within fifteen (ii15) does not intend days from the date that the Company provides written notice of such failure. Each Series D Holder shall have a right of over-allotment such that if any Series D Holder fails to exercise its right to purchase its total Pro Rata Portion of New Securities, the other Series D Holders may purchase the non-purchasing Series D Holder's portion on a pro rata basis within fifteen (15) days from the date that the Company provides written notice of such ROFOfailure. The failure to notify the Board within Each Series E Holder shall have a right of over-allotment such seven (7) day period shall be deemed to be a notice that Zoullas does not intend if any Series E Holder fails to exercise his ROFO with respect its right to such Ship Sale. In purchase its total Pro Rata Portion of New Securities, the event Zoullas elects to exercise his ROFO with respect to other Series E Holders may purchase the Ship Sale described in the ROFO Notice, Zoullas must, non-purchasing Series E Holder's portion on a pro rata basis within fourteen fifteen (1415) days of his receipt of from the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale date that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) provides written notice of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyfailure.

Right of First Offer. (a) In the event Low-End Fractional Interests. Majority -------------------------------------------------- Shareholder agrees that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send have a right of first offer with respect to Zoullas becoming the exclusive developer, marketer and seller of Low-End Fractional Interests at MountainStar during the term of the Non-competition Agreement. Prior to commencing development of any plat at MountainStar that will include Low-End Fractional Interests, Majority Shareholder shall cause TII to first offer to Company the right to purchase and develop the pads slated for Low-End Fractional Interests pursuant to the then existing development plan by delivering to Company a notice (the a "ROFO Low-End Fractional Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either specifying: (i) wishes ------------------------- the number and location of pads subject to exercise his ROFO the Low-End Fractional Notice, (ii) the price per pad (including without limitation, the utility hook-up fees, an estimated range for improvement fees, if any, payable in respect of such pads), (iii) the TII Pad Cost (as defined below), and (iv) and latest date on which the closing of the sale of such pads must occur. Within thirty (30) days after it receives the Low-End Fractional Notice, Company must either (x) accept the offer reflected by the Low-End Fractional Notice by delivering to TII an acceptance notice, (y) deliver a notice to TII invoking the Low-End Fractional Valuation Procedure (as described below), or (z) do nothing. If Company does nothing, the right of first offer set evidenced by this subsection (b) shall terminate with respect to the Ship Sale described in the ROFO pads covered by such Low-End Fractional Notice or (ii) does not intend and any subsequent Low-End Fractional pads to exercise such ROFO. The failure to notify the Board within such seven (7) day period be developed at MountainStar, and TII shall be deemed permitted to be a notice that Zoullas does not intend to exercise his ROFO develop, construct, market and sell Low-End Fractional Interests with respect to all such Ship Salepads. In If Company delivers an acceptance notice or invokes the event Zoullas elects Low-End Fractional Valuation Procedure, such action shall constitute an irrevocable obligation to exercise his ROFO purchase all the pads subject to such Low-End Fractional Notice on the terms in such notice, except as the price may be modified by the Low-End Fractional Valuation Procedure, and further represents an irrevocable commitment to develop, construct, market and sell such pads as Low-End Fractional Interests consistent with respect to the Ship Sale described schedule and requirements set forth in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt then existing development plan for MountainStar. If Company fails to complete development and construction of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to Low End Fractional pads within the Company schedule and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence development plan, then in addition to any other rights available to TII, Company's right of first offer in this subsection (which failure b) shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyterminate.

Right of First Offer. (a) In If the event that the Board determines Investor proposes to sell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), the Investor will give written notice to the Company (the "Transfer Notice") of the vessels owned by any number of its Subsidiaries or Securities the equity securities or other interests Investor --------------- proposes to sell in any Covered Sales during the 90-day period (the "Notice Period") ------------- commencing on the date of its Subsidiaries that own any such vessels to a Third Party the Investor's delivery of the Transfer Notice (any such sale, a the "Ship SaleDelivery Date") and Zoullas objected the price per share at which the Investor proposes to sell -------------- such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not Securities. The Company shall have the opportunity right, during the 10-day period commencing on the Delivery Date, to vote) in the meeting purchase all, but not less than all, of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel Securities described in the ROFO Notice. Within seven (7) days Transfer Notice at the price per share set forth in the Transfer Notice by delivery to the Investor of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; 's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) make a customary deposit and provide credible evidence (payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as determined shall be designated by the Board Investor. The right described in its reasonable judgment) of having financing necessary the preceding sentence shall terminate if the agreement and purchase price described in the preceding sentence are not received by the Investor prior to consummate such Ship Sale4:00 p.m. New York City time on the 10th day immediately following the Delivery Date. If Zoullas fails to comply with the requirements Company does not exercise its right as hereinabove set forth within such 10-day period, the Investor may sell all or any portion of the immediately preceding sentence (which failure shall includeSecurities described in the Transfer Notice to any purchaser for a price per share equal to or in excess of the price set forth in the Transfer Notice. If, for at the avoidance end of doubtthe Notice Period, the price Investor has not being acceptable completed such sales, the Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section. Notwithstanding the foregoing, the Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company or Company, in which event the Company not being reasonably satisfied with 10- and 90- day periods described above shall recommence from the other terms and conditions date of Investor's delivery of such amended Transfer Notice to the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyCompany.

Right of First Offer. (a) In Commencing on the Closing, in the event that Investor and its "affiliates" or "associates" (as those terms are defined in Rule 405 promulgated under the Board determines 1933 Act) (collectively, the "INVESTOR GROUP") seek to sell any sell, transfer the voting rights in, or otherwise transfer for value 5% or more of the vessels owned by then outstanding shares of the Company's Common Stock (assuming for this purpose conversion of any Notes) to any person or group of persons in one or more related transactions (a "SIGNIFICANT TRANSACTION"), the Investor Group will provide the Company, in writing, with a notice reflecting its Subsidiaries or desire to enter into such Significant Transaction and setting forth the equity securities or other interests in any terms and conditions of its Subsidiaries that own any the proposed Significant Transaction (such vessels to a Third Party (any such salenotice, a "Ship SaleROFO NOTICE") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified ). Each ROFO Notice shall constitute an offer by the Board in accordance with Investor Group to sell the terms of this Agreement), the Company shall promptly send to Zoullas a notice securities covered by such ROFO Notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFOSECURITIES") to make an offer to purchase the vessel described Company on the terms and conditions set forth in the ROFO Notice. Within seven If the Company desires to accept the offer set forth in the ROFO Notice as to any part of the ROFO Securities, the Company shall, within ten business days of receipt of such ROFO Notice, notify the Investor Group of its agreement to acquire some or all of the ROFO Securities (7the "ROFO ACCEPTANCE"). The closing of any sale of ROFO Securities by the Investor Group to the Company shall occur within three business days of the Investor Group's receipt of the ROFO Acceptance, at which time the Company will deliver the purchase price for the ROFO Securities it is purchasing in return for such securities. In the event (i) the Company does not provide the Investor Group with a ROFO Acceptance within ten business days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be Investor Group receives a notice that Zoullas does not intend to exercise his ROFO Acceptance with respect to less than all of the ROFO Securities, then the Investor Group may sell, transfer the voting rights in, or otherwise transfer for value all or the remaining ROFO Securities, as the case may be, to any third party or parties on terms and conditions no less favorable in the aggregate to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described third parties than those set forth in the ROFO Notice; provided, Zoullas musthowever, that if such sale, transfer of voting rights, or transfer of value does not occur within fourteen (14) 60 days of his the Company's initial receipt of a ROFO Notice, the Investor Group will be required to resubmit a ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory follow the procedures outlined in this section before consummating such sale, transfer of voting rights or transfer for value. This Right of First Offer (i) will not apply to any transfer in connection with a transaction approved by the Company; and 's Board of Directors, (ii) make a customary deposit will not continue to apply to any shares transferred pursuant to this Section, and provide credible evidence (as determined by iii) will terminate three years from the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partydate hereof.

Right of First Offer. Low-End Fractional Interests. Majority Shareholder agrees that the Company shall have a right of first offer with respect to becoming the exclusive developer, marketer and seller of Low-End Fractional Interests at MountainStar during the term of the Non-competition Agreement. Prior to commencing development of any plat at MountainStar that will include Low-End Fractional Interests, Majority Shareholder shall cause TII to first offer to Company the right to purchase and develop the pads slated for Low-End Fractional Interests pursuant to the then existing development plan by delivering to Company a notice (aa "Low-End Fractional Notice") In specifying: (i) the number and location of pads subject to the Low-End Fractional Notice, (ii) the price per pad (including without limitation, the utility hook-up fees, an estimated range for improvement fees, if any, payable in respect of such pads), (iii) the TII Pad Cost (as defined below), and (iv) and latest date on which the closing of the sale of such pads must occur. Within thirty (30) days after it receives the Low-End Fractional Notice, Company must either (x) accept the offer reflected by the Low-End Fractional Notice by delivering to TII an acceptance notice, (y) deliver a notice to TII invoking the Low-End Fractional Valuation Procedure (as described below), or (z) do nothing. If Company does nothing, the right of first offer set evidenced by this subsection (b) shall terminate with respect to the pads covered by such Low-End Fractional Notice and any subsequent Low-End Fractional pads to be developed at MountainStar, and TII shall be permitted to develop, construct, market and sell Low-End Fractional Interests with respect to all such pads. If Company delivers an acceptance notice or invokes the Low-End Fractional Valuation Procedure, such action shall constitute an irrevocable obligation to purchase all the pads subject to such Low-End Fractional Notice on the terms in such notice, except as the price may be modified by the Low-End Fractional Valuation Procedure, and further represents an irrevocable commitment to develop, construct, market and sell such pads as Low-End Fractional Interests consistent with the schedule and requirements set forth in the then existing development plan for MountainStar. If Company fails to complete development and construction of the Low End Fractional pads within the schedule and requirements of the development plan, then in addition to any other rights available to TII, Company's right of first offer in this subsection (b) shall terminate. The "TII Pad Cost" shall be TII's actual cost of such Timeshare Pads and Majority Shareholder agrees that in the event that the Board determines Company desires in good faith to sell any offer a price lower than the TII Pad Cost after its receipt of the vessels owned by any Low-End Fractional Notice, Majority Shareholder shall obtain the certification of its Subsidiaries or Majority Shareholders independent accountants certifying that the equity securities or other interests in any of its Subsidiaries that own any TII Pad Cost equals TII's actual cost for such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board pads in accordance with GAAP; provided, however, that in such event the terms Company's obligation to timely respond following delivery of this Agreement), the Low-End Fractional Notice shall be tolled during the period it takes to obtain such certification. The "Low-End Fractional Valuation Procedure" shall operate as follows: The notice by which Company invokes the Low-End Fractional Valuation Procedure shall set forth a price per pad pursuant to which Company will purchase the pads subject to the Low-End Fractional Notice. The price proposed by the Company shall promptly send not be less than the TII Pad Cost. If Company and TII are unable to Zoullas come to agreement on within five (5) calendar days after TII's receipt of such notice from the Company, then each party shall within two (2) calendar days thereafter select a notice valuation designee, and those two persons shall, within five (5) calendar days of their appointment select a third person who is an MAI appraiser with more than 10 years of experience valuing real estate assets utilized for Timeshare Interest and Low-End Fractional Interest purposes (the "ROFO NoticeSelected Appraiser") setting forth its intentions ). TII and Company shall be permitted to provide Selected Appraiser with respect such information as it deems appropriate to a Ship Sale and offering Zoullas justify the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise price proposed by such ROFOparty. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas mustSelected Appraiser shall, within fourteen fifteen (1415) calendar days of his receipt or her appointment, select either the price per pad proposed by TII in the Low-End Fractional Notice, or by Company in its notice invoking the Low-End Fractional Valuation Procedure. The Selected Appraiser shall not be permitted to select a price other than the price proposed by TII or by Company. The costs and expenses of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined Selected Appraiser shall be borne by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the party whose price is not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyselected.

Right of First Offer. A Preferred Stockholder desiring to make a Transfer (aa "Selling Stockholder") pursuant to Section 5.5(c) of this Agreement, shall be required to give advance notice thereof (a "Transfer Notice") to the Company, including in such Transfer Notice the number of shares of stock, the price and the other terms and conditions upon which it is willing to sell such stock. The Company shall have ten (10) Business Days from the date the Transfer Notice is given (the "First Offer Exercise Period") to elect by notice to the Selling Stockholder whether or not to purchase the entire quantity of stock so offered for the price and on the terms and conditions so specified; provided, however, that if there is more than one Selling Stockholder, the Company shall elect whether or not to purchase the entire quantity of securities of all Selling Stockholders. In the event that the Board determines Company elects to sell any purchase such stock on the terms set forth in the Transfer Notices, the Company shall pay the price so specified on the terms so specified within ninety (90) days of the vessels owned date of the Transfer Notice(s), and the Selling Stockholder(s) shall Transfer all such stock to the Company. If within the First Offer Exercise Period, Company does not give notice electing to purchase all of such stock, the Selling Stockholder(s) may Transfer all such stock to any third party (an "Outside Transferee") at any time after the expiration of the First Offer Exercise Period, provided the purchase price for such stock is no less than the purchase price offered to the Company, and the other terms offered to the Outside Transferee are no more favorable to the Selling Stockholder than those set forth in the Transfer Notice. Notwithstanding the proceeding sentence, if the Selling Stockholder(s) do not Transfer such stock as provided in the preceding sentence within one hundred twenty (120) days after the expiration of the First Offer Exercise Period, any Transfer by any the Selling Stockholder(s) of its Subsidiaries or stock shall again be subject to the equity securities or other interests in any terms of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting this Section 2.4. Any subsequent Transfer of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board stock previously Transferred in accordance with the terms provisions of this AgreementSection 2.4 shall not be subject to this Section 2.4. The Company may assign its rights under this Section 2.4 to any transferee designated by its Board of Directors; provided that if any such transferee is an existing Stockholder (or its Affiliate), the Company shall promptly send offer each other existing Stockholder who is a party to Zoullas this Agreement (or who was transferred Preferred Stock or Common Stock in accordance with the provisions of Article V) a notice (pro-rata portion of such rights based on the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days total number of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt Equity Securities of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined held by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyall Stockholders.

Right of First Offer. (a) In the event that the Board determines Purchaser proposes to sell any the Property during the Participation Period for a price that will not result in the Sale Participation Cap being reached (between the cumulative Annual Cash Flow Participation Amounts received by Seller, the Cash Flow Participation Advance and Seller’s share of Net Sale Proceeds), Seller shall have a right of first offer to acquire the Property. This right (“option”) shall be exercised in accordance with the following “option” mechanics: Purchaser shall notify Seller in writing of the vessels owned by any sale price and material business terms it would accept for the Property, and Seller shall have thirty (30) days to elect to purchase the Property for that price and on those terms, or not. If Seller elects to purchase the Property on the offered price and terms, Seller shall have thirty (30) days from exercise of its Subsidiaries or option to perform, at its expense, any tests, studies and investigations as Seller deems appropriate and may rescind its exercise of the equity securities or other interests in any option if not satisfied with the results of its Subsidiaries due diligence by delivering written notice of rescission to Purchaser during said thirty (30) day period. Seller and Purchaser shall use reasonable efforts to execute a purchase and sale contract within forty five (45) days following Seller’s exercise of the option. The purchase and sale contract shall require Seller to deliver a good faith deposit to Purchaser upon signing in the amount of ten percent (10%) of the purchase price. If the parties are not able, despite reasonable efforts, to enter into a purchase and sale contract within forty five (45) days following Seller’s exercise of the option, either party may terminate the proposed purchase and Purchaser shall be free to sell the Property to any other Person within one hundred eighty (180) days from such termination, for a price of at least 92.5% of that own any offered to Seller and on terms not materially more advantageous to the purchaser than those offered to Seller. If Seller declines to purchase the Hotel on the terms offered by Purchaser, or allows the thirty (30) day exercise period to expire without responding, Purchaser shall be free to enter into a sale of the Property with a third party within one hundred eighty (180) days from receipt of Seller’s notice of decline or from expiration of the thirty (30) day period, for a price of at least 92.5% of that offered to Seller and on terms not materially more advantageous to the purchaser than those offered to Seller. For purposes hereof, a “sale” shall occur when a purchase and sale agreement is executed by Purchaser and a third party, not when the transaction closes. Any such vessels sale to Seller or a Third Party third party shall be subject to the provisions of Sections 6.1(b)(d) and (e) above. Following any such sale, neither Purchaser nor a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company third party purchaser shall have no any further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartySeller.

Right of First Offer. Prior to any offer or sale by the Company of any Equity Securities (aas defined below) during the period beginning on the Closing Date and ending on the twelve (12) month anniversary of the Closing Date, the Company must first deliver to Purchaser written notice describing the proposed issuance, including the terms and conditions thereof, and provide Purchaser with an option during the ten (10) Trading Day period following delivery of such notice to purchase all or any part of Purchaser's Allocable Portion (as defined below) of the Equity Securities being offered on the same terms as contemplated by such issuance (the "RIGHT OF FIRST OFFER"). In the event that Purchaser either does not give notice within such ten Trading Day period that it intends to exercise the Board determines to sell any of the vessels owned by any of its Subsidiaries foregoing option or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), informs the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board writing that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) it does not intend to exercise participate in all or any part of such ROFOissuance, the Company may offer to a third party the option to purchase up to, in the aggregate, the amount of Equity Securities which were declined by Purchaser, on the same terms as were offered to Purchaser. The failure Any sale to notify Purchaser must comply with the Board within registration requirements of the Securities Act or be exempt from such seven registration requirements. For purposes hereof, (7A) day period "EQUITY SECURITY" shall mean Common Stock or any other equity security of the Company or any of its subsidiaries, or any security convertible into, or exercisable or exchangeable for, Common Stock or any such equity security and (B) Purchaser's "ALLOCABLE PORTION" of Equity Securities as of a particular date shall be deemed to be a notice that Zoullas does determined by dividing the number of Preferred Shares purchased by Purchaser hereunder by the aggregate number of Preferred Shares purchased by Purchaser hereunder, and multiplying the resulting quotient by the aggregate amount of Equity Securities being issued. "Equity Securities" shall not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect include and this Right of First Offer will not apply to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days issuance of his receipt securities of the ROFO Notice Company or any of its subsidiaries pursuant to (i) execute an employee benefit plan or program duly adopted by the Company; (ii) any options, warrant, convertible securities or rights or agreements to purchase securities of the Company outstanding on the date hereof; (iii) any public offerings of Equity Securities; (iv) any Equity Security issued for consideration other than cash pursuant to a definitive agreement merger, consolidation, acquisition or similar business combination; (v) shares of Common Stock issued in connection with respect any stock split, stock dividend or recapitalization by the Company; (vi) shares of Common Stock issued upon conversion of the Preferred Shares or exercise of the Closing Warrant; (vii) any Equity Securities issued pursuant to such Ship Sale that is at any equipment leasing arrangement or debt financing from a price acceptable to bank or similar financial institution; or (viii) any Equity Securities issued in connection with strategic transactions involving the Company and on other terms and conditions reasonably satisfactory to entities, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; provided, that the Company; and (ii) make a customary deposit and provide credible evidence (as determined by primary purpose of such transaction is not the Board in its reasonable judgment) raising of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partycapital.

Right of First Offer. On and after the Transfer Restriction Date, if any Class A Member or Class B Member (aa "Transferring Member") In the event that the Board determines desires to sell Transfer all or any of the vessels owned by any portion of its Subsidiaries Class A Membership Interest or Class B Membership Interest, as applicable (the equity securities or other interests in "Specified Interest"), to any of its Subsidiaries that own any such vessels to a Third Party Purchaser, such Transferring Member shall first give notice thereof (any such salethe "Offer Notice") to the other Class A Members and Class B Members (the "Non-Transferring Members"), a specifying the price (the "Ship SaleSpecified Price") and Zoullas objected other terms (the "Specified Terms") at and on which such Transferring Member is willing to sell the Specified Interest. The delivery of the Offer Notice by the Transferring Member to the Non-Transferring Members shall constitute an offer by the Transferring Member to negotiate in good faith to sell to the Non-Transferring Members the Specified Interest at the Specified Price upon the Specified Terms. The Non-Transferring Members shall each have 30 Business Days (the "Acceptance Period") from and including the date it receives the Offer Notice to accept such Ship Sale (such objection to offer, which acceptance shall be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have form of a written notice (the opportunity "Acceptance Notice") to votethe Transferring Member. Each Non-Transferring Member wishing to accept such offer (each, an "Accepting Member") shall thereafter negotiate in good faith with the meeting Transferring Member. If more than one Non-Transferring Member shall wish to purchase the Specified Interest, each such Non-Transferring Member shall be entitled to purchase a proportionate share of the Board in which Specified Interest on the decision basis of its Aggregate Percentage Interest. If the Accepting Member(s) and the Transferring Member fail to proceed with execute a potential Ship Sale was ratified definitive purchase agreement within 30 Business Days following receipt by the Board Transferring Member of the applicable Acceptance Notice(s), or if the sale of the Specified Interest to the Non-Transferring Member(s) is not consummated within 60 days following such receipt of the Acceptance Notice, the offer set forth in accordance with this Section 8.4 shall then automatically expire, and such Transferring Member may Transfer the Specified Interest, subject to the other terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at for a price acceptable to the Company and on other terms and conditions reasonably satisfactory substantially no more favorable to the Company; and (ii) make a customary deposit and provide credible evidence (as determined purchaser than those offered by the Board in its reasonable judgment) of having financing necessary Transferring Member; provided however, that if the Transferring Member shall fail to consummate sell the Specified Interest or any portion thereof within 180 days from such Ship Sale. If Zoullas fails to comply with expiration, the requirements Specified Interest or such non-transferred portion of the immediately preceding sentence (which failure Specified Interest shall include, for the avoidance of doubt, the price not being acceptable again be subject to the Company or the Company not being reasonably satisfied with the other terms and conditions right of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyfirst offer contained in this Section 8.4.

Right of First Offer. (a) In If, at any time after the event that the Board determines to sell any termination of the vessels owned by Lock-Up Period, a Holder (a "Selling Stockholder") desires to sell, assign, convey, transfer or otherwise dispose of any or all of its Subsidiaries or his Shares (the equity securities to be so sold or other interests in any of its Subsidiaries that own any such vessels transferred being referred to herein as the "Sale Securities") to a Third Party third party purchaser or purchasers (any such sale, other than a "Ship Sale"not-for-profit organization that qualifies as a tax-exempt entity under Section 501(c) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board Code, as now in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreementeffect or as it may hereafter be amended), the Selling Stockholder shall first offer to sell such Sale Securities to the Company shall promptly send (the "Offer") pursuant to Zoullas a written notice (the "ROFO Notice") delivered to the Company setting forth its intentions with respect the number of Sale Securities the Selling Stockholder proposes to a Ship Sale and offering Zoullas the right sell or otherwise transfer. The purchase price per share (the "ROFOPurchase Price") to make an offer to purchase payable by the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas Company for such Sale Securities shall notify the Board that he either (i) wishes to exercise his ROFO with respect be equal to the Ship Sale described in closing price per share of Common Stock as reported on the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify New York Stock Exchange Composite Transactions Tape on the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In date of the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his Company's receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in Notice. Upon its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements receipt of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale)Notice, the Company shall have no further obligations one (1) Business Day (the "Offer Period") within which to Zoullas with respect accept the Offer to such Ship purchase all, but not less than all, of the Sale Securities at the Purchase Price. If the Company elects to accept the Offer, it shall notify the Selling Stockholder thereof in writing prior to 11:59 p.m., New York City time, on the last day of the Offer Period, and the Company and the Selling Stockholder shall close the sale of the Sale Securities on the third Business Day following the Company's written acceptance of the Offer, at which closing (a) the Company shall pay to the Selling Stockholder (at such Selling Stockholder's option, by certified check or by wire transfer of immediately available funds to an account designated by such Selling Stockholder) an amount equal to the Purchase Price multiplied by the number of Sale Securities and (b) the Selling Stockholder shall deliver to the Company a certificate or certificates representing the Sale Securities, duly endorsed for transfer with executed stock powers attached. If, however, (i) the Company does not notify the Selling Stockholder within the Offer Period of its election to purchase all of the Sale Securities pursuant to the Offer or (ii) if the Company fails to consummate the closing of the sale of the Sale Securities as aforesaid while the Selling Stockholder was prepared and willing to do so, then the Selling Stockholder shall have the right to (A) make a request for registration of the Sale Securities pursuant to Section 6.2 hereof or (B) otherwise transfer or sell all, but not less than all, of the Sale Securities to any purchaser or purchasers, in open market transactions or otherwise (subject to applicable restrictions under the Securities Laws), at any price, whether in cash, securities or otherwise, and upon such other terms and conditions as the Selling Stockholder may consummate elect, free from the restrictions of this Section 5, in a bona fide transaction or transactions, in each case, within the thirty (30) day period immediately following the expiration of the Offer Period. If, however, all of the Sale Securities are not sold or transferred, or if a request for the registration of the Sale Securities pursuant to Section 6.2 hereof is not made, pursuant to the immediately preceding sentence prior to the expiration of the 30-day period referred to therein, such Ship Sale with a Third PartySecurities shall once again be subject to the rights of first offer set forth in this Section 5.

Right of First Offer. (a) In the event that the Board determines any Buyer desires to sell transfer for value to a nonaffiliate any shares of the vessels owned by any capital stock of its Subsidiaries or the equity securities or other interests in any Company, then such Buyer shall first provide written notice to the Company of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") desire and Zoullas objected to such Ship Sale (such objection containing the number shares to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice transferred (the "ROFO NoticeOffered Shares") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice). Within seven (7) days of Upon receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale)notice, the Company shall have no further obligations five (5) business days in which to Zoullas notify the Buyer of the Company's intention to purchase all or part of the Offered Shares, with respect such notice containing the nature and timing of payment and all other material terms and conditions (the "Offer"). The Buyer in its sole discretion may for any reason decline or accept the Offer, which shall remain irrevocable for ten (10) business days following receipt by the Buyer, by providing written notice to such Ship Sale and the Company. Following the earlier of (i) the expiration of five (5) business days without Buyer having received an Offer from the Company, (ii) Buyer providing written notice to the Company of the Buyer's rejection of the Offer, or (iii) the expiration of ten (10) business days following Buyer's acceptance of the Offer, without the Company having consummated the transactions contemplated by the Offer (as applicable, the "Transferability Date"), the Buyer may consummate freely transfer (subject to otherwise applicable restrictions) the Offered Shares to any party and upon terms and conditions negotiated and agreed to by such Ship Sale Buyer in its discretion (an "Allowed Transfer"), in which case the transferee must agree in writing to take the Offered Shares subject to the obligations of the Buyer-transferor contained in this Agreement. Any Allowed Transfer must take place on terms and conditions that are more favorable (taking into account factors such as timing, price, financing, type of consideration, feasibility of consummation, etc.) than those contained in the Offer. In the event the Buyer is unable, within ninety (90) days from the Transferability Date, to agree upon such terms with a Third Partythird party transferee, then Buyer's ability to sell the Offered Shares shall again be restricted by the provisions of this Section in the same manner as applicable immediately prior to the Buyer's delivery to the Company of the notice regarding the Offered Shares as required by the first sentence of this paragraph. The Buyer shall remain subject to this Agreement during the time it retains any of its Shares.

Right of First Offer. (a) In Prior to the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries Issuer’s issuance or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale if any, of royalty rights (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO"“New Royalty Rights”) to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO any Person with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO NoticeIssuer’s epinephrine prodrug sublingual film product candidate, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (identified as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall includeAQST-109, for the avoidance emergency treatment of doubtsevere Type I allergic reactions, the price not being acceptable including anaphylaxis, to the Company be marketed by or the Company not being reasonably satisfied with the other terms and conditions on behalf of the definitive agreement delivered by Zoullas with respect to Issuer initially under the name ANAPHYLM™ (whether marketed under such Ship Salename or any other name) (“ANAPHYLM™”), the Company shall have no further obligations Issuer will first offer to Zoullas with respect the Purchaser the option to purchase a portion of such Ship Sale New Royalty Rights in an amount equal to the same proportion that the principal amount of Notes the Purchaser has purchased as set forth opposite its name in Schedule 1 bears to the aggregate principal amount of Notes issued on the Closing Date to the Purchaser and the Company may consummate Other Purchasers and at a purchase price specified by the Issuer (which purchase price shall not be more than the purchase price being offered to any other Person), with such Ship Sale option to purchase being exercised by the Purchaser by written notice to the Issuer no later than 15 days after being notified of such proposed issuance or sale by the Issuer. To the extent that the Other Purchasers decline to exercise their option to purchase any New Royalty Rights (in whole or in part) pursuant to the Other Agreements, the Issuer will promptly notify the Purchaser (only if the Purchaser previously exercised its option to purchase previously available New Royalty Rights in full pursuant to the preceding sentence), in which case the Purchaser will have the option to purchase such remaining New Royalty Rights (subject to proportional reduction to the extent of the relative amount of New Royalty Rights purchased by Other Purchasers exercising the same option pursuant to the Other Agreements) on the same terms as any New Royalty Rights it previously exercised the option to purchase pursuant to the preceding sentence, with a Third Partysuch option to purchase being exercised by the Purchaser by written notice to the Issuer no later than two days after being notified of the opportunity to purchase such remaining New Royalty Rights by the Issuer. The Issuer acknowledges and agrees that any New Royalty Rights to be purchased by the Purchaser may, at the Purchaser’s election, be purchased by any Affiliate of the Purchaser. Notwithstanding the foregoing, the rights of the Purchaser in this Section 7.4 shall terminate after the date that is six months following the first sale of ANAPHYLM™ anywhere in the world.

Right of First Offer. (a) In the event that the Board determines If Nucryst desires to sell any assets that include all or substantially all of the vessels owned by any of its Subsidiaries or the equity securities or other interests Nucryst Technology in any of its Subsidiaries that own any such vessels to a Third Party (any such saleeach case, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms including without limitation assignment of this AgreementAgreement (the “Technology Assets”), the Company Nucryst shall promptly send to Zoullas a give written notice (the "ROFO “Transfer Notice"”) setting forth its intentions with respect to a Ship Sale S&N of that desire. The Transfer Notice shall describe the Technology Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Technology Assets and offering Zoullas on what terms. During the right [***] (the "ROFO"“Negotiation Period”) immediately following the date the Transfer Notice is given, Nucryst and S&N shall in good faith negotiate the sale and purchase of the Technology Assets by Nucryst to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Nucryst Technology, it shall forthwith advise Nucryst of such determination in writing, and Nucryst shall be free to sell the Technology Assets to any other Person on any terms at any time, and the provision of this Section 13.6 shall have no further application. If during the Negotiation Period Nucryst and S&N reach an agreement concerning the sale and purchase of the Technology Assets and such sale and purchase transaction is completed, the provisions of this Section 13.6 shall have no further application. If Nucryst and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Technology Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the vessel described Technology Assets, which offer shall be maintained in the ROFO Noticeconfidence by Nucryst. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) If S&N does not intend to exercise such ROFO. The failure to notify make the Board within such seven (7) day period S&N Offer by the expiry of the Negotiation Period, Nucryst shall be deemed free to be a notice that Zoullas does not intend sell the Technology Assets to exercise his ROFO with respect to such Ship Sale. In any other person on any terms at any time, and the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days provisions of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company this Section 13.6 shall have no further obligations to Zoullas with respect to such Ship Sale application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Technology Assets and the Company may consummate proposed terms (“S&N Purchase Terms”) for such Ship Sale with purchase. The S&N Offer shall be capable of acceptance by Nucryst for a Third Party.period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Nucryst shall have the option of either selling the Technology Assets to S&N pursuant to the S&N Offer or

Right of First Offer. (a) In the event that the Board determines Other than with respect to sell any of the vessels owned by any of its Subsidiaries an underwritten Public Offering or the equity securities or other interests in any of its Subsidiaries that own any such vessels a sale pursuant to a Third Party (Shelf Registration Statement, prior to any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced sale of any Consideration Shares by a negative vote or Holder during the Guarantee Period for an amount of cash that, on a no vote by Zoullas (in per share basis, will yield an Amount Realized that is less than the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)Guaranteed Amount, the Company Holder shall promptly send to Zoullas a deliver written notice (the a "ROFO Notice") setting forth its intentions with respect to OpenTV of the Holder's irrevocable offer (a Ship Sale and offering Zoullas the right (the "ROFOROFO Offer") to make an offer sell to OpenTV all or any of the Consideration Shares proposed to be sold in such transaction for a purchase price per share, in cash, equal to Guaranteed Amount. If OpenTV desires to accept the ROFO Offer, it may do so by delivering written notice thereof indicating how many of such offered Consideration Shares it elects to purchase the vessel described in the ROFO (an "Acceptance Notice. Within seven (7") days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in Holder prior to 5:00 p.m., New York City time, on the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his second Business Day after OpenTV's receipt of the ROFO Notice (i) the "Acceptance Date"). The delivery of a timely Acceptance Notice shall constitute a binding agreement between OpenTV and such Holder as to the purchase and sale of the Consideration Shares indicated on the Acceptance Notice at the Guaranteed Amount. OpenTV shall purchase, and the Holder shall sell, such Consideration Shares at a closing to be held at 10:00 a.m., New York City time, at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the third Business Day after the Acceptance Date. OpenTV and the Holder shall execute a definitive customary agreement with respect for the purchase and sale of the Consideration Shares, which agreement shall contain representations and warranties on the part of the Holder that the Consideration Shares are, and will be at the closing of the sale of such Consideration Shares to OpenTV, owned by such Ship Sale that is Holder, beneficially and of record, and are, and at the time of such closing will be, free and clear of any liens or restrictions whatsoever. At the closing, against receipt of the Consideration Shares being purchased by OpenTV, OpenTV shall pay, or cause to be paid, such Holder the aggregate Guaranteed Amount for such Consideration Shares. Any amounts to be paid pursuant to this Section 2.03 by OpenTV to a price acceptable Holder shall be paid out of the Liquidity Escrow Fund as specified in Section 2.06 to the Company and on other terms and conditions reasonably satisfactory to extent there are funds available therefor in the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyLiquidity Escrow Fund.

Right of First Offer. If the Rangeland Member desires to Transfer its Membership Interest and at such time the Delek Member continues to hold at least a 10% Percentage Interest, then the Rangeland Member shall provide a notice to the Delek Member (a) In the event that “Sale Offer”), which shall constitute an offer by the Board determines Rangeland Member to sell any all of its Membership Interest, free and clear of all liens (other than transfer restrictions imposed under applicable securities Laws), to the Delek Member for an amount equal to [*CONFIDENTIAL*] times the Rangeland Member’s aggregate Capital Contributions as of the vessels owned date of the Sale Offer. The Delek Member shall have the right and option, but not the obligation, to either accept the Sale Offer or to make a counter-offer (the “Counter-Offer”), in either case by providing written notice to the Rangeland Member within 30 days of receiving the Sale Offer. Any Counter-Offer must be to purchase all of the Rangeland Member’s Membership Interest and include the cash purchase price, the date on which the Counter-Offer will expire and other material terms and conditions under which the Delek Member proposes to acquire the Rangeland Member’s Membership Interest. The Rangeland Member shall be entitled to accept or reject the Counter-Offer in its sole discretion and shall notify the Delek Member within 30 days of receiving the Counter-Offer whether it accepts or rejects the Counter-Offer. If the Delek Member accepts the Sale Offer or the Rangeland Member accepts the Counter-Offer, the Parties shall proceed to negotiate definitive documentation reflecting the terms and conditions set forth in the Sale Offer or Counter-Offer, as the case may be. If the Parties are unable to execute definitive acquisition documents with respect to the transaction contemplated by the Sale Offer or Counter-Offer, as the case may be, within 60 days of the Delek Member’s acceptance of the Sale Offer or the Rangeland Member’s acceptance of the Counter-Offer, then the Delek Member shall be deemed to have waived all its rights under this Section 3.7(b) and the Rangeland Member shall be permitted to pursue an alternate sale transaction with any Third Party; provided, however, that if the Delek Member properly made a Counter-Offer, then for so long as the Counter-Offer has not expired and may be accepted by the Rangeland Member, the Rangeland Member shall not be entitled to consummate a transaction for the sale of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels Membership Interests to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (for consideration that is less than the cash purchase price contained in the event Zoullas did Counter-Offer. If the Rangeland Member does not have the opportunity to vote(i) in the meeting of the Board in which the decision to proceed enter into a definitive written agreement with a potential Ship Sale was ratified by the Board Third Party in accordance with the terms foregoing within 90 days after the later to occur of this Agreement)(x) the expiration or rejection of the Sale Offer without the Delek Member making a valid Counter-Offer and (y) the expiration or rejection of the Counter-Offer, the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise consummate such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect Transfer pursuant to such Ship Sale. In definitive written agreement within 90 days after the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubtexecution thereof, the price Rangeland Member may not being acceptable to the Company or the Company not being reasonably satisfied Transfer any of its Membership Interest without complying again in full with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Salethis Section 3.7(b), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. CCT grants to Alliqua a right of first offer (aon the terms and conditions set forth in this Section 2.6) In with respect to the event Commercialization of any Competing Product in the Field in the Territory Developed by CCT (a “Covered Opportunity”). CCT will promptly notify Alliqua in writing of each Covered Opportunity. If, within fifteen (15) Business Days of receiving such notice from CCT, CCT receives a notice in writing from Alliqua that Alliqua wishes to enter into negotiations regarding the Board determines Covered Opportunity (the “Notice of Interest”), then CCT shall negotiate exclusively with Alliqua in good faith for a period of sixty (60) days from the date of CCT’s notice to sell any Alliqua of the vessels owned by any Covered Opportunity (or such longer period of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels time as may be agreed to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board Parties in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice writing) (the "ROFO Notice"“Negotiation Period”) setting forth its intentions with respect to a Ship Sale and offering Zoullas definitive agreement for the right Commercialization of the Covered Opportunity by Alliqua. If (a) Alliqua indicates in writing that it does not wish to enter into negotiations regarding such Covered Opportunity, (b) CCT fails to receive a Notice of Interest within the "ROFO"fifteen (15) to make an offer to purchase Business Day period described above, or (c) the vessel described in Parties have not entered into such a definitive agreement by the ROFO Notice. Within seven (7) days end of receipt of a ROFO Noticethe Negotiation Period, Zoullas shall notify the Board that he either then (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period CCT shall be deemed free to be a notice that Zoullas does not intend to exercise his ROFO Commercialize the Covered Opportunity itself and/or enter into one or more agreements regarding the Covered Opportunity with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; any Third Party and (ii) make a customary deposit and provide credible evidence (as determined by the Board restrictions set forth in its reasonable judgmentSection 2.2(b) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas automatically terminate solely with respect to CCT’s Commercialization of such Ship Sale)Covered Opportunity. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyAS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Right of First Offer. (a) In the event that the Board determines If IBM proposes to sell Transfer all or any of the vessels owned by any portion of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party Securities (any such sale"Offered Securities"), IBM shall (i) give prior written notice (a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Transfer Notice") setting forth its intentions with respect to a Ship Sale the Company of IBM's desire to effect such Transfer, describing the number of Offered Securities IBM desires to sell and offering Zoullas requesting that the right (the "ROFO") to Company make an offer to purchase such Offered Securities. After receipt of the vessel described in Transfer Notice, the ROFO Notice. Within seven (7) Company shall be entitled, but not obligated, for 30 days from the date of receipt of a ROFO the Transfer Notice, Zoullas shall notify to offer to purchase all, but not less than all, of the Board that he either Offered Securities for cash by delivering a written notice specifying the terms of such offer (ithe "Offer") wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board IBM within such seven (7) 30-day period. If the Company fails to make an Offer within such 30-day period, then IBM may for a period shall be deemed of 90 days following the end of such 30-day period, Transfer such Offered Securities to be a notice any Person; PROVIDED that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable prospective transferee delivers to the Company and on other terms and conditions a document (in form reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined stating that the prospective transferee agrees to be bound by the Board terms of this Agreement as if it were IBM and that such Transfer is in its reasonable judgment) of having financing necessary to consummate such Ship Salefull compliance with the Securities Act. If Zoullas fails the Company makes an Offer, then IBM shall be entitled, but not obligated, to comply with accept the requirements Offer within 10 days after its receipt thereof (the "Acceptance Deadline") by sending a written acceptance of the immediately preceding sentence such Offer in whole (which failure shall include, for the avoidance of doubt, the price and not being acceptable in part) to the Company or (an "Acceptance"). If such Offer is not accepted, then IBM may for a period of 90 days following the Acceptance Deadline, Transfer all (but not less than all) of such Offered Securities to any Person but only for a per share cash consideration exceeding the consideration per share offered in such Offer; PROVIDED that the prospective transferee delivers to the Company not being a document (in form reasonably satisfied satisfactory to the Company) stating that the prospective transferee agrees to be bound by the terms of this Agreement as if it were IBM and that such Transfer is in full compliance with the other terms and conditions Securities Act. Each of the definitive agreement delivered by Zoullas with respect securities issued upon a Transfer pursuant to such Ship Sale)this Section 4.3 shall bear the restrictive legends set forth in Section 4.7, unless in the reasonable judgment of counsel for the Company shall have no further obligations such legend is not required in order to Zoullas ensure compliance with respect the Securities Act. If the Offered Securities are not Transferred within the applicable 90-day period during which IBM may Transfer the Offered Securities as provided above, such Offered Securities must be re-offered to such Ship Sale and the Company may consummate such Ship Sale in accordance with a Third Partythe provisions of this Section 4.3 if IBM still desires to Transfer the Offered Securities.

Right of First Offer. Between the Effective Date and the expiration or earlier termination of this Agreement (a) In the event that the Board determines to sell any of the vessels owned by “First Offer Period”), neither Manager nor any of its Subsidiaries Affiliates shall enter into any agreement with any third party for the sale of any ROFO Property without first offering the Company the right to purchase the ROFO Property. If, during the First Offer Period, Manager or the equity securities or other interests in any of its Subsidiaries that own Affiliates proposes to sell a ROFO Property, Manager or such Affiliate shall deliver a written notice (which may be by email) to the Company (such notice, a “ROFO Notice”), which ROFO Notice shall set forth the material business terms of such proposal including, without limitation, Manager’s or such Affiliate’s proposed sales price, the square footage of the ROFO Property, the terms of any lease associated with the ROFO Property, the proposed due diligence period, the proposed closing date, any deposit requirements and any other principal business terms. The Company shall have the option to purchase the ROFO Property, which the Company shall exercise by delivering irrevocable notice to Manager or its Affiliate, as applicable (an “Acceptance Notice”), within ten (10) business days of the giving of the ROFO Notice, and the parties shall use their best efforts to finalize and execute an agreement of sale to purchase the ROFO Property within 30 days from the date of the ROFO Notice. With respect to any ROFO Property for which a ROFO Notice has been delivered pursuant to this Section 7(d), if the Company declines or fails to exercise its right of first offer within the period provided in this Section 7(d) (such failure being deemed a waiver of any such vessels right of first offer), then Manager or its Affiliate, as applicable, shall thereafter be free to a Third Party (any offer for sale and sell such saleROFO Property upon terms similar to those set forth in the ROFO Notice; provided, a "Ship Sale") and Zoullas objected however, that the sale of such ROFO Property upon terms similar to those set forth in the ROFO Notice shall be completed by Manager or its Affiliate, as applicable, within 12 months of the date the ROFO Notice is delivered to the Company; provided further, that if Manager or its Affiliate, as applicable, subsequently offers for sale such ROFO Property on terms that are materially different from the terms set forth in the ROFO Notice relating to such Ship Sale (ROFO Property, then Manager or such objection to be evidenced by a negative vote or a no vote by Zoullas (in Affiliate shall provide the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed Company with a potential Ship Sale was ratified by the Board revised ROFO Notice in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting set forth its intentions with respect to a Ship Sale above and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations all of the same rights as set forth above. Time shall be of the essence as to Zoullas with respect the Company’s giving of any Acceptance Notice. The terms upon which Manager or its Affiliate, as applicable, is willing to such Ship Sale and sell any ROFO Property shall be deemed materially different if the Company may consummate such Ship Sale with a Third Partynet effective sales proceeds shall be more than five percent (5.00%) less than the net effective sales proceeds set forth in the initial or any revised ROFO Notice.

Right of First Offer. If an Initial Member desires to Transfer its Membership Interest in whole but not in part (athe “Selling Member”) In the event that the Board determines to sell any third party (other than to a Permitted Transferee of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this AgreementSelling Member), the Company Selling Member shall promptly send to Zoullas a notice invite the other Initial Member (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO"“Other Initial Member”) to make an a firm offer to purchase such Membership Interest by promptly notifying the vessel described Other Initial Member in writing of such desire to Transfer such Membership Interest (such notice, the ROFO “Offer Notice”). Within seven The Other Initial Member shall have a period of 45 days after delivery of the Offer Notice to provide the Selling Member with a Qualifying Offer. A “Qualifying Offer” means a bona fide firm written offer by the Other Initial Member to purchase all (7but not less than all) of the Selling Member’s then outstanding Membership Interest, which offer shall (w) be for a fixed dollar amount, payable solely in cash and/or Acceptable Marketable Securities, (x) set forth the material terms and conditions of such offer and the price or method of determining such price (the “Offer Price”), (y) by its terms be open and irrevocable within the Offer Option Period and (z) accompanied by either written firm, binding commitments from reputable financial institutions to provide financing for such offer or a representation by the Other Initial Member that it has sufficient funds on hand (or available through committed, undrawn borrowing capacity) to consummate the transactions contemplated by such offer, in each case to the Selling Member’s reasonable satisfaction. The Selling Member shall have a period of up to 90 days of (the “Offer Option Period”) after the receipt of a ROFO Qualifying Offer within which to notify the Other Initial Member in writing that it accepts the Qualifying Offer. If the Selling Member gives such written notice accepting the Qualifying Offer within the Offer Option Period then the Other Initial Member shall have up to an additional 60 days after the Selling Member gives such notice to do all things necessary to consummate the transaction, including receiving consents and entering into agreements, and for the avoidance of doubt during such time the Qualifying Offer shall remain irrevocable by the Other Initial Member. If the Other Initial Member does not make a Qualifying Offer within the requisite 45-day period after delivery of the Offer Notice, Zoullas shall notify or if, having made such an offer (which has been accepted by the Board Selling Member), the Other Initial Member fails to consummate such transaction within the 60-day period provided above, the Selling Member may secure a bona fide offer for such Membership Interest from a third party and Transfer such Membership Interest to such third party at any price and on any terms, provided that he either such Transfer to the bona fide third party is consummated within 180 days after delivery of a Qualifying Offer or the end of such 60-day period, as applicable. In addition, following delivery of a Qualifying Offer, the Selling Member may secure a bona fide offer for such Membership Interest from a third party and Transfer such Membership Interest to such third party at a price greater than the Offer Price contained in, or is on terms which are otherwise, in the Selling Member’s reasonable judgment, in the aggregate superior to the terms of, the Qualifying Offer, provided that (i) wishes to exercise his ROFO with respect to the Ship Sale described in extent that the ROFO Notice or (ii) does not intend to exercise Qualifying Offer and/or such ROFO. The failure to notify other bona fide offer contemplates the Board within such seven (7) day period issuance of Acceptable Marketable Securities, then for purposes of determining the price thereof, a reasonable discount shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect applied to such Ship Sale. In Acceptable Marketable Securities based on the event Zoullas elects to exercise his ROFO costs associated with respect to the Ship Sale described in the ROFO Noticeliquidating such securities, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make such Transfer to the bona fide third party is consummated within 180 days after the date on which such Qualifying Offer is delivered. To the extent the Selling Member accepts a customary deposit Qualifying Offer under this Section 9.8 and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary Other Initial Member fails to consummate such Ship Sale. If Zoullas fails to comply with the requirements transaction in breach of the immediately preceding sentence (which failure shall include, for obligation created by the avoidance acceptance of doubtsuch offer, the price foregoing shall not being acceptable preclude the Selling Member from seeking from the Other Initial Member money damages and suitable relief to the Company or the Company not being reasonably satisfied with the other terms and conditions which it may be entitled as a result of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyOther Initial Member’s breach.

Right of First Offer. (a) In the event that the Board determines If an Investor desires to sell any of the vessels owned by Transfer any of its Subsidiaries Membership Interest (other than to the Company or the equity securities or other interests in any an Affiliate of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale"Investor) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance Transfer otherwise complies with the terms of restrictions contained in this Agreement)Article X, the Company such Investor shall promptly send to Zoullas deliver a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and CCS-AE setting forth such Investor's desire to sell its Membership Interest (an "Offer Notice"). If CCS-AE delivers a Notice to such Investor within five Business Days after delivery of the Offer Notice that CCS-AE is interested in purchasing all of such Investor's Membership Interest, then CCS-AE and such Investor shall negotiate in good faith for a period of 20 Business Days (or such other period on which such Investor and CCS-AE may agree) after delivery of an Offer Notice, to agree on the price and other terms on which CCS-AE would purchase such Investor's Membership Interest. An Investor shall not be required to sell to CCS-AE, and CCS-AE shall not be required to purchase, such Investor's Membership Interest unless the parties mutually agree on the terms and conditions for such transaction. If an Investor and CCS-AE agree on the price and other terms and conditions reasonably satisfactory to for the Company; purchase and (ii) make a customary deposit and provide credible evidence (as determined sale of an Investor's Membership Interest, then the closing of the sale of the Membership Interest covered by the Board in its reasonable judgment) of having financing necessary Offer Notice pursuant to consummate this Section 10.3 shall occur within 20 Business Days after the parties so agree or at such Ship Saleother time as the parties agree. If Zoullas fails to comply with At the requirements of the immediately preceding sentence (which failure closing, CCS-AE and such Investor shall includeeach execute, for the avoidance of doubt, the price not being acceptable acknowledge and deliver to the Company such instruments of transfer and assignment as necessary or appropriate to effect such Transfer and to confirm such Member's intention that CCS-AE own such Investor's Membership Interest. If CCS-AE and an Investor do not agree on the Company not being reasonably satisfied with price and other terms for the purchase and sale of such Investor's Membership Interest within the applicable period set forth in this Section 10.3, subject to the other restrictions contained in this Agreement, such Investor may sell or assign its rights in the Membership Interest to another Person for a period of up to 13 months from the end of such 20 Business Day period on material terms and conditions no more favorable in the aggregate to the transferee than the material terms set forth in the last written offer delivered by CCS-AE to such Investor prior to the end of the definitive agreement delivered by Zoullas with respect to such Ship Sale)period set forth in this Section 10.3, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.if any. Section 10.4

Right of First Offer. (aa)At any time until the earlier of (i) In Licensee declining to exercise the event that AST-005 Option, (ii) Licensee selecting the Board determines first Collaboration Target and (iii) Licensee failing to sell any pick the first Collaboration Target by the ***** of expiration of the vessels owned by AST-005 Option Exercise Period (“ROFO Period”), Licensor may not, directly or indirectly through an Affiliate, agree to any offer of its Subsidiaries any rights in the Field to any ROFO Subject (a “Third Party Transaction”) except in compliance with the terms and conditions of this Section 2.4. Notwithstanding the foregoing, the Parties agree that, during the ROFO Period, Licensor shall have the right (i) to enter into material transfer agreements or sponsored research agreements with academic institutions and (ii) to enter into non-commercial and non-exclusive agreements for the equity securities purpose of conducting routine exploratory or other interests in evaluative research. (b)If, at any time during the ROFO Period, Licensor receives a bona fide written indication of its Subsidiaries that own any such vessels to interest (e.g., offer letter, term sheet, etc.) for a Third Party Transaction (any such saleeach, a "Ship Sale"“Third Party Offer”), Licensor will, within five (5) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting Business Days following receipt of the Board Third Party Offer, notify Licensee in which writing (the decision to proceed with a potential Ship Sale was ratified by “Offer Notice”) of the Board in accordance with the terms of this Agreement)Third Party Transaction, the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in identity of the ROFO NoticeSubject. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect c)At any time prior to the Ship Sale described in expiration of the ROFO Notice or sixty (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (760) day period shall be deemed following Licensee’s receipt of the Offer Notice (the “Exercise Period”), Licensee may accept the ROFO Subject as a Collaboration Target in the Field by delivery to be Licensor of a written notice that Zoullas does not intend of acceptance of such ROFO Subject as a Collaboration Target under this Agreement (with all rights to exercise his ROFO any development candidates with respect to such Ship SaleCollaboration Target in the Field) pursuant to all the terms and conditions of this Agreement, including the payment of the upfront development payment for the Collaboration Target pursuant to Section 8.1(a) if not already paid (such written notice, the “ROFO Acceptance”). In (d)If, by the event Zoullas elects expiration of the Exercise Period, Licensee has not provided to exercise his Licensor the ROFO Acceptance, and provided that Licensor has complied with respect to all of the Ship Sale provisions of this Section 2.4, at any time following the expiration of the Exercise Period, Licensor may consummate the Third Party Transaction as described in the applicable Offer Notice. (e)Licensee understands and agrees that if a ROFO Notice, Zoullas must, within fourteen Subject is subject to any Third Party intellectual property rights that would require a license from such Third Party in order for such ROFO Subject to be a Collaboration Target then it is Licensee’s obligation to obtain any such license. (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for f)For the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of this Section 2.4 apply to each Third Party Offer received by Licensor during the definitive agreement delivered by Zoullas with respect to such Ship SaleROFO Period. 2.5 Diligence. 20 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (a), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. During the First Offer Period, Holbxxx xxx/or its Affiliates (aincluding AP Holdings) In shall not engage in a Control Transaction unless Holbxxx xxx/or its Affiliates shall first offer to Doshxx xxx opportunity to acquire all, but not less than all, of Holbxxx'x xxx/or its Affiliates' Shares by giving a written notice to Doshxx xx such effect (a "First Offer Notice"). If within 60 days following the event that the Board determines delivery of such First Offer Notice, Doshxx xxxls to sell any deliver to Holbxxx x xritten offer to acquire all capital stock of the vessels owned Company which is not subject to any conditions not customary for stock purchase agreements relating to acquisitions of businesses such as the Company and which shall be irrevocable for 150 days from delivery, and which shall specify the cash price and other material terms upon which Doshxx xx prepared to make such acquisition (an "Doshxx Xxxst Offer") or Doshxx xxxivers an Doshxx Xxxst Offer to Holbxxx xxx such Doshxx Xxxst Offer is not accepted by any Holbxxx, Xxlbxxx xxx enter into a definitive agreement respecting a Control Transaction with another party without prior notice to Doshxx xxx 150 days after the earlier of its Subsidiaries the expiration of such 60-day period or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting delivery of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with Doshxx Xxxst Offer, provided that the terms of this Agreement)such definitive agreement shall be more favorable to Holbxxx xxxn those offered in the Doshxx Xxxst Offer and such transaction must be consummated within 180 days after entering into a definitive agreement. If no definitive agreement is entered into within such 150-day period or the transaction is not consummated within 180 days after entering into a definitive agreement, the provisions of this Section 4.1 shall apply again prior to Holbxxx xxx/or its Affiliates engaging in a Control Transaction. Each of Holbxxx, xxe Company and any other party to any intended transaction shall promptly send have the right, in its sole discretion, at all times prior to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt consummation of the ROFO Notice (i) execute a definitive agreement with respect intended transaction to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall includeabandon, for the avoidance of doubtrescind, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale)annul, the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.withdraw or

Right of First Offer. Prior to making any Transfer, a holder of Interests (athe “Disposing Interest Holder”) In will deliver a written notice (the event that “Interest Sale Notice”) to the Board determines Company and the other Interest Holders disclosing the Interests proposed to sell be Transferred (the “Offered Interests”). The Disposing Interest Holder agrees not to consummate any such Transfer until the parties to the Transfer have been finally determined pursuant to this Section 7.6 (the “Interest Authorization Date”). The Company and the Interest Holders may elect to purchase all or a portion of the vessels owned by any Offered Interests upon such terms and conditions as set forth in a written notice of its Subsidiaries or such election to the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party Disposing Interest Holder (any such sale, a "Ship Sale"the “Offer Notice”) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in within 30 days after the event Zoullas did not have the opportunity to vote) in the meeting receipt of the Board in which the decision to proceed with a potential Ship Interest Sale was ratified Notice by the Board in accordance with Company. If the terms of this Agreement)Company and one or more Interest Holders elect to purchase the Offered Interests, the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer be entitled to purchase all of the vessel described Offered Interests it elects to purchase, and the remaining Offered Interests shall be allocated among the electing Interest Holders pro rata based on the number of Interests held by each of them, or in such other proportions as they may agree. If (i) the ROFO Notice. Within seven (7) Interest Holders and/or the Company have not elected to purchase all, and not less than all, of the Offered Interests within 35 days of receipt of a ROFO Noticethe Interest Sale Notice by the Company, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In Disposing Interest Holder has accepted the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to offer by the Company and/or the Interest Holders and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company Interest Holders have not being reasonably satisfied with consummated the other terms and conditions purchase of such shares within 55 days of the definitive agreement delivered receipt of the Interest Sale Notice by Zoullas with respect to such Ship Sale)the Company, or (iii) the Disposing Interest Holder has not accepted the offer by the Company and/or the Interest Holders, the Company shall have Disposing Interest Holder may, subject to the provisions of Section 7.1 above, Transfer the Offered Interests at a price and on terms no further obligations more favorable to Zoullas with respect the transferee(s) thereof than those specified in the Interest Sale Notice, during the 180-day period immediately following the Interest Authorization Date. Any Interests not transferred within such 180-day period will be subject to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyprovisions of this Section 7.6 upon subsequent Transfer.

Right of First Offer. (a) In the event that the Board determines Carrington decides to sell any of the vessels owned by Trademarks or any other intxxxxxxxxx property pertaining to or the assets supporting the production of the Products (without, in the case of such assets, having arranged for replacement thereof in a manner that will not interrupt the supply to Medline of Products), Carrington will notify Medline (the "Offer Notice"), specifying xxx xxxxx and the terms and conditions upon which it is willing to sell. Upon receipt of an Offer Notice, the parties will negotiate in good faith for a period of 30 days (or until Medline informs Carrington that it is not interested in purchasing such intellxxxxxx xxxperty or assets if prior to the end of such 30-day period). If Carrington and Medline agree on the terms of such purchase and sxxx, xxx xlosing shall take place on a date not later than 60 days after receipt of the Offer Notice. If Carrington and Medline do not reach an agreement, Carrington mxx xxxx xxe intellectual property or assets to one or xxxx xxxxd parties; provided, however, that if Carrington offers to sell the intellectual property or assets at x xxxxx xower than the lowest price it had indicated to Medline it would accept (whether contained in the Offer Notice or later conveyed to Medline in negotiations or otherwise under the terms of this Section 12) or on terms and conditions materially more advantageous to the purchaser than those last offered to Medline, Carrington will notify Medline (a "Subsequent Offer Notice"), staxxxx xxxx lower price or more advantageous terms and conditions, and Medline may, within 10 days of its Subsidiaries receipt of the Subsequent Offer Notice, accept such price or terms and conditions and thereupon purchase the equity securities intellectual property or other interests in any of its Subsidiaries that own any assets. If Medline does not accept such vessels price or terms and conditions, Carrington shall be free to sell the intellectual property or axxxxx xx one or more third parties at such price and on such terms and conditions. Carrington will not sell such Trademarks, intellectual property xx xxxxxx to a Third Party (any third party unless such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection third party agrees to be evidenced bound by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect extent applicable to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyproperty sold.

Right of First Offer. For a period beginning on the Effective Date and ending on July 31, 2019 (athe “ROFO Period”), Carrier shall provide prompt advance written notice (a “Sale Event Notice”) In the event that the Board determines to sell any of the vessels owned by any Producer of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels intent to enter into a Third Party transaction constituting a Sale Event (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreementas defined below), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship which Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Event Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for to the avoidance of doubtextent available, the nature of the transaction, the assets to be included in such transaction, any written offer received by Carrier from a potential purchaser, and the price not being acceptable to the Company or the Company not being reasonably satisfied with the and other terms and conditions of such proposed transaction (if any). For a period of thirty (30) days after the Sale Event Notice, Producer may submit a bona fide non-binding indication of interest (the “Producer Indication”) to acquire (i) Carrier’s Facilities or the portion thereof that is the subject of the Sale Event Notice (the “ROFO Assets”). If Carrier determines in good faith that the Producer Indication presents an acceptable basis for negotiating a definitive agreement, the Parties shall negotiate in good faith for a period of not less than sixty (60) days the terms of a definitive agreement. If Carrier determines in good faith that the Producer Indication does not present an acceptable basis for negotiating a definitive agreement, Carrier shall be entitled for a period of one hundred and eighty (180) days from the expiration of the thirty (30) day offer period to enter into a definitive agreement delivered and consummate a Sale Event with a third party, provided that the purchase price paid by Zoullas with respect such third party for the ROFO Assets shall be at least five percent (5%) higher than the price set forth in the Producer Indication. If Carrier does not conclude any such Sale Event to a third party within such Ship Sale180 day period, Carrier shall thereafter be obligated to repeat the process described in this Section 16.19 before again pursuing a Sale Event. A “Sale Event” shall mean (i) the sale, disposition or other transfer (either directly or indirectly, in a single transaction or series of related transactions, or otherwise) to a third party of more than 50% of the combined voting power of the outstanding equity of either Buyer, Caprock Permian Crude LLC, Caprock Permian Holdings LLC, Caprock Midstream Holdings and/or Caprock Parent, whether by means of a merger, consolidation or sale of equity interests, or otherwise; (ii) the sale, disposition or other transfer (either directly or indirectly, in a single transaction or series of related transactions, or otherwise) of any material portion of the ROFO Assets, whether by means of a merger, consolidation, sale of equity interests in excess of 50% of the equity interest of either Buyer, Caprock Permian Crude LLC, Caprock Permian Holdings LLC, Caprock Midstream Holdings and/or Caprock Parent, sale of assets, or otherwise; or (iii) the transfer or disposition, whether voluntary or involuntary, by operation of law, of a material part of the ROFO Assets as the result of bankruptcy or similar process; provided, that a “Sale Event” shall not include a transfer of equity interests or assets to an Affiliate of the foregoing entities, so long as such transferee executes a joinder to this Agreement agreeing to be bound by this Section 16.19; and provided, further, in the event of a Sale Event as described in this clause (ii), Producer’ right of first offer shall apply only to that portion of the Company shall have no further obligations ROFO Assets that Carrier propose to Zoullas with respect to sell, dispose of or otherwise transfer in such Ship Sale Event, and the Company may consummate such Ship Sale with a Third Partyremaining assets included in the ROFO Assets shall remain subject to the right of first offer on the terms set forth herein.

Right of First Offer. Seller, prior to the second anniversary of -------------------- the Closing Date, shall not (a) In the event that the Board determines to sell initiate contact with, solicit or encourage submission of any of the vessels owned by any of its Subsidiaries inquiries, proposals or the equity securities offers by, or other interests (b) participate in any of discussions or negotiations with, or disclose any information concerning its Subsidiaries that own operations to, or otherwise assist, facilitate or encourage any such vessels to a Third Party person (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to voteother than Purchaser) in the meeting of the Board in which the decision to proceed connection with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO any possible proposal with respect to the Ship Sale management of the provision of health care services to its subscribers and other provider and ancillary operations (collectively, a "Provider Operations ------------------- Transaction") similar to the Provider Operations Transaction contemplated by the ----------- Asset Purchase Agreement and the Related Agreements, unless it first notifies Purchaser on a confidential basis of the terms of such a transaction which would be acceptable to it, provides Purchaser (subject to an appropriate confidential agreement) with a descriptive memorandum or similar evaluation materials, if any, prepared by or for it in connection with the contemplated transaction, and offers Purchaser the opportunity to enter into negotiations with Seller regarding terms under which Purchaser would enter into a Provider Operations Transaction with Seller, provided that Seller may have such discussions with, and disclose such information to, its accountants, its counsel and its financial and other advisers. If Purchaser does not notify Seller with the period (the "Thirty-Day Period") of 30 days after its receipt of Seller's notice that it ------------------ wishes to enter into negotiations with Seller for a Provider Operations Transaction on the terms described in Seller's notice or on different terms proposed by Purchaser that are no less favorable to Seller than those described in Seller's notice, then Seller shall have the ROFO Notice right to enter into an agreement or agreements with one or more third parties for a Provider Operations Transaction. If Purchaser notifies Seller within the Thirty-Day Period that it wishes to enter into negotiations with Seller for a Provider Operations Transaction on terms no less favorable to Seller than those described in Seller's notice, then for a period beginning on the date of Purchaser's notice and ending on the date 120 days after the date Seller's notice is received (iithe "First Offer Period") does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period parties shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO negotiate in good faith with respect to such Ship Sale------------------ a Provider Operations Transaction; but if Seller and Purchaser do not enter into an agreement or agreements for a Provider Operations Transaction prior to the expiration of the First Offer Period, then Seller shall have the right to do so with one or more third parties. In If Seller does not do so (a) within 180 days after the expiration of the Thirty-Day Period in the event Zoullas elects that Purchaser does not notify Seller within such period that it wishes to exercise his ROFO with respect enter into negotiations as contemplated in the second preceding sentence, or (b) within 180 days after the expiration of the First Offer Period in the event that Purchaser does so notify Seller within the Thirty-Day Period, but Seller and Purchaser do not enter into an agreement or agreements for a Provider Operations Transaction within the First Offer Period, then the preceding provisions of this Section 8 shall again become effective. Seller's right to enter into a Provider Operations Transaction under either the second or the third preceding sentence shall be subject to the Ship Sale described economic terms of such transaction being, in Seller's reasonable, good faith judgment, no less favorable to Seller than those discussed with Purchaser. Notwithstanding the foregoing, if, on or prior to the expiration of the Put, the Surplus Notes are paid in full, and, immediately following such payment, HIP-NJ's unrestricted fund balance meets all applicable regulatory requirements, the reference to "second anniversary of the Closing Date" in the ROFO Noticefirst sentence of this Section 8, Zoullas must, within fourteen (14) days of his receipt shall automatically be changed to the third anniversary of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyClosing Date.

Right of First Offer. (a) In If any Holder or group of Holders acting in concert (each or collectively, as the event that case may be, the Board determines “Initiating ROFO Seller”) proposes to sell Transfer to any of the vessels owned by ROFO Purchaser any of its Subsidiaries or the equity securities or other interests Shares, in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote single transaction or a no vote by Zoullas series of related transactions (in a “ROFO Sale”), then the event Zoullas did not have Initiating ROFO Seller shall first furnish a written notice (the opportunity “ROFO Initiation Notice”) to vote) in the meeting Company and the Warrant Agent. The ROFO Initiation Notice shall state the number and type of Shares the Board in which Initiating ROFO Seller intends to Transfer (the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement“ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall promptly send promptly, but in no event later than five (5) Business Days, following receipt of the ROFO Initiation Notice provide such ROFO Initiation Notice to Zoullas each Significant Person who is a Holder. (b) Each Significant Person shall have the right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the ROFO Initiation Notice (the “ROFO Period”), to agree to purchase up to its pro rata share of the ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer”). Such right shall be exercised by delivering a written notice (the "“ROFO Notice"”) setting forth to the Company and the Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its intentions with respect to a Ship Sale and offering Zoullas pro rata share of the right ROFO Shares (the "ROFO"“Rejected ROFO Shares”), then, upon the expiration of the ROFO Period (or such earlier time period that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares), all of the Significant Persons that accepted the First Offer in full shall have the right, for a period of five (5) Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to make an offer such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the vessel described Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Within seven Such right shall be exercised by delivering a written notice to the Company and the Initiating ROFO Seller within the Reallotment Period specifying the number of Rejected ROFO Shares that such Significant Person agrees to purchase (7the “Reallotment Notice”). The Company shall promptly, but in no event later than two (2) days Business Days, following expiration of receipt of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, Zoullas shall notify with no Significant Person being required to purchase more Shares than it has agreed to purchase (the Board that he “Reallocation Process”). (c) If either no Significant Person accepts the First Offer or not all of the ROFO Shares are accepted pursuant to the First Offer and the Significant Persons do not accept all of the Rejected ROFO Shares (the “Rejected Reallotment Shares”), then, upon the expiration of (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice Period, if no Significant Person accepts the First Offer or (ii) does the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt all of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.Shares

Right of First Offer. (a) In Except for Permitted Transfers, in the event that the Board determines a Deerfield Purchaser desires to sell any of the vessels owned by directly or indirectly Transfer any of its Subsidiaries or Securities, then it shall first send a notice of such proposed Transfer to the equity securities or other interests WP Purchasers, together with a detailed description of the terms and conditions of such Deerfield Purchaser’s proposed offer of such Securities, including the purchase price for such Securities (a “ROFO Offer”), prior to engaging in any discussions with any third party with regard to a Transfer of its Subsidiaries that own such Securities or effecting any such vessels to Transfer. For a Third Party period of fifteen (any such sale, a "Ship Sale"15) and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice days (the "“ROFO Notice"Negotiation Period”) setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of from receipt of a ROFO NoticeOffer, Zoullas such Deerfield Purchaser and the WP Purchasers shall notify have a right to discuss in good faith the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of an agreement regarding the definitive proposed Transfer of the Securities to the WP Purchaser Group. During the ROFO Negotiation Period, the Deerfield Purchasers shall refrain from engaging in any discussions with any third party (other than the WP Purchasers) regarding a Transfer of such Securities to such third party. If at the expiration of the ROFO Negotiation Period such Deerfield Purchaser and the WP Purchasers shall have not reached agreement delivered by Zoullas with regard to the terms and conditions of such Transfer, then such Deerfield Purchaser shall be free for a period of ninety (90) days after the expiration of the ROFO Negotiation Period to Transfer such Securities to a third party transferee for the same or greater purchase price, and on terms no more beneficial in any material respect to such Ship Sale)the third party transferee than, as set forth in the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyROFO Offer.

Right of First Offer. (a) In For a period of 360 days following the event that the Board determines Tranche 1 Closing Date, prior to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests engaging in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)ROFO Financing Transaction, the Company shall promptly send first offer the Purchaser the right ("RIGHT OF FIRST OFFER") to Zoullas fund fifty percent (50%), up to a notice maximum amount of Two Million Five Hundred Thousand Dollars ($2,500,000), of a ROFO Financing Transaction before offering to any third party the opportunity to participate in such ROFO Financing Transaction. If the Company desires to enter into a ROFO Financing Transaction, the Company shall deliver to the Purchaser a written statement ("OFFER NOTICE") notifying the Purchaser of the proposed terms of the ROFO Financing Transaction, including the material terms of the proposed ROFO Financing Transaction, and offering the Purchaser the opportunity to participate in such ROFO Financing Transaction on terms consistent with this Section 4(j). The Purchaser shall have no more than five (5) days (the "ROFO NoticeOFFER PERIOD") setting forth its intentions with respect to a Ship Sale and offering Zoullas from the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days date of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes Offer Notice to exercise his ROFO with respect its Right of First Offer by delivering written notice to the Ship Sale described Company that it intends to exercise its Right of First Offer. If (a) the Purchaser fails to exercise its Right of First Offer during the Offer Period, (b) the Purchaser notifies the Company in the ROFO Notice or (ii) writing that it does not intend to exercise its Right of First Offer, (c) the Purchaser exercises its Right of First Offer, but the parties are unable to consummate the ROFO Financing Transaction within the time period 18 specified for such ROFO. The failure to notify consummation in the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO definitive documentation with respect to such Ship Sale. In ROFO Financing Transaction, unless such inability to consummate is due to no fault of the event Zoullas elects Purchaser, or (d) the Purchaser does not make its required funds available on request or otherwise fulfill its obligations to exercise his ROFO the transaction agreement with respect to the Ship Sale described in ROFO Financing Transaction at the time the ROFO NoticeFinancing Transaction is scheduled to be consummated, Zoullas must, within fourteen (14) days of his receipt of then the ROFO Notice (i) execute a definitive agreement Company shall be immediately free to deal with third parties with respect to such Ship Sale ROFO Financing Transaction on the same terms as were set forth in the Offer Notice; provided, however, that is at a price acceptable to if the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary fails to consummate such Ship Sale. If Zoullas fails to comply with the requirements ROFO Financing Transaction within two (2) months of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions delivery of the definitive agreement delivered by Zoullas Offer Notice, such ROFO Financing Transaction shall then become the subject of a new Right of First Offer, which the Purchaser may choose to exercise in accordance with respect to such Ship Salethis Section 4(j), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. (a) In the event that the Board determines to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes If a Member (such Member, the “ROFO Transferring Member”) desires to exercise his ROFO with respect Transfer all or any portion of its Membership Interests to the Ship Sale described a third party that is not a Member (or an Affiliate thereof) (other than in the ROFO Notice a Transfer pursuant to Section 3.6(a)), then, prior to commencing a sale process (including providing access to any physical or (iielectronic data room to any third party) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO or entering into any binding agreement with respect to such Ship Sale. In proposed Transfer, such ROFO Transferring Member shall give written notice (the event Zoullas elects to exercise his “ROFO with respect Notice”) to the Ship Sale described in Management Committee and each of the other Members (such other Members, the “ROFO Members”) of the ROFO NoticeTransferring Member’s desire to Transfer such Membership Interests, Zoullas mustwhich ROFO Notice shall specify the Membership Units that the ROFO Transferring Member desires to Transfer (the “Subject Units”) and the purchase price and terms and conditions of Transfer that such ROFO Transferring Member proposes to be paid for such Subject Units (the “ROFO Price”). Each ROFO Member shall have the right, within fourteen at any time during the period (14the “Exercise Period”) days of his that ends at 5:00 p.m. Aurora, Nebraska time on the forty-fifth (45th) calendar day after receipt of the ROFO Notice (i) execute to give a definitive agreement with respect to such Ship Sale that is at a price acceptable written notice to the Company and ROFO Transferring Member that such ROFO Member is electing, on other the terms and conditions reasonably satisfactory to contained in the Company; and ROFO Notice (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall includewhich, for the avoidance of doubt, shall only include Acceptable Terms and Conditions), to purchase its proportionate share of Subject Units (calculated based on the price not being acceptable number of Membership Units owned by such ROFO Member as of the date of the ROFO Notice relative to the Company or the Company not being reasonably satisfied with the other terms and conditions number of Membership Units owned by all ROFO Members as of the definitive agreement delivered by Zoullas with respect to date of the ROFO Notice) (a) at the ROFO Price (each such Ship Salenotice, a “ROFO Offer”), or (b) at such other price (a “ROFO Counter Price”) as previously agreed to by a majority of the Company shall have no further obligations ROFO Members (the “ROFO Counter Offer”), in either case, plus any additional portion of the Subject Units such ROFO Member desires to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with purchase in excess of its pro-rata share (a Third Party.“

Right of First Offer. Prior to any offer or sale by the Company of any -------------------- Equity Securities (aas defined below) during the period beginning on the Closing Date and ending on the twelve (12) month anniversary of the Closing Date, the Company must first deliver to the Purchaser, at least twenty (20) Trading Days prior to the issuance thereof, written notice describing the proposed issuance, including the terms and conditions thereof, and the Purchaser shall have an option during the ten (10) Trading Day period following delivery of such notice to purchase all or any part of the Equity Securities being offered on the same terms as contemplated by such issuance (the "Right of First Offer"). In the -------------------- event that the Board determines Purchaser either does not give notice within such ten Trading Day period that it intends to sell any of exercise the vessels owned by any of its Subsidiaries foregoing option or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), informs the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board writing that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) it does not intend to exercise participate in all or any part of such ROFOissuance, the Company may offer any Equity Securities that are not purchased by the Purchaser to a third party on the same terms as were offered to the Purchaser. For purposes hereof, "Equity Security" shall mean Common Stock or any --------------- other equity security of the Company, or any security convertible into, or exercisable or exchangeable for, Common Stock or any such equity security. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does Right of First Offer will not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect apply to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days issuance of his receipt of the ROFO Notice Equity Securities pursuant to (i) execute an employee stock option, purchase or benefit plan or program duly adopted by the Company, (ii) any options, warrant, convertible securities or rights or agreements to purchase securities of the Company outstanding on the date hereof; (iii) any firm-commitment underwritten public offering of Equity Securities in an amount not less than $40,000,000, (iv) any securities issued for consideration other than cash pursuant to a definitive agreement merger, consolidation, acquisition or similar business combination with respect a third party, the primary purpose of which is not the raising of capital, (v) shares of Common Stock issued upon conversion of the Preferred Shares or exercise of the Warrant, (vi) any Equity Securities issued pursuant to such Ship Sale that is at any equipment leasing arrangement or debt financing from a price acceptable to bank or other financial institution, or (vii) any Equity Securities issued in connection with strategic transactions involving the Company and on other terms and conditions reasonably satisfactory to the Company; and third parties, including by way of example (iiA) make a customary deposit and provide credible evidence joint ventures, manufacturing, marketing or distribution arrangements or (as determined by the Board in its reasonable judgmentB) of having financing necessary to consummate such Ship Saletechnology transfer or development arrangements (each, an "Exempt Transaction"). If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.------------------

Right of First Offer. Quigley shall have a right of first offer to purchasx ____________'s business as set forth herein. ____________ shall give Quigley written notice of ________'s election to oxxxx xxs entire business for sale to third parties. Quigley shall have thirty (a30) In business days after xxx xxxeipt of said notice (the event that "Offer Period") to make a written offer (the Board determines "Offer") to sell any ____________ which shall set forth the basic terms and conditions upon which Quigley would be willing to enter into a binding axxxxxxxt for the purchase of ___________'s business. Upon ___________'s acceptance of the vessels owned by any Offer, the parties shall negotiate in good faith for a period of its Subsidiaries or not more than sixty (60) business days after such acceptance (the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship SaleNegotiation Period") and Zoullas objected in order to such Ship Sale (such objection to be evidenced by enter into a negative vote or a no vote by Zoullas (in binding agreement for the event Zoullas did not have the opportunity to vote) in the meeting sale of the Board in which the decision business to proceed with a potential Ship Sale was ratified by the Board Quigley in accordance with the terms and conditioxx xx xhe accepted Offer. The right of this Agreement), first offer shall automatically expire and terminate upon the Company shall promptly send to Zoullas a notice earlier of: (the "ROFO Notice"i) setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") Quigley's failure to make an offer to purchase Offer within the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or Offer Xxxxxx; (ii) does not intend ____________'s good faith rejection of the offer within the Offer period; or (iii) the failure or inability of Quigley and __________ in good faith to exercise such ROFOenter into x xxxxing purchase agreement within the Negotiation Period. The failure to notify Upon the Board within such seven (7) day period expiration of the Right of First Offer, ________ shall be deemed permitted to be a notice offer the business for sale to any third party and neither Quigley nor ___________ shall have any further rigxxx xx obligations under the terms of this paragraph, provided that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt manufacture of the ROFO Notice (i) execute Products by a definitive agreement with respect to purchasing party shall require Quigley's permission and approval for such Ship Sale that is at a price acceptable to the Company manufactxxx xxx such permission and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure approval shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partyunreasonably be withheld.

Right of First Offer. (a) In During the ROFO Period, in the event that the Board determines to sell any of the vessels owned by Company or any of its Subsidiaries desires to sell or otherwise Transfer one or more Container Vessels to any Person, other than (i) a sale or Transfer to the equity securities Company and/or its Controlled Affiliates or other interests (ii) in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote connection with an Initial Public Offering or a no vote by Zoullas (in the event Zoullas did not have the opportunity Company Sale, then, prior to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)effecting such sale or Transfer, the Company shall promptly send to Zoullas deliver a written notice (the "ROFO “Proposed Sale Notice"”) setting forth to Seaspan describing in reasonable detail the Container Vessel(s) to be sold or Transferred, related Charter terms (and including a copy of the Charter documents), and any existing financing that may be assumed upon Transfer of the Vessel (and including copies of the related loan documentation); provided, however, that the Company shall not have an obligation to deliver such Proposed Sale Notice if Seaspan or any of its intentions with respect Controlled Affiliates is then in material default or has materially breached any provision of this Agreement or the limited liability company agreement of the Company and, if capable of being cured, such default or breach remains uncured for a period of thirty (30) days following written notice by the Company to a Ship Seaspan of such default or breach. Seaspan will have the right, but not the obligation, to deliver an irrevocable written offer (an “Offer”) to the Company on or before the date that is twelve (12) Business Days after the date of receipt of the Proposed Sale and offering Zoullas the right Notice (the "ROFO"“ROFO Deadline”) to make an offer purchase (or to cause any of its Qualified Subsidiaries to purchase) all, but not less than all, of the Container Vessels described in the Proposed Sale Notice, which Offer shall set forth all material terms and conditions (including the price) on which Seaspan desires to purchase the vessel Container Vessels described in the ROFO Proposed Sale Notice. Within seven ; provided that any Offer shall (7A) days provide for payment of consideration only in the form of cash in a specific amount set forth in such Offer and payable at the closing of such sale or Transfer, and (B) not contain any conditions to closing other than receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFOany required approval of Governmental Authorities. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations the right to Zoullas with respect to such Ship Sale accept or reject any Offer in its sole and the Company may consummate such Ship Sale with a Third Partyabsolute discretion.

Right of First Offer. (a) In the event that the Board determines The Company may elect to sell any purchase all, but not less than all, of the vessels owned Offered Securities which are the subject of the Sale Notice delivered by any Stockholder upon the same terms and conditions as described in the Sale Notice by delivering a written notice of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected election to such Ship Transferring Stockholder within twenty (20) days after the Sale (Notice has been delivered to the Company. If the Company has not elected to purchase all of the Offered Securities which are the subject of such objection to be evidenced by a negative vote or a no vote by Zoullas (Sale Notice, the Other Stockholders may, in the event Zoullas did aggregate, elect to purchase all, but not have less than all, of the opportunity to vote) Offered Securities which are the subject of such Sale Notice delivered by any Stockholder upon the same terms and conditions as described in the meeting Sale Notice by delivering a written notice of such election to the Board in which Transferring Stockholder within twenty (20) days after the decision Sale Notice has been delivered to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer Other Stockholders. If more than one Other Stockholder elects to purchase the vessel described Offered Securities, the Offered Securities shall be allocated among the Other Stockholders so electing on a Pro Rata Basis. If neither the Company nor the Other Stockholders elect to purchase all of the Offered Securities specified in the ROFO Sale Notice. Within seven , the Transferring Stockholder will have (7y) ninety (90) days of receipt of a ROFO Noticeafter the Authorization Date to draft, Zoullas shall notify the Board that he either (i) wishes execute and deliver definitive documentation to exercise his ROFO with respect Transfer such Offered Securities, subject to the Ship Sale described in the ROFO Notice or (iiprovisions of Section 2.2(b)(ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Noticebelow, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory no more favorable to the Company; transferee than those proposed in the Sale Notice and (iiz) make a customary deposit if such documentation is so drafted, executed and provide credible evidence delivered, sixty (as determined 60) days thereafter to consummate the Transfer. Any such Offered Securities not so Transferred by the Board in its reasonable judgment) of having financing necessary to consummate Transferring Stockholder during such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable 150 day period will again be subject to the Company or the Company not being reasonably satisfied with the other terms and conditions provisions of the definitive agreement delivered by Zoullas with respect to such Ship Salethis Section 2.2(b), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. (a) In For a period commencing on the event that Closing Date and terminating on the Board determines to sell any second anniversary of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)Closing Date, the Company (or, if the Company no longer exists at such time, the Shareholder Representative) shall promptly send to Zoullas have a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an of first offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice sale of all or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt substantially all of the ROFO Notice GPI Business Unit and the assets and properties owned by Exult in connection therewith (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubtcollectively, the price not being acceptable "GPI BUSINESS"). Accordingly, before Exult may enter into negotiations with any third party to sell the GPI Business, Exult shall give written notice of its intent to sell the GPI Business to the Company or the Shareholder Representative, as the case may be, whereupon the Company or the Shareholder Representative, as the case may be, shall have the option to enter into exclusive negotiations with Exult for a 30-day period to purchase the GPI Business for cash. Such option must be exercised, if at all, by the Company or the Shareholder Representative, as the case may be, within ten business days after the delivery of such notice by the delivery to Exult by the Company or the Shareholder Representative, as the case may be, of written notice of its intent to exercise such option. Such notice shall include a statement by the Company or the Shareholder Representative, as the case may be, of its estimate of the fair market value of the GPI Business. Upon the receipt by Exult of such notice, the parties shall enter into good faith negotiations for a period of at least 30 days to determine the purchase price and other principal terms relating to the proposed sale of the GPI Business. If the parties do not being reasonably satisfied with agree upon a purchase price and the other principal terms and conditions of the definitive agreement delivered by Zoullas with respect to the proposed sale of the GPI Business within such Ship Sale)30-day period, Exult shall be free to consummate the sale of the GPI Business with any third party on financial terms no less favorable than those offered by the Company or the Shareholder Representative as the case may be. In the event Exult shall not have consummated the sale of the GPI Business within one year after the termination of such 30-day period, Exult shall not enter into negotiations with any third party to sell the GPI Business without first offering to the Company or the Shareholder Representative, as the case may be, the Company shall have no further obligations opportunity to Zoullas with respect negotiate to such Ship Sale and acquire the Company may consummate such Ship Sale with a Third PartyGPI Business in the manner set forth above.

Right of First Offer. (a) In For a period of three (3) years after the event that the Board determines to sell any of the vessels owned by Closing Date neither Xxxx nor any of its Subsidiaries Affiliates may assign, sell or transfer to any Person who is not an Affiliate of Xxxx either a controlling interest in the equity securities capital stock or other interests a majority of the assets of CUMSA or Echlin-Mexicana or both unless Xxxx has delivered to Buyer notice of Dana's desire to undertake such assignment, sale or transfer and describing the assets or capital stock Xxxx or its Affiliates desires to assign, sell or transfer and providing basic financial information about the business being sold (the "Transfer Notice"). Within thirty (30) days after delivery of a Transfer Notice, Buyer may notify Xxxx whether Buyer wishes to consider the transaction described in the Transfer Notice, and if so, what range of price it might be prepared to pay. If Buyer notifies Xxxx that Buyer does not desire to consider such transaction or if Buyer does not submit any notice to Xxxx within the thirty (30) day time period, neither Xxxx nor any of its Subsidiaries that own Affiliates shall have any such vessels further obligation to a Third Party (Buyer in respect of any such saleassignment, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote transfer or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting sale of the Board in which capital stock or assets of CUMSA, Echlin-Mexicana or both, and the decision provisions of Section 7.23(b) shall cease to proceed with apply. If Buyer notifies Xxxx within the thirty (30) day time period that Buyer desires to consider such a potential Ship Sale was ratified by transaction, then during a period ending on the Board in accordance with ninetieth (90th) day following the terms date of this Agreementthe Transfer Notice ("Negotiation Period"), Buyer and the Company applicable Sellers shall promptly send to Zoullas a notice (negotiate the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Salepurchase of the assets or capital stock of CUMSA, Echlin-Mexicana or both, as the case may be. During the Negotiation Period, Sellers shall use commercially reasonable efforts to(i) give Buyer and its representatives (including its lenders, underwriters or other financing sources), upon reasonable notice to Sellers, full access at all reasonable times, and in a manner so as not to interfere with the Company shall have no further obligations normal business operations of the Sellers, to Zoullas all assets, properties, books, records (including Tax records), Contracts, documents and personnel relating to CUMSA, Echlin-Mexicana or both, as the case may be, (ii) permit Buyer to make such inspections as it may reasonably require and (iii) furnish Buyer during such period with respect to all such Ship Sale and the Company information as Buyer may consummate such Ship Sale with a Third Partyreasonably request.

Right of First Offer. (a) In 13.1.1 During the event that term of this Manufacturing Agreement and subject to the Board determines terms set forth in this Section 13.1.1, Buyer shall have a right of first offer if Supplier proposes to sell any of the vessels owned by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels Facility to a Third Party (Party. Supplier shall provide Buyer with written notice of any such saledecision to sell the Facility and any and all information regarding the Facility that Supplier intends to share with a Third Party who is interested in purchasing the Facility (collectively, the “Facility Sale Notice”), and a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the reasonable opportunity to vote) in conduct appropriate due diligence on the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)Facility and associated workforce. Buyer shall notify Supplier, the Company shall promptly send to Zoullas a notice within ten (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (710) days of receipt of a ROFO the Facility Sale Notice, Zoullas whether it desires to acquire the Facility on such terms and conditions. If Buyer so notifies Supplier that it does desire to acquire the Facility, Buyer and Supplier shall notify negotiate any remaining terms and conditions governing the Board that he either sale of the Facility to Buyer promptly and in good faith. If (i) wishes Buyer fails to exercise his ROFO with respect to respond within the Ship Sale described in the ROFO Notice or ten (10) day period, (ii) Buyer notifies Supplier that it does not intend desire to exercise acquire the Facility on the terms and conditions offered, or (iii) in the case that Buyer notifies Supplier that it does desire to acquire the Facility, but Buyer and Supplier, despite using good faith efforts, fail to finalize and execute an agreement governing such ROFO. The failure acquisition by Buyer within fifty (50) days of Supplier’s receipt of Buyer’s notice, Supplier shall have the right, within one hundred twenty (120) days, to notify offer and sell the Board within such seven (7) day period shall be deemed Facility to be a notice that Zoullas does not intend to exercise his ROFO with respect Third Party on terms and conditions no more favorable to such Ship SaleThird Party than those specified in the Facility Sale Notice; provided that such Third Party shall remain obligated to supply the products to Buyer on the terms and conditions of this Manufacturing Agreement. In the event Zoullas elects that Supplier does not consummate the sale of the Facility within the one hundred twenty (120) day period, the rights provided under this Section 13.1.1 shall be revived and the Facility shall not be offered to exercise his ROFO any Third Party unless first re-offered to Buyer. Notwithstanding anything to the contrary, this Section 13.1.1 shall not prevent Supplier from encumbering the Facility and shall not apply with respect to any Third Party that forecloses upon the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyFacility.

Right of First Offer. (a) Following the earliest to occur of -------------------- (i) the fifth anniversary of the Execution Date, (ii the first anniversary of the IPO, and (ii the termination of the Restricted Period as to any Cable Parent, and provided that it shall have complied with the provisions of this Section 4.3, a Stockholder Group will be entitled to dispose of all but not less than all of its equity interest in the Company pursuant to (x) a Transfer of its Company Securities to an Unaffiliated Third Party or (y) an Indirect Transfer of such Company Securities to an Unaffiliated Third Party which Indirect Transfer results in a Change of Control of a Stockholder (a "Restricted Indirect ------------------- Transfer"); provided, however, that the provisions of this Section 4.3 shall not -------- ------- be applicable to any Transfer which is to be made in accordance with Section 4.4. In the event that a Stockholder Group desires to Transfer its Company Securities or enter into a transaction for such a Restricted Indirect Transfer, the Board determines to sell any Stockholder of the vessels owned by any such Stockholder Group shall notify each other Stockholder of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any desire to enter into such vessels to a Third Party transaction (any such salenotice, a "Ship SaleROFO Notice") ). In ----------- the case of a ROFO Notice with respect to a Restricted Indirect Transfer, such notice shall set forth the terms and Zoullas objected to conditions upon which such Ship Sale (such objection Restricted Indirect Transfer is proposed to be evidenced made. Each ROFO Notice shall constitute an offer by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice such Stockholder Group (the "ROFO NoticeOfferor") setting forth its intentions with respect to a Ship Sale and offering Zoullas sell all of the right Company ------------ Securities held by such Stockholder Group (the "ROFOROFO Shares") to make an offer to purchase the vessel described in other ----------- Stockholders (the "ROFO NoticeStockholders"). Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the Each ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify shall set forth the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt ----------------- type and amount of the ROFO Shares and shall specify the price per share (determined on an as converted into Series A Common Stock basis) at which such ROFO Offeror will Transfer such Company Securities (the "ROFO Offer Price"). In ---------------- the event that any ROFO Notice (i) execute contemplates a definitive agreement with respect to such Ship Sale that is at a price acceptable Restricted Indirect Transfer, the ROFO Offer Price applicable to the Company and on other terms and conditions reasonably satisfactory Securities to be transferred shall be the Company; and (ii) make a customary deposit and provide credible evidence (as determined Per Share Value. Unless otherwise agreed by the Board in its reasonable judgment) of having financing necessary to consummate ROFO Offeror and a ROFO Stockholder accepting such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubtoffer, the price not being acceptable to for the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company ROFO Shares shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partybe payable in cash.

Right of First Offer. SCPPA has the “Right of First Offer” (aor “ROFO”) In for any proposed sale of the event that Facility by Seller, all in accordance with the Board determines provisions of this Section 14.25. Prior to Seller consummating a sale of the Facility, Seller shall provide notice to Buyer of Seller’s proposed sale (a “Proposed Sale Notice”). Upon receipt of such notice, Buyer shall have forty-five (45) days in which to provide notice to Seller indicating whether Buyer is interested in negotiating with Seller to purchase the Facility from Seller. If Buyer does not provide such a notice, then, subject to the requirements of Section 14.7, Seller shall be free to sell the Facility to any third party, provided that if a sale is not consummated within eighteen (18) months following the date of the vessels owned by any of its Subsidiaries or Proposed Sale Notice, then Seller must provide another Proposed Sale Notice hereunder (and go through the equity securities or other interests in any of its Subsidiaries that own ROFO process hereunder) before consummating any such vessels sale. If Buyer does provide a notice in response to Seller’s Proposed Sale Notice, indicating that Buyer is interested in purchasing the Facility, then the Parties shall undertake for a Third Party period up to thirty (30) from the date of Buyer’s response notice to determine if they are able to reach mutual agreement on the terms and conditions of a sale of the Facility to Buyer. Failing such mutual agreement, then, subject to the requirements of Section 14.7, Seller shall be free to sell the Facility to any third party, provided that if a sale is not consummated within eighteen (18) months following the date of the expiration of such thirty (30) day period, Seller must provide another Proposed Sale Notice hereunder (and go through the ROFO process hereunder) before consummating any such sale, a "Ship Sale"and provided further that any such sale shall not be for an aggregate purchase price less than the aggregate purchase price last offered by Seller to Buyer in writing during such thirty (30) and Zoullas objected day negotiation period. The ROFO shall not apply to such Ship Sale (such objection any sale-leaseback or similar Facility financing by Seller or to be evidenced any sale by a negative vote or a no vote by Zoullas (any Facility Lender in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance connection with the terms exercise of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having Facility Lender remedies under financing necessary to consummate such Ship Sale. If Zoullas fails to comply with the requirements of the immediately preceding sentence (which failure shall include, for the avoidance of doubt, the price not being acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions of the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Partysecurity documents.

Right of First Offer. (a) In the event that the Board determines If any Investor proposes to sell (which term shall include any disposition) any Shares or Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), such Investor will give written notice to the Company (the "Transfer Notice") of the vessels owned by any number of its Subsidiaries or Securities such Investor proposes to sell in Covered Sales during the equity securities or other interests in any 90-day period (the "Notice Period") commencing on the date of its Subsidiaries that own any such vessels to a Third Party the Investor's delivery of the Transfer Notice (any such sale, a the "Ship SaleDelivery Date") and Zoullas objected the price per share at which such Investor proposes to sell such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not Securities. The Company shall have the opportunity right, during the 10-day period commencing on the Delivery Date, to vote) in the meeting purchase all, but not less than all, of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel Securities described in the ROFO Notice. Within seven (7) days Transfer Notice at the price per share set forth in the Transfer Notice by delivery to the Investor of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; 's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) make a customary deposit payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as shall be designated by such Investor. The right described in the preceding sentence shall terminate if the agreement and provide credible evidence (as determined purchase price described in the preceding sentence are not received by such Investor prior to 4:00 p.m. New York City time on the Board in its reasonable judgment) of having financing necessary to consummate such Ship Sale10th day immediately following the Delivery Date. If Zoullas fails to comply with the requirements Company does not exercise its right as hereinabove set forth within such 10-day period, such Investor may sell all or any portion of the immediately preceding sentence (which failure shall include, Securities described in the Transfer Notice to any purchaser for the avoidance a price per share equal to or in excess of doubt, the price set forth in the Transfer Notice. If, at the end of the Notice Period, such Investor has not being acceptable completed such sales, such Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section. Notwithstanding the foregoing, such Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company or Company, in which event the Company not being reasonably satisfied with 10- and 90- day periods described above shall recommence from the other terms and conditions date of Investor's delivery of such amended Transfer Notice to the definitive agreement delivered by Zoullas with respect to such Ship Sale), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third PartyCompany.

Right of First Offer. None. Preemptive Rights: Except for customary exempted issuances, each (ax) In the event that the Board determines to sell any Holder holding 2% or more of the vessels owned by outstanding Fully Diluted Common Shares, and (y) Initial Secured Creditor, will have customary preemptive rights on a pro rata basis in connection with any issuance of its Subsidiaries or the any equity securities or convertible debt securities by the Company so that such Holder has the ability to maintain the same percentage ownership of Fully Diluted Common Shares before and after such issuance, subject to customary exceptions. Such preemptive rights shall terminate upon the completion of a qualified IPO. Registration Rights Agreement: Upon or after a qualified IPO, any (i) Holder who would not otherwise be allowed to sell all of their Common Shares immediately without volume limitations or other interests restrictions under the Securities Act of 1933 or (ii) other Company Stockholders holding at least 5% of the voting power of the Fully Diluted Common Shares shall, in each case, be entitled to customary registration rights with respect to the Common Shares held by them, including customary demand, shelf and piggyback registration rights. Corporate Opportunities: The Company’s governance documents will provide, to the fullest extent permitted by applicable law, for the renunciation of the Company’s interest in business opportunities that are presented to Directors or Company Stockholders, in each case, other than opportunities presented to Directors, employees, consultants or officers of the Company in their capacity as such (and the renunciation shall apply to any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting Chairman of the Board that is not otherwise an employee, consultant or officer of the Company). Exhibit E Preferred Equity Term Sheet EXECUTION VERSION XXXXXXX GROUP INC. Term Sheet Relating to Series A Convertible Preferred Stock The following preliminary, non-binding term sheet (this “Term Sheet”) presents certain proposed, material terms relating to the issuance by Xxxxxxx Group Inc., a Delaware corporation (the “Company”), of the Series A Convertible Preferred Stock (the (Reorganized Preferred Equity”) in which connection with the decision consummation of the Company’s restructuring pursuant to proceed the filing of cases under chapter 11 of the United States Code (Case No. 19-32713(DRJ)). General: Purchase Price: $36.37 per share of Reorganized Preferred Equity Initial Liquidation Preference: $48.51 per share of Reorganized Preferred Equity Rank: The Reorganized Preferred Equity shall rank (i) senior to the Company’s reorganized common stock (the “Reorganized Common Equity”) and any other class of preferred stock of the Company (including with a potential Ship Sale was ratified by the Board respect to dividend rights and rights upon liquidation), unless otherwise approved in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice (the "ROFO Notice") setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory to the Company; voting rights section below and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary subordinate to consummate such Ship Sale. If Zoullas fails to comply with the requirements any existing or future indebtedness of the immediately preceding sentence (which failure shall include, Company Dividends: 10% PIK dividend payable annually as of any record date set for the avoidance payment of doubt, the price not being acceptable dividends to the Company or the Company not being reasonably satisfied with the other terms and conditions holders of the definitive agreement delivered Reorganized Common Equity. Dividends are payable annually or, if more frequent than annually, when Reorganized Common Equity dividends are paid, and are cumulative and compound based on the original purchase price and previously accumulated dividends. All accrued and accumulated dividends are prior in preference to any dividend on the Reorganized Common Equity and any securities junior to the Reorganized Preferred Equity, and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on the Reorganized Common Equity or on any securities junior to the Reorganized Preferred Equity (other than dividends payable in shares of Reorganized Common Equity or repurchases pursuant to binding contractual commitments of Reorganized Common Equity held by Zoullas with respect to such Ship Saleemployees, directors or consultants upon termination of their employment or services), the Company shall have no further obligations to Zoullas with respect to such Ship Sale and the Company may consummate such Ship Sale with a Third Party.

Right of First Offer. (a) In From time to time after the event that Fifth Anniversary, if the Board determines GGC Entities shall desire to sell any Transfer (other than a Permitted Transfer not made in reliance on this Section 2.2) all (but not less than all) of the vessels owned Equity Securities held by any of its Subsidiaries or the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement)them, the Company GGC Entities shall promptly send to Zoullas a give written notice (the "ROFO “Valuation Notice"”) setting forth its intentions with respect to a Ship Sale and offering Zoullas the right (the "ROFO") to make an offer to purchase the vessel described in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise such ROFO. The failure to notify the Board within such seven (7) day period shall be deemed to be a notice that Zoullas does not intend to exercise his ROFO with respect to such Ship Sale. In the event Zoullas elects to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt of the ROFO Notice (i) execute a definitive agreement with respect to such Ship Sale that is at a price acceptable to the Company and on other terms and conditions reasonably satisfactory Ample Faith, which Valuation Notice may be delivered prior to the Company; and (ii) make a customary deposit and provide credible evidence (Fifth Anniversary so that the Valuation can be completed as determined by early as the Board in its reasonable judgment) of having financing necessary Fifth Anniversary. The Valuation Notice shall state that the GGC Entities desire to consummate such Ship Sale. If Zoullas fails to comply with the requirements value all of the immediately preceding sentence Equity Securities held by them, and shall list three (which failure shall include, for the avoidance of doubt, the price not being 3) nationally recognized U.S. investment banks acceptable to the Company or the Company not being reasonably satisfied with the other terms and conditions GGC Entities to perform a valuation of the definitive agreement delivered by Zoullas with respect Company. Within fifteen (15) days of receiving the Valuation Notice, Ample Faith shall communicate to the GGC Entities its selection of one (1) of the three (3) investment banks listed in the Valuation Notice to perform a valuation of the Company. If Ample Faith fails to communicate a selection within such Ship Sale)fifteen (15) day period, the GGC Entities shall select one of the investment banks listed in the Valuation Notice to perform a valuation of the Company. The investment bank so selected shall be engaged at the Company’s expense to determine the Fair Value as of such date during the 30-day period immediately following its engagement, and the Company shall have no further obligations to Zoullas engage such investment bank immediately following its selection and enter into a fee and expense reimbursement agreement with respect to such Ship Sale investment bank consistent with such investment bank’s customary practices; provided that the GGC Entities shall (and the Company may consummate shall not be obliged to) engage such Ship Sale with investment bank and enter into a Third Partystandard fee and expense reimbursement agreement in respect of any Valuation Notice delivered by the GGC Entities other than the first Valuation Notice and the second Valuation Notice (but only if the second Valuation Notice is delivered more than two years after the delivery of the first Valuation Notice).

Right of First Offer. (a) In If Fiat, at any time after the event that the Board determines to sell any first anniversary of the vessels owned by any of its Subsidiaries or Closing Date and prior to the equity securities or other interests in any of its Subsidiaries that own any such vessels to a Third Party (any such sale, a "Ship Sale") and Zoullas objected to such Ship Sale (such objection to be evidenced by a negative vote or a no vote by Zoullas (in the event Zoullas did not have the opportunity to vote) in the meeting of the Board in which the decision to proceed with a potential Ship Sale was ratified by the Board in accordance with the terms of this Agreement), the Company shall promptly send to Zoullas a notice ninth anniversary thereof (the "ROFO NoticePeriod") setting forth ), proposes to sell all and not less than all of its intentions with respect to a Ship Sale and offering Zoullas the right shares of Fiat Auto Holdings Common Stock (the "ROFOOffered Shares"; or if (x) Fiat Auto Holdings proposes to make an offer to purchase sell all of the vessel described outstanding shares of Fiat Auto Common Stock, in the ROFO Notice. Within seven (7) days of receipt of a ROFO Notice, Zoullas shall notify the Board that he either (i) wishes to exercise his ROFO with respect to the Ship Sale described in the ROFO Notice or (ii) does not intend to exercise which case such ROFO. The failure to notify the Board within such seven (7) day period shares shall be deemed to be a notice that Zoullas does not intend the Offered Shares and references to exercise his ROFO with respect Fiat in this Section 8.02 shall be deemed to such Ship Sale. In the event Zoullas elects be references to exercise his ROFO with respect Fiat Auto Holdings or (y) FA proposes to the Ship Sale described in the ROFO Notice, Zoullas must, within fourteen (14) days of his receipt sell all of the ROFO Notice (i) execute a definitive agreement with respect outstanding shares of Fiat Auto Holdings Common Stock, in which case such shares shall be deemed to such Ship Sale that is at a price acceptable be the Offered Shares and references to the Company and on other terms and conditions reasonably satisfactory Fiat in this Section 8.02 shall be deemed to the Company; and (ii) make a customary deposit and provide credible evidence (as determined by the Board in its reasonable judgment) of having financing necessary be references to consummate such Ship Sale. If Zoullas fails to FA), Fiat shall first comply with the requirements provisions of this Section 8.02. Fiat shall deliver to General Motors written notice of its intention to sell the immediately preceding sentence (which failure shall include, for the avoidance Offered Shares specifying whether it proposes to sell shares of doubtFiat Auto Holdings Common Stock or Fiat Common Stock, the proposed sale price not being acceptable to the Company or the Company not being reasonably satisfied with and the other material terms and conditions of such sale (the definitive agreement delivered by Zoullas with respect to such Ship Sale"Sale Notice"). At any time within twenty Business Days from the date of the delivery of the Sale Notice (the "Offer Period"), General Motors may notify Fiat of its intention either (i) to accept the Company offer contained in the Sale Notice (the "Acceptance Notice"), in which case the parties shall proceed as specified in paragraph (b) below, or (ii) to offer to purchase the Offered Shares (the "Initial Notice") at a price less than that specified or upon different terms and conditions than those proposed in the Sale Notice. Upon receipt of the Initial Notice, Fiat and General Motors shall, for a period of ten Business Days (the "Price Negotiation Period"), negotiate exclusively with each other, in good faith, in order to agree on a price for the Offered Shares and the other material terms and conditions of sale. At any time prior to the termination of the Price Negotiation Period, General Motors may deliver a written offer to Fiat (the "Offer Notice"), which notice shall state that it constitutes the "Offer Notice" delivered pursuant to this Section 8.02(a) and shall state General Motors' proposed price in cash, or in shares of General Motors Common Stock, or both, for the Offered Shares and the other material terms and conditions of such offer. Fiat shall have no further obligations ten Business Days from the receipt of the Offer Notice to Zoullas with respect to such Ship Sale and either accept or reject the Company may consummate such Ship Sale with a Third Partyterms of the proposed offer.