Common use of Right of First Offer Clause in Contracts

Right of First Offer. (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.

Right of First Offer. (a) If at any Stockholder time from April 29, 2013 and prior to the consummation of an Investor Exit Event, (i) Parent or Stockholders acting in concert any of its Permitted Transferees desires to effect a Sale of all or any portion of Securities it owns or holds to a Third Party or Third Parties (a “Transferor”) desire to Transfer (including any transfer by operation of law, merger, recapitalization or other similar transaction), other than pursuant up to an Exempt Transfer7,000,000 Ordinary Shares (calculated in aggregate with all such prior Sales, and as adjusted for share splits, share dividends, combinations, reclassifications, recapitalizations and the like), or (ii) Company any Management Shareholder or any of his or her Permitted Transferees desires to effect a Sale of all or any portion of Securities that representhe or she owns or holds to a Third Party or Third Parties, in the aggregate, more other than 5up to 20% of the then outstanding shares of Common Stock Ordinary Shares (assuming conversion in full of all outstanding Preferred on an as-converted basis) or Ordinary Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock optionsthe exercise, or directly or indirectly through conversion or exchange of outstanding Preferred any options, warrants or other rights to acquire Ordinary Shares and NVC Shares, held by such PersonPerson(s) as at April 29, 2013 (calculated in aggregate with all such prior Sales and irrespective of the Conversion Limitation) as adjusted for share splits, share dividends, combinations, reclassifications, recapitalizations and the Company like) (collectivelyeach, the a “Option HoldersManagement Sale”), in each case, Parent shall deliver a written notice (an “Offer Notice”) prior written notice of such proposed Transferthereof to Investor, which notice shall (i) specify set forth all of the amount material terms and type conditions, including the number of Company Securities to be Transferred sold (the “Subject SecuritiesInvestor ROFO Shares”), the consideration to be received therefor, ) and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell purchase price per share (the “OptionOffer Price”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferorpayable solely in cash in one lump sum payment), on which Parent or such Management Shareholder offers or their relevant Permitted Transferee(s) to sell the one handOffered Shares to Investor (the “Investor ROFO”); provided, however, none of the following transactions shall be subject to the Investor ROFO: (x) any Sale of any equity securities of Parent, (y) any Sale of any Securities by Parent (or any of its Permitted Transferees) to any Permitted Transferee of Parent or any Sale of any Securities among any such Persons, and all such Option Holders requesting such valuation, on the other hand), in which case the date (z) any Sale of the Transferor’s Notice shall be deemed the date the cash value any Securities by any Management Shareholder (or any of his or her Permitted Transferees) to any Permitted Transferee of such consideration is so determinedManagement Shareholder or any Sale of any Securities among any such Persons.

Right of First Offer. Before any Shares may be Transferred by the Investor pursuant to a Permitted Public Transfer (aexcluding any Transfer pursuant to paragraph (d) If any Stockholder or Stockholders acting in concert of Exhibit C), the Investor shall deliver a written notice (a “TransferorROFO Notice”) desire to the Company, which shall confirm the Investor’s bona fide intention to Transfer Shares (other than pursuant such shares, the “ROFO Shares”) in a Permitted Public Transfer. The Company may nominate one or more Preferred New Investors whom it elects to an Exempt Transfer) Company Securities that represent, be in the aggregate, more than 5% deemed receipt of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares ROFO Notice and NVC Shares, and irrespective shall give written notice of the Conversion Limitation), identity of such Transferor shall give each Stockholder Preferred New Investor(s) to the Investor within the period of ten (other than 10) Business Days following the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% receipt of the then outstanding shares ROFO Notice by the Company. During the period of Common Stock fifteen (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective 15) Business Days following the delivery of the Conversion Limitation) and ROFO Notice to the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesROFO Negotiation Period”), the consideration Investor shall, if so requested by the Company or the Preferred New Investor(s), negotiate exclusively with the Preferred New Investor(s) in good faith with respect to be received therefora transaction in which the Investor shall Transfer all or a portion of the ROFO Shares to the Preferred New Investor(s), in lieu of an effective Permitted Public Transfer for such ROFO Shares. For the avoidance of doubt, the Investor shall not have any obligation to Transfer any ROFO Shares to the Preferred New Investor(s), and the other material terms on which Preferred New Investor(s) shall not have any obligation to purchase any ROFO Shares from the Transferor proposes Investor, unless the Preferred New Investor(s) and the Investor mutually agree to such a transaction in writing. If, following the expiration of the ROFO Negotiation Period, either the Company has not nominated any Preferred New Investors or the Preferred New Investor(s) and the Investor have not agreed in writing for the Investor to Transfer all or a portion of the Subject Securities and ROFO Shares to the Preferred New Investor(s), then the Investor shall have the right, during a period of six (ii6) contain months following the offer described below (collectively, end of the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell ROFO Negotiation Period (the “OptionROFO Open Period”) the Subject Securities ), subject to the Option Holders terms and conditions of this Agreement (including Section 4.4), to Transfer all of the ROFO Shares in accordance with this Article 3 for a Permitted Public Transfer; provided, however, that (x) if the consideration ROFO Shares are comprised of the Registrable Shares, and on (y) if the other terms specified in the Transferor’s Notice; provided that Investor demands, pursuant to the extent Registration Rights, a registration of such consideration ROFO Shares or the filing of a Prospectus Supplement (as defined in Exhibit C) with respect to such ROFO Shares during the ROFO Open Period, then the ROFO Open Period shall consist end six (6) months following the effectiveness of anything other than cashthe 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, each Option Holder then the Investor shall be entitled, at its option, required to instead pay in cash comply with the value of such consideration as determined procedures set forth under this Section 4.6 again by mutual agreement of all such Option Holders so electing delivering a new ROFO Notice to pay cash the Company and provide the Transferor, Company with the right to nominate one or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor more Preferred New Investors and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedPreferred New Investor(s) with another ROFO Negotiation Period pursuant to this Section 4.6.

Right of First Offer. (a) If (1) Subsequent to four years from the date hereof, if a GEI Party, Roll-Over Investor or Mezzanine Investor (each, solely for purposes of this Section 2.4, a “Right of First Offer Stockholder”) desires to Transfer any or all of its shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable (solely for purposes of this Section 2.4, the “Transfer Stock”) to any Person not a party to this Agreement (other than Transfers pursuant to Section 5.4(f) or Transfers to Permitted Transferees made in compliance with Section 2.2), such Right of First Offer Stockholder or Stockholders acting in concert shall reduce to writing (the “Transfer Notice”) the terms pursuant to which it desires to Transfer such Transfer Stock (a “TransferorTransfer Offer”). Such Transfer Notice shall identify the Transfer Stock and the cash purchase price for the Transfer Stock. Such Right of First Offer Stockholder shall provide the Transfer Notice to the Company, and the Company shall promptly, but in no event later than five (5) desire Business Days following receipt of the Transfer Notice from the Right of First Offer Stockholder, provide written notice (dated the day it is given) of such Transfer Offer to Transfer the GEI Parties, the Select Roll-Over Investors and the Mezzanine Investors (other than pursuant to an Exempt Transfer) Company Securities that representsuch Right of First Offer Stockholder, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as if applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s NoticeOfferees”). The Transferor’s Transfer Notice shall contain constitute an irrevocable offer by the Right of First Offer Stockholder (“First Offer”) to sell the Transfer Stock to the Transfer Offerees at a price equal to the price contained in the Transfer Notice. The Transfer Offerees shall have the irrevocable right and option (the “OptionRight of First Offer”) to accept the Subject Securities First Offer as to any or all shares of the Transfer Stock pursuant to the Option Holders Transfer Offer. Each Transfer Offeree that desires to purchase any Transfer Stock shall provide the Right of First Offer Stockholder with an irrevocable written notice specifying the number of shares of the Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such Transfer Offer (including the number of shares of Transfer Stock in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value excess of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt Transfer Offeree’s Pro Rata Amount of the Transferor’s NoticeTransfer Stock (“the “Excess Shares”)), as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by binding on said Transfer Offeree for the Transferornumber of shares of Transfer Stock in such notice of acceptance, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case within thirty (30) Business Days after the date of the Transferor’s Transfer Notice (the “Notice Period”), and shall be deemed simultaneously provide a copy to the date the cash value Company. The Company shall promptly distribute such notice of such consideration is so determinedacceptance to all Transfer Offerees.

Right of First Offer. (a) If the Company desires to Transfer any Stockholder Portfolio Company Securities or Stockholders acting in concert any other assets or any controlled Portfolio Company desires to transfer all or substantially all of its assets (a collectively, including Portfolio Company Securities, “TransferorROFO Assets”) desire to Transfer any Person (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type Transfer by the Company of Portfolio Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectivelyTransfer by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the applicable Portfolio Company upon the exercise of remedies in respect thereof), the Company shall give notice (an “Transferor’s Offer Notice”). The Transferor’s Notice shall contain an offer ) to sell Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and that sets forth the number and kind of ROFO Assets proposed to be Transferred by the Company or such Portfolio Company (the “OptionOffered ROFO Assets”), the price at which the Company or such Portfolio Company proposes to Transfer such Offered ROFO Assets (the “Offer Price”) and any other material terms and conditions of the Subject proposed Transfer; provided, however, that the Company shall not be required to give an Offer Notice to Comcast Shareholder with respect to (and Comcast Shareholder shall have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities if the Portfolio Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section 9.01 would be inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision applicable to the Option Holders Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in accordance connection with an Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this Article 3 for purpose that the consideration and on the other terms specified last sentence in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt definition of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other handterm “Subsidiary” in Section 1.01 were deleted), if the Manager determines in which case its good faith discretion that it would be reasonably likely through the date exercise of commercially reasonable efforts to be able to make such Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this Section 9.01, then the Transferor’s Notice Company shall be deemed the date the cash value of use commercially reasonable efforts to make such consideration is so determinedInvestment without accepting any such inconsistent terms or provisions.

Right of First Offer. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (ai) If shares of Common Stock, (ii) any Stockholder or Stockholders acting in concert other equity security of the Company, (a “Transferor”iii) desire to Transfer any debt security of the Company (other than pursuant to an Exempt Transferdebt with no equity feature) Company Securities that representincluding, in the aggregatewithout limitation, more than 5% any debt security which by its terms is convertible into or exchangeable for any equity security of the then outstanding Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell such securities (the “Offered Securities”) to the Major Investors. Each time the Company proposes to offer the Offered Securities, the Company shall first make an offering of such Offered Securities to each Major Investor by delivering a notice by mail (the “Company Notice”) to the Major Investors stating (i) its bona fide intention to offer such Offered Securities, (ii) the number of such shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC SharesOffered Securities to be offered, and irrespective (iii) the price and terms, if any, upon which it proposes to offer such shares of Offered Securities. Upon delivery of the Conversion Limitation)Company Notice, such Transferor each Major Investor shall give each Stockholder have the right to purchase (other than the Transferor and its Permitted Transferees, as applicablex) that, together with its Permitted Transferees, holds more than 5% that portion of the then outstanding Offered Securities as the number of shares of Common Restricted Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, then held by such Person, and irrespective Major Investor bears to the total number of the Conversion Limitation) and shares of outstanding capital stock of the Company (collectively, assuming the “Option Holders”exercise and conversion of all exercisable and convertible securities) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesBasic Amount”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (iiy) contain such additional portion of the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice Offered Securities as such Major Investor shall contain an offer to sell indicate it will purchase should any other Major Investor subscribe for less than its Basic Amount (the “OptionUndersubscription Amount”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration ), at a price and on the such other terms as shall have been specified by the Company in writing delivered to such Major Investor (the Transferor’s Notice; provided that to the extent such consideration “Offer”), which Offer by its terms shall consist remain open and irrevocable for a period of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 20 days of from receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedoffer.

Right of First Offer. (a) If Except for transfers to Permitted Transferees, if following the Closing Whitney (or its Permitted Transferee) (the “Transferring Stockholder”) desires to transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of, all or any Stockholder portion of any Common Stock or Stockholders acting in concert any economic interest therein (including without limitation by means of any participation or swap transaction) (each, a “TransferorTransfer”) desire all or part of its Common Stock to Transfer a third party, the Transferring Stockholder shall, at least fifteen (other than pursuant 15) days prior to an Exempt such Transfer, deliver a notice of such offer (the “Offer Notice”) Company Securities that representto Purchaser. At a minimum, the Offer Notice shall be in writing and shall contain (i) the aggregate, more than 5% description and number of the then outstanding shares of Common Stock that the Transferring Stockholder proposes to Transfer; (assuming conversion in full of all outstanding Preferred Shares ii) the name and NVC Shares, and irrespective address of the Conversion Limitation)proposed third party transferee; (iii) the proposed purchase price, terms of payment and other material terms and conditions of such Transferor shall give each Stockholder proposed transfer; and (other than iv) an estimate, in the Transferor and its Permitted TransfereesTransferring Stockholder’s reasonable judgment, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares fair market value of any non-cash consideration offered by the proposed transferee. The Offer Notice shall be deemed to be an offer of the subject Common Stock (for this purposeto Purchaser on the same terms and conditions as proposed by such third party. Purchaser shall first have the right, shares but not the obligation, to purchase all, but not less than all, of the Common Stock held specified in the Offer Notice at the price and on the terms specified therein by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior delivering written notice of such proposed Transfer, which notice shall election to the Transferring Stockholder within fifteen (i15) specify days after the amount and type delivery of Company Securities to be Transferred the Offer Notice (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s NoticePurchaser Election Period”). The Transferor’s Notice Purchaser may choose to have a designee purchase any Common Stock elected by it to be purchased hereunder, and references to Purchaser in this Section 2.2(a) shall contain refer to such designee as the context requires; provided that if such designee is not an offer Affiliate of Purchaser, references to sell (Purchaser in this Section 2.2(a) shall not refer to such designee, and instead such designee shall only have the “Option”) right, but not the Subject Securities obligation, to purchase all of the Option Holders in accordance with this Article 3 for the consideration and on the other terms Common Stock specified in the Transferor’s Notice; provided Offer Notice after the application of Section 2.2(b) and only in the event that Purchaser does not elect to purchase all of the Common Stock of the Transferring Stockholder subject to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Offer Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.

Right of First Offer. For the period beginning on the Closing Date and for six months thereafter, prior to any non-public equity offering of the Company (such non-public equity offering other than an issuance of stock pursuant to (i), (ii), (iii) or (iv) below, a "PIPE") other than an issuance of stock (i) pursuant to the Company's stock option plans and employee stock purchase plans, (ii) in connection with (a) If any Stockholder the exercise of warrants or Stockholders acting in concert (a “Transferor”b) desire to Transfer (other than pursuant to the terms of any class or series of debentures, stock or any other options, warrants or other convertible securities, outstanding on the date hereof, (iii) in connection with bank credit agreements and equipment and/or land lease lines with a non-equity financing purpose or (iv) in connection with an Exempt Transfer) acquisition, merger, partnering, licensing or strategic transactions, the Company Securities that represent, shall first offer to the Subscriber and all other Preferred Stock holders the opportunity to purchase the shares proposed to be offered in the aggregate, more than 5% PIPE pro rata based upon the number of the then outstanding shares of Common Preferred Stock (assuming conversion in full held. Subscriber's pro-rata share shall be calculated by dividing the number of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Preferred Stock held by the Subscriber by the number of shares of Preferred Stock then outstanding. The Company must offer the Subscriber twenty days in advance of an offering of a Person shall include PIPE generally ("Offer Period") the opportunity to purchase shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares on the terms and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities conditions to be Transferred offered generally (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s "PIPE Notice”"). The Transferor’s PIPE Notice shall contain an offer must state the type and price of the shares offered, the name and address of the escrow agent for the transaction and the number of shares the Subscriber is eligible to purchase. To participate the Subscriber must during the Offer Period notify the Company of the number of shares to be purchased (pursuant to the PIPE Notice) and deliver a certified check addressed to the escrow agent for the aggregate purchase price of the shares. To the extent the Subscriber does not purchase the offered shares, the Company may sell such shares to third parties on the terms and conditions contained in the PIPE Notice for 30 business days following the expiration of the Offer Period. Failure to sell (all the “Option”) shares to third parties shall not enable the Subject Securities Subscriber to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at rescind its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedpurchase.

Right of First Offer. (a) If Subject to Section 3.1, if any Stockholder Party or Stockholders acting in concert (a “Transferor”) desire its Affiliates desires to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, a Third Party all or any portion of such person’s Participating Interest in the aggregate, Subject Assets or more than 5% thirty percent (30%) of the then outstanding shares of Common Stock (assuming conversion net revenue interest ZaZa owns in full of all outstanding Preferred Shares and NVC Shares, and irrespective the Subject Assets as of the Conversion LimitationClosing Date through the granting (individually or together with all other grants) of any overriding royalty interest, production payment or net profits interest (the “Transferring Person”), such Transferor the Transferring Person shall give each Stockholder to Quantum (other than if a ZaZa Person is the Transferor and Transferring Person) or ZaZa (if Quantum or one of its Permitted Transferees, as applicableAffiliates is the Transferring Person) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectivelynon-Transferring Party, the “Option HoldersNon-Transferring Party”) prior written notice of (“ROFO Notice”) stating such proposed Transferring Person’s desire to effect such Transfer, which notice shall (i) specify the amount and type of Company Securities Participating Interest to be Transferred (or, if applicable, the overriding royalty interest, production payment or net profits interest to be granted) (the “Subject SecuritiesOffered Interest”), the consideration to be received therefor, ) and the other material terms and conditions on which the Transferor such Transferring Person proposes to Transfer or grant the Subject Securities and (ii) contain Offered Interest; provided, however, that if the offer described below (collectivelyconsideration set forth in such ROFO Notice contemplates any non-cash consideration, the “Transferor’s Notice”)Non-Transferring Party shall be entitled to pay in lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration (as determined by the Parties in good faith) unless the Transferring Person and the Non-Transferring Party agree to some other form of consideration. The Transferor’s Non-Transferring Party shall have the right but not the obligation to elect to acquire such Offered Interest on the terms and conditions set forth in the ROFO Notice. The ROFO Notice shall contain an constitute a binding offer to sell (the “OptionROFO Offer”) by the Subject Securities Transferring Person to Transfer or grant to the Option Holders in accordance with this Article 3 for Non-Transferring Party the consideration Offered Interest at the price and on upon the other terms specified in the Transferor’s ROFO Notice; provided that , and such offer shall be irrevocable for 30 days following receipt by the Non-Transferring Party. The Non-Transferring Party may accept such ROFO Offer and acquire all but not less than all of the Offered Interest by giving written notice of the same to the extent Transferring Person within such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally 30-day period. The failure by the Transferor, on Non-Transferring Party to so notify the one hand, and all Transferring Person within such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice 30-day period shall be deemed a waiver of the date right of first offer described hereunder and a rejection of the cash value of such consideration is so determinedROFO Offer. [*] 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.

Right of First Offer. (a) If Prior to a Qualified IPO, subject to and excluding (w) any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than Transfers by CCMP pursuant to Section 4.1(a), (x) Transfers by Xxxxxxx pursuant to Section 4.1(b), (y) Transfers by Altoma pursuant to Section 4.1(c), and (z) any Transfers made pursuant to (i) an Exempt Transferoffering of equity securities registered under the Securities Act, (ii) Company Securities that representSection 4.2, (iii) Section 4.3, (iv) Section 4.5 pursuant to a sale in which the Drag-Along Sellers are exercising drag-along rights, and (v) Section 4.7, in the aggregateevent that (A) subsequent to thirty (30) months after the Effective Time, more than 5% Chesapeake or any of its Permitted Transferees, or (B) subsequent to four (4) years after the then outstanding Effective Date in the event CCMP or Xxxxxxx or any of their Permitted Transferees (such Person referenced in subsections (A) and (B), the “ROFO Seller”) desires to Transfer shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation)owned by it to any Person, such Transferor ROFO Seller shall give each Stockholder notify in writing (the “ROFO Notice”) the Holders other than the Transferor ROFO Seller (the “ROFO Parties”) and the Company, of: (A) its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding desire to Transfer such shares of Common Stock Stock, (for this purpose, B) the number of shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesROFO Shares”) and (C) the price at which the ROFO Seller is willing to sell the ROFO Shares (the “ROFO Notice Price”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (iiD) contain the offer described below other terms of such proposed sale (collectively, the “Transferor’s NoticeROFO Notice Terms”). The Transferor’s ROFO Seller(s) will negotiate in good faith for a period of not less than 21 days after the date of the ROFO Notice shall contain with any ROFO Parties who express an offer to sell (interest in acquiring the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder ROFO Shares. The ROFO Parties shall be entitled, at its optionbut not required, to instead pay in cash within 21 days after the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the delivery date of the Transferor’s ROFO Notice, to deliver a cash offer notice (an “ROFO Offer Notice”) to the ROFO Seller of their offer for all, or any portion, of the ROFO Shares set forth in the ROFO Notice. If any ROFO Offer Notice is accepted by the ROFO Seller, each ROFO Party timely delivering a ROFO Offer Notice shall be deemed have the date right to acquire a pro rata number of ROFO Shares based on the cash value relative number of such consideration is so determinedshares of Common Stock then owned by all of the ROFO Parties timely delivering a ROFO Offer Notice.

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor (aas long as such Major Investor is not a competitor of the Company) If a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any Stockholder shares of, or Stockholders acting securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in concert accordance with the following provisions: The Company shall deliver a notice (a the “TransferorRFO Notice”) desire to Transfer the Major Investors stating (other than pursuant i) its bona fide intention to an Exempt Transferoffer such Shares, (ii) Company Securities that representthe number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares. Within 15 calendar days after delivery of the RFO Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the aggregateRFO Notice, more than 5% up to that portion of such Shares which equals the then outstanding proportion that the number of shares of Common Stock (assuming issued and held, or issuable upon conversion in full and exercise of all outstanding Preferred Shares and NVC Sharesconvertible or exercisable securities then held, and irrespective by such Major Investor bears to the sum of (A) the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% total number of the then outstanding shares of Common Stock then outstanding (for this purpose, assuming full conversion and exercise of all convertible or exercisable securities) and (B) shares of Common Stock held issuable to employees, consultants or directors pursuant to a stock option plan, restricted stock plan, or other stock plan approved by the Board of Directors. Such purchase shall be completed at the same closing as that of any third party purchasers or at an additional closing thereunder. The Company shall promptly, in writing, inform each Major Investor that purchases all the shares available to it (each, a Person “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-day period commencing after receipt of such information, each Fully-Exercising Investor shall include be entitled to obtain that portion of the Shares for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of Company stock optionsall convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock then issued and held, or directly issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors. The Company may, during the 45-day period following the expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Personpersons at a price not less than, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material upon terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities no more favorable to the Option Holders in accordance with this Article 3 for the consideration and on the other terms offeree than, those specified in the Transferor’s RFO Notice; provided that to . If the extent Company does not enter into an agreement for the sale of the Shares within such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferorperiod, or if such agreement is not reached consummated within 5 60 days of receipt of the Transferor’s Noticeexecution thereof, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the date Major Investors in accordance herewith. The right of first offer in this Section 2.3 shall not be applicable to Shares that are excluded from the cash value definition of “Additional Stock” set forth in Section 4(d)(i)(B) of Article IV(B) of the Restated Certificate. In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities issuance, if (i) at the time of such consideration subsequent securities issuance, the Major Investor is so determinednot an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.

Right of First Offer. (a) If The Participant hereby agrees that he shall not assign, sell, offer to sell, pledge, mortgage, hypothecate, encumber, dispose of or enter into any Stockholder other like transaction involving the transfer or Stockholders acting encumbrance of the Interest, in concert whole or in part (each a “Transferor”) desire "Transfer"), to Transfer (any participant of the Company other than pursuant IPG Laser without first offering such interest to an Exempt TransferIPG Laser at a price equal to the lesser of (x) the proportionate interest in the net asset value of the Company Securities that representas of June 30, 2006 represented by the interest to be transferred, (y) the fair value of the interest to be transferred as determined in good faith and approved by the Audit Committee of the Board of Directors of IPG as of a date within three months of the proposed transfer or (z) the bona fide purchase price proposed to be paid by any participant of the Company, if any, for the interest to be transferred. Prior to any Transfer of the Interest, in the aggregatewhole or in part, more than 5% to any participant of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectivelyCompany, the “Option Holders”) prior Participant must deliver a written notice of such proposed Transfer(the "Notice") to IPG Laser, which notice shall Notice must include (i) specify a statement of the amount and type of Company Securities intent to be Transferred Transfer the Interest (the “Subject Securities”)or some portion thereof) , the material terms and conditions of the proposed Transfer and the identity of the proposed transferee, (ii) a copy of any written offer, term sheet or purchase agreement from any participant of the Company setting forth all material terms, including the bona fide consideration to be received thereforpaid, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (iiiii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell the Interest (or such portion thereof in question) to IPG Laser on the “Option”terms set forth in this Agreement. IPG Laser may elect to purchase all or part of the Interest (or such portion thereof being offered) the Subject Securities by sending written notice to the Option Holders in accordance with this Article 3 for Participant accepting the consideration and on offer to purchase the other terms specified in the Transferor’s Notice; provided that Interest (or such portion thereof being offered) at a price equal to the extent such consideration shall consist lesser of anything other than cashclauses (x), each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, (y) or if such agreement is not reached (z) above within 5 thirty (30) days of following receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable . The closing will take place on a mutually agreeable date to both be not more than thirty (30) days following the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date exercise of the Transferor’s Notice shall be deemed the date the cash value right of such consideration is so determinedfirst offer hereunder by IPG Laser.

Right of First Offer. (a) If The Company shall, prior to any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each holder of Series B Preferred, Series C Preferred, Series C-1 Preferred, Series C-2 Preferred and Series B-[x] Preferred (individually, a “Series Preferred Holder” and, collectively, the “Series Preferred Holders”) by written notice the right, for a period of twenty (20) days, to purchase all of such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued; provided, however, that the first offer rights of the Series Preferred Holders pursuant to an Exempt Transferthis Section 10 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule II to the Purchase Agreement as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company Securities that representor any of its subsidiaries of all or substantially all of the stock or assets of any other entity, (E) pursuant to a firm commitment underwritten public offering, (F) pursuant to (i) the issuance of Common Stock to directors, officers, employees or consultants of the Company or (ii) the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company, in each case, in connection with their service to the Company, not to exceed in the aggregate 8,000,000 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock) less the number of shares (as so adjusted) issued pursuant to subscriptions, warrants, options, convertible securities, or other rights outstanding on the date of this Agreement and listed in Schedule II to the Purchase Agreement pursuant to clause (C) above (the shares exempted by this clause (F) being hereinafter referred to as the “Reserved Employee Shares”), (G) in connection with Board of Director-approved bank loans or equipment financings and (H) pursuant to the Purchase Agreement. The Company’s written notice to the Series Preferred Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Series Preferred Holder may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by written notice thereof given it to the Company prior to the expiration of the aforesaid twenty (20) day period, in which event the Company shall promptly sell and such Series Preferred Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Series Preferred Holder. Notwithstanding the foregoing, if the Series Preferred Holders agree, in the aggregate, to purchase more than 5% the full number of securities offered by the Company, then outstanding shares each Series Preferred Holder accepting the Company’s offer shall first be allocated the lesser of Common Stock (assuming conversion in i) the number of securities which such Series Preferred Holder agreed to purchase and (ii) the number of securities as is equal to the full number of all outstanding Preferred Shares and NVC Sharessecurities offered by the Company multiplied by a fraction, and irrespective the numerator of which shall be the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% number of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include such Series Preferred Holder as of the date of the Company’s notice of offer (treating such Series Preferred Holder, for the purpose of such calculation, as the holder of the number of shares of Common Stock which would be issuable to such Series Preferred Holder upon conversion, exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding all securities (including but not limited to the Preferred Shares and NVC Shares, ) held by such PersonSeries Preferred Holder on the date such offer is made, and irrespective that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of the Conversion LimitationCommon Stock) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses denominator of which shall be shared equally the aggregate number of shares of Common Stock (calculated as aforesaid) held on such date by all Series Preferred Holders who accepted the Company’s offer, and the balance of the securities (if any) offered by the Transferor, on Company shall be allocated among the one hand, and all such Option Series Preferred Holders requesting such valuation, on accepting the other handCompany’s offer in proportion to their relative equity ownership interests in the Company (calculated as aforesaid), provided that no Series Preferred Holder shall be allocated more than the number of securities which such Series Preferred Holder agreed to purchase and provided further that in which case cases covered by this sentence all Series Preferred Holders shall be allocated among them the full number of securities offered by the Company. The Company shall be free, at any time prior to ninety (90) days after the date of its notice of offer to the Transferor’s Notice shall be deemed Series Preferred Holders, to offer and sell to any third party or parties the date the cash value number of such consideration is so determinedsecurities not agreed by the Series Preferred Holders to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Series Preferred Holders. However, if such third-party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 10. This Right of First Offer will terminate upon the closing of an IPO or a sale of all or substantially all of the capital stock or assets of the Company.

Right of First Offer. (a) If any Stockholder In the event that the NHI Partner desires to sell or Stockholders acting in concert (otherwise Transfer all or a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, portion of the NHI Partner’s interest in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred Partnership (the “Subject SecuritiesOffered Interest”), the consideration NHI Partner shall submit in good faith to be received thereforthe NRF Partner a written notice (the “Offer Notice”), which shall include (a) the proposed sale price for the Offered Interest, (b) all details of the payment terms and the all other material terms on which and conditions, including the Transferor proposes nature of the representations and warranties to Transfer be made and the Subject Securities indemnities to be given, in connection with the proposed sale of the Offered Interest, and (iic) contain clear instructions regarding acceptance of the offer described below Offer Notice. The purchase price shall be expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents. The NRF Partner shall then have the right, but not the obligation, to purchase all, but not less than all, of the Offered Interest on the terms set forth in the Offer Notice until the expiration of the thirty (collectively, 30) day period following the delivery of the Offer Notice (the “Transferor’s NoticeElection Period”). The Transferor’s Notice shall contain an offer If the NRF Partner elects to sell (purchase the “Option”) the Subject Securities Offered Interest prior to the Option Holders in accordance with expiration of the Election Period, each Partner shall take all actions as may be reasonably necessary to consummate the Transfer contemplated by this Article 3 for Section 15.2, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. If the consideration NRF Partner has not elected to purchase the Offered Interest prior to the expiration of the Election Period, the NHI Partner may, within ninety (90) days after the expiration of the Election Period, Transfer the Offered Interest on substantially the same terms and on the other terms specified conditions as set forth in the Transferor’s Offer Notice; provided that such third parties execute joinder agreements to this Agreement as provided in Section 15.6. If the Offered Interest is not transferred during such ninety (90) day period, it shall again be subject to the extent such consideration shall consist provisions of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay this Section 15.2 in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedconnection with any Transfer.

Right of First Offer. In the event that any Investor proposes to Transfer any Conversion Shares which would cause the aggregate number of Conversion Shares Transferred by such Investor (a) If or any Stockholder or Stockholders group of Investors acting in concert with respect to the Transfer of Conversion Shares) to exceed 300,000 shares (as adjusted on account of any stock splits, stock dividends or similar events affecting the Common Stock) after the date hereof, the selling Investor or Investors shall furnish to the Company, a “Transferor”) notice, stating such Investor’s or Investors’ desire to make such a Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in and the aggregate, more than 5% number of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Conversion Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesOffered Shares”). At any time within one (1) business day of the receipt of a notice pursuant to the preceding sentence (the “Right of First Offer Period”), the consideration Company shall have the right by delivery of a written notice to be received thereforthe selling Investor (the “Offer Notice”) to offer to purchase all, and but not less than all, of the other material terms on which Offered Shares. Each Offer Notice shall constitute an irrevocable offer by the Transferor proposes Company to Transfer the Subject Securities and Investor to purchase the Offered Shares described in the Offer Notice at the price specified in the Offer Notice. At any time in the three (3) trading day period following delivery of the Offer Notice the selling Investor may (i) elect to accept the offer pursuant to the Offer Notice by delivery of written notice to the Company or (ii) contain sell any of the offer described below Offered Shares, publicly or privately, but in compliance with applicable securities laws, at a price per share in excess of the price per share provided in the Offer Notice. For the avoidance of doubt, if any proposed Transfer by an Investor (collectivelyor any group of Investors acting in concert with respect to such Transfer) would result in the Transfer of more than an aggregate of 300,000 Conversion Shares after the date hereof (as adjusted on account of any stock splits, stock dividends or similar event affecting the “Transferor’s Notice”)Common Stock) by such Investor after the date hereof, all of the Conversion Shares included in such proposed Transfer shall be subject to this terms of this Section 2.02. The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities Notwithstanding anything contained in this Section 2.02 to the Option Holders in accordance with this Article 3 for the consideration contrary, Second Exchange Shares only may be Transferred pursuant to Sections 2.01 and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined2.03 hereof.

Right of First Offer. For so long as MathSoft continues to hold at least -- --------------------- 350,000 shares of Series A Convertible Preferred Stock, the Company shall, prior to any issuance by the Company of any of its securities, offer to MathSoft by written notice the right, for a period of thirty (a30) If days, to purchase all of such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued; provided, however, that the first offer rights of MathSoft pursuant to this Section 5 shall not apply to securities issued (A) upon conversion of any Stockholder of the Preferred Shares, (B) as a stock dividend or Stockholders acting upon any subdivision of shares of common stock, $.001 par value per share (the "Common Stock"), provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) solely in concert consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity, (D) pursuant to a “Transferor”firm commitment underwritten public offering, (E) desire pursuant to Transfer the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 1,909,090 shares (other appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock) (the shares exempted by this clause (E) being hereinafter referred to as the "Reserved Employee Shares"), and (F) upon the exercise of any ------------------------ right which was not itself in violation of the terms of this Section 5. The Company's written notice to MathSoft shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. MathSoft may accept the Company's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid thirty (30) day period, in which event the Company shall promptly sell and MathSoft shall buy, upon the terms specified, the number of securities agreed to be purchased by MathSoft. The Company shall be free at any time prior to ninety (90) days after the date of its notice of offer to MathSoft, to offer and sell to any third party or parties the number of such securities not agreed by MathSoft to be purchased by it, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to MathSoft. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 5. The Company's obligations under this Section 5 shall terminate upon the completion of a "Qualifying Public Offering"of the company's securities. A "Qualifying Public ------------------------ Offering" shall mean a firm commitment underwritten public offering pursuant to an Exempt Transfer) effective registration statement under the Securities Act covering the offer and sale by the Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares which the aggregate net proceeds to the Company after deducting underwriters' discounts and NVC Shares, commissions equals or exceeds $20,000,000 and irrespective of in which the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares price per share of Common Stock offered to the public equals or exceeds $4.00 (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities price to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified equitably adjusted in the Transferor’s Notice; provided that to the extent such consideration shall consist event of anything any stock dividend, stock split, combination, recapitalization, reorganization, reclassification or other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other handsimilar event), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.

Right of First Offer. (a) If at any Stockholder or Stockholders acting in concert (a “Transferor”) desire time following the Initial Share Holding Period any Shareholder desires to Transfer all or any portion of the Shares held by such Shareholder (other than to the Company or a Permitted Transferee, pursuant to an Exempt Transferthe exercise of rights set forth in Section 2.4 and Section 2.6 or Article III or in compliance with Rule 144 (or similar successor provision) Company under the Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion LimitationAct), such Transferor Shareholder (a "Selling Holder") shall give deliver to each Stockholder other Shareholder (other than each, a "Non-Selling Holder") a written notice (the Transferor and its Permitted Transferees"First Offer Notice"), as applicablewhich shall set forth the number of Ordinary Shares (including for these purposes Non-Voting Ordinary Shares) that, together with its Permitted Transferees, holds more than 5% of (the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding "Ordinary Offered Shares") and/or Preferred Shares and NVC (the "Preferred Offered Shares, held by such Person, and irrespective of the Conversion Limitation") and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms (including the cash purchase price per share) on which the Transferor proposes Selling Holder irrevocably offers to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities such Shares to the Option Holders in accordance with this Article 3 Non-Selling Holders. Each Non-Selling Holder shall have 30 days from the date the First Offer Notice is received to determine whether to purchase any of the Ordinary Offered Shares and/or Preferred Offered Shares for the consideration purchase price and on upon substantially the other terms specified in the Transferor’s Notice; provided that First Offer Notice by giving written notice to the extent Selling Holder (a "Section 2.3 Notice") and stating therein the number of Ordinary Offered Shares that such consideration shall consist Non-Selling Holder wishes to purchase ("Section 2.3 Ordinary Shares") and/or the number of anything other than cash, each Option Preferred Offered Shares that such Non-Selling Holder shall be entitled, at its option, wishes to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders purchase (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined."Section 2.3

Right of First Offer. During the initial Lease Term, Tenant shall -------------------- have the one-time right (asubject, however, to the last sentence of Section 1.4.2 below) If any Stockholder or Stockholders acting in concert of first offer to lease that certain space on the third (a “Transferor”3rd) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% floor of the then outstanding shares of Common Stock Building which is currently leased by Exxon, contains approximately 12,913 rentable square feet (assuming conversion in full of all outstanding Preferred Shares and NVC Sharesthe "FIRST OFFER SPACE") when such space becomes available for lease as provided hereinbelow; provided, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall however: (i) specify if less than two (2) years remain in the amount and type initial Lease Term at the time of Company Securities to be Transferred Landlord's delivery of the First Offer Notice (the “Subject Securities”as defined below), Tenant shall not have such right of first offer unless Tenant has either previously exercised its extension option pursuant to the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities Extension Option Rider or exercises such option concurrently with Tenant's delivery of Tenant's Election Notice (as defined below); and (ii) contain if before such First Offer Space becomes available, at least 12,000 rentable square feet of space on the offer described below (collectively4th or 5th floors of the Building which are currently leased by Exxon becomes available for lease, the “Transferor’s Notice”). The Transferor’s Notice First Offer Space shall contain an offer be redefined to sell consist of the entire rentable area of the space on such floor which becomes so available, but only with respect to one (1) of such floors (which floor shall be the “Option”) first floor on which at least 12,000 rentable square feet becomes available, unless at least 12,000 rentable square feet of space becomes available on both floors at the Subject Securities to same time, in which case, the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration First Offer Space shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, space located on the one handfloor which has the least amount of space available, and all such Option Holders requesting such valuation, unless the amount of space available on both floors are approximately the other handsame size (i.e. within 2,000 rentable square feet of each other), in which case the First Offer Space shall consist of the entire rentable area of the space which becomes so available on one (1) of such floors as shall be selected by Landlord). Tenant's right of first offer shall be upon the terms and conditions set forth in this Section 1.4. Notwithstanding anything to the contrary contained in this Section 1.4, Tenant's right of first offer contained in this Section 1.4 shall be subject and subordinate to (A) any leases of the First Offer Space which, as of the date of execution of this Lease, have been fully executed by Landlord and the Transferor’s Notice shall be deemed tenants therein (the date "INITIAL LEASES"), (B) all expansion, first offer and similar rights currently provided to the cash value tenants in the Initial Leases and (C) renewals of the Initial Leases, whether or not such consideration is so determinedrenewals are pursuant to an express written provision in such leases and regardless of whether any such renewals are consummated pursuant to new leases or lease amendments (collectively, the "SUPERIOR RIGHTS").

Right of First Offer. The non-Electing Members (a) If any Stockholder or Stockholders acting in concert (a the “TransferorResponding Members”) desire to Transfer shall, within thirty (other than pursuant to an Exempt Transfer30) Company Securities that represent, in business days after the aggregate, more than 5% date of receipt of the then outstanding shares Sale Notice, notify the Electing Members (the “Response Notice”) as to whether they (or any of Common Stock their designees or Affiliates) wish to acquire the Property at a purchase price equal to the FMV Value. If the Responding Members (assuming conversion or their designees or Affiliates) elect to purchase the Property (or all of the interests of the Property Owner) from the Company, the closing date of such purchase and sale under this Section 8(k)(ii) (the “Sale Closing Date”) shall be a date mutually agreed upon by the Responding Members and the Electing Members, but in full no event later than the 90th day following the receipt of a Response Notice by the Electing Members. On the Sale Closing Date, the Company shall deliver to the purchaser appropriate instruments of transfer that shall convey to the purchaser all outstanding Preferred Shares of the Company’s right, title and NVC Sharesinterest in and to the Property (or all of the Company’s right, title and interest in and to the Property Owner), free and clear of any lien, pledge or encumbrance, and irrespective of the Conversion Limitation), such Transferor purchaser shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and pay to the Company the purchase price for the Property (collectivelyor Property Owner) by wire transfer. Notwithstanding the foregoing, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount Members agree to reasonably cooperate with requests of the Responding Members (A) to facilitate the assumption of any outstanding loan secured by the Property and type (B) to minimize the transfer tax consequences of Company Securities to be Transferred (the “Subject Securities”)such sale, the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Noticeevent that an outstanding loan is assumed in connection with such sale, then the purchase price of the Property shall be reduced by the outstanding balance thereof; provided that the foregoing shall not, in any manner, extend the time for the Sale Closing Date and/or reduce the aggregate proceeds otherwise distributable to the extent such consideration shall consist Electing Members on the Sale Closing Date. All costs and expenses associated with the purchase and sale of anything the Property (or Property Owner) pursuant to this Section 8(k)(ii) (other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the loan assumption fees and expenses and other costs incurred by the parties to comply with the requests of the Responding Members described in the preceding sentence; which costs and expenses shall be shared equally borne solely by the Transferor, on Responding Members) shall be borne by the one hand, Members and all such Option Holders requesting such valuation, on the other hand), Company in a customary manner for a sale of real property similar to the Property in the area in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration Property is so determinedlocated.

Right of First Offer. (a) If the Company desires to Transfer any Stockholder Portfolio Company Securities or Stockholders acting in concert any other assets or any controlled Portfolio Company desires to transfer all or substantially all of its assets (a collectively, including Portfolio Company Securities, “TransferorROFO Assets”) desire to Transfer any Person (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type Transfer by the Company of Portfolio Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectivelyTransfer by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the applicable Portfolio Company upon the exercise of remedies in respect thereof), the Company shall give notice (an “Transferor’s Offer Notice”). The Transferor’s Notice shall contain an offer ) to sell Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and that sets forth the number and kind of ROFO Assets proposed to be Transferred by the Company or such Portfolio Company (the “OptionOffered ROFO Assets”), the price at which the Company or such Portfolio Company proposes to Transfer such Offered ROFO Assets (the “Offer Price”) and any other material terms and conditions of the Subject proposed Transfer; provided, however, that the Company shall not be required to give an Offer Notice to Comcast Shareholder with respect to (and Comcast Shareholder shall have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities if the Portfolio Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section 9.01 would be inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision applicable to the Option Holders Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in connection with an Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted), if the Manager determines in its good faith discretion that it would be reasonably likely through the exercise of commercially reasonable efforts to be able to make such Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this Section 9.01, then the Company shall use commercially reasonable efforts to make such Investment without accepting any such inconsistent terms or provisions; provided, further, that notwithstanding the foregoing or anything to the contrary in this Agreement, the Manager shall interpret the provisions of this Article 9 to apply to Comcast Spectacor Shareholder solely with respect to the Investment in Spectra, and shall apply the provisions of the Agreement (including Section 10.08) in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedinterpretation.

Right of First Offer. (a) If iii)Except as otherwise provided in Section 2.01, any Stockholder Transfer or Stockholders acting in concert (a “Transferor”) desire to Transfer voluntary or mandatory conversion (other than pursuant an Involuntary Conversion) of shares of Class B Stock will be subject to the right of first offer provisions of this Section 2.03. Prior to effecting any Transfer or conversion (other than an Exempt TransferInvoluntary Conversion) Company Securities that representof shares of Class B Stock, in the aggregatetransferring Stockholder shall deliver a written notice (the “Offer Notice”) to each Principal Holder, more than 5% which Offer Notice shall specify (i) the number of the then outstanding shares of Common Stock intended to be Transferred or converted and (assuming conversion in full ii) if applicable, the Specified Price (as defined below). The Offer Notice shall constitute an irrevocable offer to such non-transferring Principal Holders, for the period of time described below, to sell to such non-transferring Principal Holders all outstanding Preferred Shares and NVC Shares, and irrespective (but not less than all) of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock optionsallocated among such non-transferring Principal Holders as they may agree, or directly or indirectly through conversion or exchange if they shall not otherwise agree, allocated pro rata among such non-transferring Principal Holders based on the number of outstanding Preferred Shares and NVC Sharesshares held of record) at (i) the price set by the transferring Stockholder in the Offer Notice (the “Specified Price”), held by such Personin the case of a proposed private placement, and irrespective (ii) the Current Market Value as of the Conversion LimitationSpecified Date (as defined in the Vulcan Stockholder Agreement), in the case of a mandatory conversion pursuant to Section 3.02(a) of the Vulcan Stockholder Agreement or (iii) the Current Market Value as of the date of the Offer Notice, in all other cases. If such non-transferring Principal Holders elect to purchase all of the offered Class B Stock at the price described in Section 2.03(b), they shall give joint irrevocable notice thereof to the transferring Stockholder within five Business Days of their receipt of the Offer Notice. If such non-transferring Principal Holders shall deliver such a notice, it shall constitute a binding obligation, subject to obtaining any governmental and other similar required approvals, to purchase the Company (collectively, the “Option Holders”) prior written notice of such proposed Transferoffered Class B Stock, which notice shall (i) specify include the amount date set for the closing of such purchase, which date shall be no later than 30 days following the delivery of such election notice, subject to extension to the extent necessary to obtain any required antitrust or other required governmental approvals, which the transferring Stockholder and type of Company Securities such non-transferring Principal Holders shall use their respective reasonable best efforts to be Transferred obtain as promptly as practicable (the “Subject SecuritiesDetermination Date”). To the extent that the closing of any such purchase has not occurred by the Determination Date, the consideration transferring Stockholder may terminate the relevant agreement to sell the Class B Stock to such non-transferring Principal Holders and sell the Class B Stock in the form of Class A Stock (with conversion effected immediately prior to Transfer) or convert the Class B Stock, as applicable. If such non-transferring Principal Holders do not respond to the Offer Notice within the required response time period or elect not to purchase the offered Class B Stock, the transferring Stockholder shall be received therefor, and the other material terms on which the Transferor proposes free to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified offered Class B Stock in the Transferor’s Notice; provided that form of Class A Stock (with conversion effected immediately prior to Transfer) or convert the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s NoticeClass B Stock, as determined by an investment banker or appraiser applicable; provided, however, that in the case of national reputation reasonably acceptable to both the Transferor and a Transfer (x) such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case Transfer is closed within 60 days from the date of the Transferor’s Notice Offer Notice, subject to extension to the extent necessary to obtain required governmental approvals and other required approvals, which the transferring Stockholder and such non-transferring Principal Holders shall be deemed use their respective reasonable best efforts to obtain as promptly as practicable and (y) the date per share price at which the cash value Class A Stock or Class B Stock, as applicable, is Transferred is equal to or higher than the Specified Price, in the case of such consideration is so determineda Private Placement.

Right of First Offer. (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire None of the Minority Investors shall have the right to Transfer (other than any shares of Company Common Stock pursuant to an Exempt Transfer) Company Securities that representthis Section 2.2 until the applicable Permitted Third Party Transfer Date. If, in following the aggregateapplicable Permitted Third Party Transfer Date, more than 5% a Minority Investor desires to sell all or any portion of the then outstanding shares of Company Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation)“Transfer Stock”) then owned by such Minority Investor, such Transferor Minority Investor shall give each Stockholder (other than provide the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company other Stockholders with a written notice (collectively, the “Option HoldersTransfer Notice”) prior written notice of such proposed Transfer, which notice shall setting forth: (i) specify the amount and type number of shares of Company Securities Common Stock to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities offered and (ii) contain the offer described below material terms and conditions of the proposed sale including the price (collectively, the “Transferor’s NoticeOffering Price”)) at which such Minority Investor proposes to sell such shares. The Transferor’s Transfer Notice shall also contain an irrevocable offer to sell (the “Option”) the Subject Securities Transfer Stock to the Option Holders Company and, if the Company shall decline to purchase all or any portion of the Transfer Stock, to AS Persons and all other Stockholders (in accordance with this Article 3 for the consideration manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Notice (subject to clause (y) below). At any time within 15 business days after the date of the receipt by the Company and the other Stockholders of the Transfer Notice, the Company shall have the option to exercise its right to purchase or, if the Company shall decline to purchase all or any portion of the Transfer Stock, such other Stockholders shall have the right to exercise such option to purchase (or in the case of an AS Person, to assign such Stockholder’s right to any party) some or all of the portion of the Transfer Stock that the Company does not wish to purchase (x) at the same price and on the other same terms specified in and conditions as the Transferor’s Notice; provided that to Transfer Notice or (y) if the extent such Transfer Notice includes any consideration shall consist of anything other than cash, each Option Holder shall be entitledat the option of the Company or such other Stockholders, at its option, to instead pay in the equivalent all cash the value of such consideration price as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally in good faith by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedBoard.

Right of First Offer. (a) If Until the closing under a Liquidity Event, the Corporation shall not issue or sell any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Sharesincluding securities convertible into, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock or options, warrants or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Sharesother rights to purchase Common Stock, held by such Person, and irrespective of but excluding the Conversion Limitationshares described in Section 10(g)) and the Company (collectively, the “Option Holders”"FUTURE SHARES") prior written notice to any Person (an "OFFEREE") without first providing each holder of Class C Preferred Stock the right to subscribe for its Proportionate Percentage of the Future Shares at a price and on such other terms which are at least as favorable as shall have been offered or are proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred offered by the Corporation to such Offeree and which shall have been specified by the Corporation in a notice delivered to each holder of Class C Preferred Stock (the “Subject Securities”"PROPOSAL"); PROVIDED, HOWEVER, that the consideration holder of Class C Preferred Stock shall have the option to be received thereforpurchase Future Shares with cash, regardless of the method of purchase offered to such Offeree. The Proposal by its terms shall remain open and irrevocable for a period of 30 days from the other material terms on which date it is delivered by the Transferor proposes Corporation to Transfer each holder of Class C Preferred Stock (the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”"FUTURE SHARES EXERCISE PERIOD"). The Transferor’s Notice Proposal shall contain also certify that the Corporation has either (a) received a bona fide offer from a prospective purchaser, who shall be identified in such certification, and that the Corporation in good faith believes a binding agreement of sale is obtainable for consideration having a fair market, cash equivalent or present value set forth in such certification; or (b) intends in good faith to make an offer offering of its securities to sell (the “Option”) the Subject Securities prospective purchasers, who shall be identified to the Option Holders extent possible in accordance with this Article 3 for such certification at the consideration price and on the other terms specified set forth in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedcertification.

Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor.39 A Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The Company shall give notice (a) If any Stockholder or Stockholders acting in concert (a the “TransferorOffer Notice”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that representeach Major Investor, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall stating (i) specify its bona fide intention to offer such New Securities, (ii) the amount and type number of Company such New Securities to be Transferred (the “Subject Securities”), the consideration to be received thereforoffered, and (iii) the other material terms on price and terms, if any, upon which the Transferor it proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”)such New Securities. The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities By notification to the Option Holders in accordance with this Article 3 for Company within twenty (20) days after the consideration Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the other terms specified in the Transferor’s Offer Notice; provided , up to that portion of such New Securities40 which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Series A] Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the extent total Common Stock of the Company [then outstanding (assuming full conversion and/or exercise, as applicable, of all [Series A] Preferred Stock and other Derivative Securities)] [Alternative: issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Series A] Preferred Stock and any other Derivative Securities then held, by all the Major Investors].41 At the expiration of such consideration twenty (20) day period, the Company shall consist promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of anything any other than cashMajor Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Option Holder Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of [Series A] Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the [Series A] Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares.42 The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of [ninety/one hundred and twenty (90/120)] days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). If all New Securities referred to in the Offer Notice are not elected to be entitledpurchased or acquired as provided in Subsection 4.1(b), at its optionthe Company may, to instead pay during the [ninety (90)] day period following the expiration of the periods provided in cash Subsection 4.1(b), offer and sell the value remaining unsubscribed portion of such consideration as determined by mutual New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of all the New Securities within such Option Holders so electing to pay cash and the Transferorperiod, or if such agreement is not reached consummated within 5 [thirty (30)] days of receipt of the Transferor’s Noticeexecution thereof, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. The right of first offer in this Subsection 4.1 shall not be applicable to43 (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); [and] (ii) shares of Common Stock issued in the IPO[; and (iii) the issuance of shares of [Series A] Preferred Stock to Additional Purchasers pursuant to Subsection [1.3] of the Purchase Agreement.] [The right of first offer set forth in this Subsection 4.1 shall terminate with respect to any Major Investor who fails to purchase, in any transaction subject to this Subsection 4.1, all of such Major Investor’s pro rata amount of the New Securities allocated (or, if less than such Major Investor’s pro rata amount is offered by the Company, such lesser amount so offered) to such Major Investor pursuant to this Subsection 4.1. Following any such termination, such Investor shall no longer be deemed a “Major Investor” for any purpose of this Subsection 4.1.] [Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the cash value number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the issuance of such consideration New Securities.44 The closing of such sale shall occur within sixty (60) days of the date notice is so determinedgiven to the Major Investors.]

Right of First Offer. (a) (1) If any Stockholder Shareholder other than Carlyle, or Stockholders acting in concert any Affiliate Transferee of Carlyle or any other successor or assign of Carlyle (each a “TransferorRight of First Offer Shareholder”) desire desires to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% any or all of the then outstanding its shares of Common Stock or any rights to such shares (assuming conversion collectively the “Transfer Stock”) to any Third Party (other than in full Exempt Transfers or sales under Section 4.1 above, to which the provisions of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitationthis Section 4.3 do not apply), such Transferor Right of First Offer Shareholder shall give each Stockholder reduce to writing (other the “Transfer Notice”) the terms pursuant to which it desires to issue or Transfer such Transfer Stock (a “Transfer Offer”). Such Transfer Notice shall identify the Transfer Stock and the consideration for the Transfer Stock. The Right of First Offer Shareholder shall provide the Transfer Notice to the Company and the Company shall promptly, but in no event later than the Transferor and its Permitted Transferees, as applicablefive (5) that, together with its Permitted Transferees, holds more than 5% Business Days following receipt of the then outstanding Transfer Notice from the Right of First Offer Shareholder, provide written notice (dated the day it is given) of such Transfer Offer to all other Shareholders (the “Transfer Offerees”). The Transfer Notice shall constitute an irrevocable offer by the Right of First Offer Shareholder (“First Offer”) to sell the Transfer Stock to the Transfer Offerees at a price equal to the price contained in the Transfer Notice. The Transfer Offerees shall have the irrevocable right and option (the “Right of First Offer”) to accept the First Offer as to any or all shares of Common Stock (for this purpose, of the Transfer Stock pursuant to the Transfer Offer. Each Transfer Offeree that desires to purchase any Transfer Stock shall provide the Right of First Offer Shareholder with an irrevocable written notice specifying the number of shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such Transfer Offer (including the Company (collectively, the “Option Holders”) prior written notice number of shares in excess of such proposed Transfer, which notice shall (i) specify Transfer Offeree’s pro rata portion of the amount and type of Company Securities to be Transferred Transfer Stock (the “Subject SecuritiesExcess Shares”)), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by binding on said Transfer Offeree for the Transferornumber of shares of Common Stock in such notice of acceptance, on or the one hand, and all such Option Holders requesting such valuation, on the other handlesser number of shares allocated pursuant to Section 4.3(aX2), in which case within thirty (30) Business Days after the date of the Transferor’s Transfer Notice (the “Notice Period”), and shall be deemed simultaneously provide a copy to the date the cash value Company. The Company shall promptly distribute such notice of such consideration is so determinedacceptance to all Transfer Offerees.

Right of First Offer. (a) If any Stockholder or Stockholders acting in concert (a “Transferor”"TRANSFEROR") desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”"OPTION HOLDERS") prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”"SUBJECT SECURITIES"), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”"TRANSFEROR'S NOTICE"). The Transferor’s 's Notice shall contain an offer to sell (the “Option”"OPTION") the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s 's Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s 's Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s 's Notice shall be deemed the date the cash value of such consideration is so determined.

Right of First Offer. Each Purchaser covenants and agrees to promptly notify (ain no event later than ten (10) If Trading Days after making or receiving an applicable offer) in writing (a "Rights Notice") the Company of the terms and conditions of any Stockholder private sale or Stockholders acting in concert transfer with any third party (except to affiliates of such Purchaser, which affiliates will be similarly bound by the Company’s right of first offer) of a number of Shares and/or Warrant Shares equal to at least twenty-five percent (25%) of the aggregate number of Shares and Warrant Shares such Purchaser initially acquired pursuant to the terms of this Agreement (as adjusted for any stock splits, stock dividends, reclassifications, recapitalizations and the like) (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Subsequent Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Rights Notice shall contain describe the proposed Subsequent Transfer, the proposed closing date of the Subsequent Transfer, and all of the material terms and conditions thereof (including the identity of the proposed transferee). The Rights Notice shall provide the Company an offer to sell option (the “Rights Option”) during the Subject Securities five (5) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform such Purchaser whether the Option Holders Company will purchase all of the Shares and/or Warrants being offered in accordance with this Article 3 for the consideration and such Subsequent Transfer on the other same material terms specified in the Transferor’s Noticeand conditions as contemplated by such Subsequent Transfer; provided provided, however, that to the extent such that the offered consideration shall consist of anything described in the Rights Notice is other than all cash, each the Company shall have the option to pay the aggregate purchase price in cash; provided, further, that to the extent that the offered consideration described in the Rights Notice consists of securities of another entity, the Company shall have the option to substitute securities of the Company with a fair market value equal to the fair market value of the securities offered in the Rights Notice (provided, that if the securities offered pursuant to the Rights Notice are registered, the Company’s securities must be registered as well). If such Purchaser does not receive notice of exercise of the Rights Option Holder from the Company within the Option Period, such Purchaser shall have the right to close the Subsequent Transfer with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Company in the Rights Notice. To the extent that the material terms and conditions of the closing are materially more favorable to the third party than the terms and conditions provided to the Company pursuant to the Rights Notice, the Purchaser shall be entitledrequired once again to first offer such the securities to the Company before consummating such sale with the third party. If the Company exercises its right of first refusal hereunder, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash Company and the Transferor, or if such agreement is not reached within 5 days of receipt Purchaser shall use commercially reasonable efforts to document and close the sale and purchase of the Transferor’s Notice, Shares and/or Warrants to the Company as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedpromptly as practicable.

Right of First Offer. (a) If So long as any Stockholder shares of Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Stockholders acting in concert (a “Transferor”) desire Class D Convertible Preferred Stock are outstanding, the Company shall, prior to Transfer any issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Purchaser and to each then existing holder of such Preferred Stock (an "Existing Stockholder") by written notice the right, for a period of thirty (30) days, to purchase all of such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued; provided, however, that the first refusal rights of the Purchasers and Existing Stockholders pursuant to an Exempt Transferthis Section 5.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule III as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company Securities or any of its subsidiaries of all or substantially all of the stock or assets of any other entity, (E) pursuant to a firm commitment underwritten public offering, and (F) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 1,950,000 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock) less the number of shares (as so adjusted) issued pursuant to subscriptions, warrants, options, convertible securities, or other rights outstanding on the date of this Agreement and listed in Schedule III pursuant to clause (C) above (the shares exempted by this clause (F) being hereinafter referred to as the "Reserved Employee Shares") provided that representthe number of Reserved Employee Shares may be increased prior to December 31, 1998, with the approval of a majority of the Board of Directors including the Class B Director, the Class C Director and the Class D Director and at any time after December 31, 1998, with the approval of either (i) a majority of the Board of Directors including the Class B Director, the Class C Director and the Class D Director or (ii) all directors other than the Class B Director, the Class C Director or the Class D Director. The Company's written notice to the Purchasers and Existing Stockholders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Purchaser and Existing Stockholder may accept the Company's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid thirty (30) day period, in which event the Company shall promptly sell and such Purchaser or Existing Stockholder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Purchaser or Existing Stockholder. Notwithstanding the foregoing, if the Purchasers and Existing Stockholders agree, in the aggregate, to purchase more than 5% the full number of securities offered by the Company, then outstanding shares each Purchaser and Existing Stockholder accepting the Company's offer shall first be allocated the lesser of Common Stock (assuming conversion in i) the number of securities which such Purchaser or Existing Stockholder agreed to purchase and (ii) the number of securities as is equal to the full number of all outstanding Preferred Shares and NVC Sharessecurities offered by the Company multiplied by a fraction, and irrespective the numerator of which shall be the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% number of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include such Purchaser or Existing Stockholder as of the date of the Company's notice of offer (treating such Purchaser or Existing Stockholder, for the purpose of such calculation, as the holder of the number of shares of Common Stock which would be issuable to such Purchaser or Existing Stockholder upon conversion, exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding all securities (including but not limited to the Preferred Shares and NVC Shares, ) held by such PersonPurchaser or Existing Stockholder on the date such offer is made, and irrespective that are convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of the Conversion LimitationCommon Stock) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses denominator of which shall be shared equally the aggregate number of shares of Common Stock (calculated as aforesaid) held on such date by all Purchasers and Existing Stockholders who accepted the Company's offer, and the balance of the securities (if any) offered by the Transferor, on Company shall be allocated among the one hand, Purchasers and all such Option Holders requesting such valuation, on Existing Stockholders accepting the other handCompany's offer in proportion to their relative equity ownership interests in the Company (calculated as aforesaid), provided that no Purchaser or Existing Stockholder shall be allocated more than the number of securities which such Purchaser or Existing Stockholder agreed to purchase and provided further that in which case cases covered by this sentence all Purchasers and Existing Stockholders shall be allocated among them the full number of securities offered by the Company. The Company shall be free at any time prior to ninety (90) days after the date of its notice of offer to the Transferor’s Notice shall be deemed Purchasers and Existing Stockholders, to offer and sell to any third party or parties the date the cash value number of such consideration is so determinedsecurities not agreed by the Purchasers and Existing Stockholders to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Purchasers and Existing Stockholders. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 5.2.

Right of First Offer. (a) If Except as specifically provided in Section 5.2(a), or with respect to any Stockholder Transfer to the Parent or Stockholders acting in concert an Affiliate of a Member, if at any time a Member (a “TransferorSelling Member”) desire desires to Transfer all or any portion of its Company Interest (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation“Offered Interest”), such Transferor it shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior provide written notice of its intention to make such proposed Transfer, which notice shall (i) specify a Transfer to the amount and type of Company Securities to be Transferred other Members (the “Subject SecuritiesNon-Selling Members”)) and shall make an irrevocable and unconditional offer (a “ROFO Offer”) to sell the Offered Interest to the Non-Selling Members on a pro rata basis based on their respective Percentage Interest (without giving effect to the Selling Member’s Percentage Interest) at the price and on the terms set forth in the ROFO Offer. Upon receipt of a ROFO Offer, any of the consideration Non-Selling Members may, in their sole discretion, accept the ROFO Offer by delivering written notice (a “ROFO Acceptance Notice”) to be received therefor, the Selling Member and the other material terms on which the Transferor proposes to Transfer the Subject Securities and Non-Selling Members within thirty (ii30) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s ROFO Offer (the “ROFO Deadline”). If any Non-Selling Member fails to accept the ROFO Offer but other Non-Selling Member(s) have delivered a ROFO Acceptance Notice, then the Non-Selling Member(s) who have delivered a ROFO Acceptance Notice shall (i) be obligated to accept the ROFO Offer and acquire such Non-Selling Member’s Percentage Interest in the Offered Interest on a pro rata basis based on its or their respective Percentage Interest (without giving effect to the Percentage Interest of the declining Non-Selling Member(s) or the Selling Member’s Percentage Interest) or (ii) withdraw its ROFO Acceptance Notice within one (1) Business Day after the ROFO Deadline. If any Non-Selling Member so accepts the ROFO Offer, then the closing of the Transfer of the Offered Interest must occur within sixty (60) days (as determined by an investment banker such time period may be extended to obtain any required approval, consent or appraiser authorization of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case a Governmental Entity) following the date of the Transferor’s Notice shall ROFO Deadline. If none of the Non-Selling Members accept the ROFO Offer by the ROFO Deadline, then the Selling Member will have the right, for a period of [*****] days thereafter to Transfer the Offered Interest to a third party transferee at a price and on terms no less favorable than the price and terms set forth in the ROFO Offer; provided that the Selling Member first complies with any right of first offer in favor of Owner Operator required under the C&O Agreement (which compliance may occur simultaneously to the procedure outlined in this Section 5.3). If such Transfer is not consummated within such period or the Selling Member wishes to Transfer the Offered Interest to a to a third party transferee at a price or on terms less favorable to such Selling Member than the price and terms set forth in the ROFO Offer, then any such subsequent Transfer by the Selling Member must again be deemed subject to the date the cash value right of such consideration is so determinedfirst offer as set forth in this Section 5.3.

Right of First Offer. Subject to Section 4.1 and Section7.1, and except as otherwise allowed under Section 4.2, no Shareholder or Subordinate Shareholder (a) If any Stockholder or Stockholders acting in concert (a the “Transferor”) desire may, at any time, Transfer any Equity Securities legally or beneficially held by it, except pursuant to the following provisions:(a) Prior to consummating any such Transfer of the Equity Securities, the Transferor shall deliver a written notice (the “Offer Notice”) to each other Shareholder (the “Offerees”), setting forth its bona fide intention to Transfer (other than pursuant Equity Securities to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectivelythird party, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount number and type of Company Equity Securities to be Transferred (the “Subject SecuritiesShares”), the consideration price at which such Transferor wishes to be received thereforsell the Subject Shares (the “Offer Price”), and any other terms of the offer.(b) The Offer Notice shall constitute, for a period of 15 days from the date on which it shall have been deemed given, an irrevocable and exclusive offer to sell to each Offeree (or any direct or indirect wholly-owned Subsidiary designated by an Offeree), at the Offer Price, a portion of the Subject Shares not greater than the proportion that the number of Equity Securities owned by such Offeree bears to the total number of Equity Securities owned by all the Offerees. (c) Each Offeree (or a designated direct or indirect wholly-owned Subsidiary thereof) may accept the offer set forth in an Offer Notice by giving notice to the Transferor, prior to the expiration of such offer, specifying the maximum number of the Subject Shares that the Offeree wishes to purchase. Any Offeree may exercise the right to purchase all or a portion of Equity Securities pursuant to this Section 4.3 by causing such Person(s) to which such Offeree would be permitted to Transfer Equity Securities pursuant to Section 4.2 to purchase such all or portion of Equity Securities directly from the Transferor, if so specified in the notice given to the Transferor pursuant to this Section 4.3(c)and/or Section 4.3(d).(d) If one or more Offerees do not agree to purchase all of the Subject Shares to which such Offerees are entitled (such shares not purchased, the “Offeree Remaining Shares” and together with Offeree Remaining Shares of all other Offerees, the “Aggregate Remaining Shares”), the Transferor shall promptly so notify each Offeree that has agreed to purchase all of the Subject Shares so entitled (each a “Second Round Offeree”), such notice to constitute an offer to sell, irrevocable for fifteen (15) days, to each such Offeree, at the Offer Price, a portion of the Aggregate Remaining Shares not greater than the proportion that the number of Equity Securities owned by such Second Round Offeree bears to the total number of Equity Securities owned by all of the Second Round Offerees. Each Second Round Offeree shall notify the Transferor, prior to the expiration of such offer, specifying the number of Aggregate Remaining Shares that such Offeree agrees to purchase.(e) If the Offerees in the aggregate agree to purchase any or all of the Subject Shares pursuant to this Section 4.3, they shall pay in cash or immediately available funds for and the Transferor shall deliver valid title to, free and clear of any Lien, such Subject Shares, subject to receipt of any necessary or advisable third party approvals or any Governmental Approvals, within fifteen (15) days following completion of the procedures set forth in subsection(b)and (d)hereof.(f) If the offers made by the Transferor to the Offerees pursuant to subsections (b)and (d)hereof expire without an agreement by one or more Offerees to purchase all of the Subject Shares, the Transferor shall have sixty (60) days to enter into a definitive agreement with respect to such Transfer and ninety (90) days to effect the Transfer of the balance of the Subject Shares to any third party or parties, for cash, at a price not less than the Offer Price, and upon terms not otherwise more favorable to the transferee or transferees than those specified in the Offer Notice, subject to the execution and delivery by such third party of an assignment and assumption agreement, in form and substance satisfactory to the other material terms on Shareholders, pursuant to which such third party shall assume all of the obligations of a party pursuant to or under this Agreement. In the event such Transfer is not consummated within such ninety (90) day period, the Transferor proposes shall not be permitted to Transfer sell its Equity Securities pursuant to this Section 4.3 without again complying with each of the Subject Securities requirements of this Section 4.3; provided, that such ninety (90) day period should be extended automatically as necessary (i)to apply for and obtain any Governmental Approvals that are required to consummate such Transfer, so long as the Transferor is making good faith efforts to obtain such Governmental Approvals as soon as practicable in accordance with applicable Law and (ii) contain in the offer described below (collectivelyevent that Section 4.4, 4.5, 4.6 or 4.7 applies, to complete the procedure as provided therein. If there is such extension, the “Transferor’s Notice”relevant period will end on the fifth Business Day following the receipt of such Governmental Approvals.(g) The provisions of this Section 4.3 shall continue to be effective following the completion of an IPO; provided that, following the completion of the IPO, (i)this Section 4.3 shall not apply to any sale of any Equity Securities on the primary securities exchange or quotation system by or through which such Equity Securities are traded, by any Management Member or its Subordinated Shareholders in an amount generating gross sale proceeds to such Management Member and its Subordinated Shareholders in the aggregate of not more than US$1.0 million during any twelve-month period, and (ii)if the proposed Transfer would be a block trade or otherwise on the open market (whether pursuant to Rule144 or otherwise). The Transferor’s , including without limitation a block trade to a financial institution who will resell such Equity Securities as described in Section 4.1(a), then (x) the Offer Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in set forth the Transferor’s Notice; provided that intention to sell on the open market in addition to the extent such consideration shall consist of matters required to be set forth pursuant to Section 4.3(a)and (y) notwithstanding anything other than cashto the contrary in Sections 4.3(b)and (c), each Option Holder shall an Offeree’s notice setting forth its intention to accept the offer must be entitled, at its option, delivered to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached Transferor within 5 days seventy-two hours of receipt of the Transferor’s Offer Notice, as determined by and if an investment banker or appraiser Offeree fails to deliver such notice within such period, the Offering Notice given to such Offeree shall expire upon expiration of national reputation reasonably acceptable to both such period and (z) Section 4.3(d)shall not apply.(h) Notwithstanding the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one handforegoing, and all whether or not an IPO is completed, each Shareholder’s right of first offer set forth in this Section 4.3 shall terminate in the event such Option Holders requesting such valuation, on the other hand), in which case the date Shareholder ceases to own at least 50% of the Transferor’s Notice shall be deemed Equity Securities owned by such Shareholder as of the date the cash value of such consideration is so determinedClosing Date.

Right of First Offer. a. If the Company desires to Transfer any Portfolio Company Securities or any other assets or any controlled Portfolio Company desires to transfer all or substantially all of its assets (a) If any Stockholder or Stockholders acting in concert (a collectively, including Portfolio Company Securities, “TransferorROFO Assets”) desire to Transfer any Person (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type Transfer by the Company of Portfolio Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectivelyTransfer by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the applicable Portfolio Company upon the exercise of remedies in respect thereof), the Company shall give notice (an “Transferor’s Offer Notice”). The Transferor’s Notice shall contain an offer ) to sell Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and that sets forth the number and kind of ROFO Assets proposed to be Transferred by the Company or such Portfolio Company (the “OptionOffered ROFO Assets”), the price at which the Company or such Portfolio Company proposes to Transfer such Offered ROFO Assets (the “Offer Price”) and any other material terms and conditions of the Subject proposed Transfer; provided, however, that the Company shall not be required to give an Offer Notice to Comcast Shareholder with respect to (and Comcast Shareholder shall have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities 66677181_14 if the Portfolio Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section 9.01 would be inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision applicable to the Option Holders Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in connection with an Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted), if the Manager determines in its good faith discretion that it would be reasonably likely through the exercise of commercially reasonable efforts to be able to make such Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this Section 9.01, then the Company shall use commercially reasonable efforts to make such Investment without accepting any such inconsistent terms or provisions; provided, further, that notwithstanding the foregoing or anything to the contrary in this Agreement, the Manager shall interpret the provisions of this Article 9 to apply to Comcast Spectacor Shareholder solely with respect to the Investment in Spectra, and shall apply the provisions of the Agreement (including Section 10.08) in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedinterpretation.

Right of First Offer. (a) If a Shareholder elects to sell or transfer all or any Stockholder portion of its shares of Restricted Common Stock as permitted by the applicable provisions of Section 3.02 or Stockholders acting in concert 3.03, such sale or transfer (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that representand, in the aggregatecase of a sale or transfer pursuant to Section 3.02(c)(i), more than 5% Section 3.02(d) or Section 3.02(e) (each, a “Whole Block Sale”), the related sale or transfer of the then outstanding shares of Common Stock Holdco 1 Voting Stock) shall be subject to the right of first offer provided in this Section 3.05 except to the extent that Section 3.02 or 3.03 expressly provides that such right of first offer shall not apply to such sale or transfer. Unless the context otherwise requires, each Shareholder and its Affiliates shall be deemed to be a single Shareholder for purposes of this Section 3.05. The Shareholder electing to make any such sale or transfer (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor “Selling Shareholder”) shall give each Stockholder written notice thereof (each, an “Offer Notice”) to the other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock Shareholder (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option HoldersNon-Selling Shareholder”) prior written notice of such proposed Transfer), which notice shall set forth the number of shares of Restricted Common Stock (iand, if applicable, shares of Holdco 1 Voting Stock) specify the amount and type of Company Securities proposed to be Transferred sold or transferred (collectively, the “Subject Securities”), a single price in cash that Selling Shareholder is willing to accept for the consideration Subject Securities (the “Proposed Purchase Price,” of which an amount equal to the Non-Selling Shareholder’s then current tax basis in such shares and any costs that it is required to incur to effect such sale shall be received therefor, allocated to any Holdco 1 Voting Stock included in the Subject Securities) and the any other material terms on which and conditions of the Transferor proposes proposed sale or transfer. The Non-Selling Shareholder shall have the right to Transfer purchase the Subject Securities and (ii) contain at the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration Proposed Purchase Price and on the other terms specified and conditions set forth in the Transferor’s Offer Notice (“ROFO Right”). The Non-Selling Shareholder may exercise its ROFO Right in whole but not in part by delivering written notice of such election (each, an “Acceptance Notice; provided that ”) to the extent such consideration shall consist Selling Shareholder within 30 days after the date on which it received the Offer Notice (the “Offer Period”). If the Non-Selling Shareholder does not deliver an Acceptance Notice to the Selling Shareholder by the end of anything the Offer Period, it will no longer be able to exercise its ROFO Right with respect to the Subject Securities. For all sales or transfers pursuant to Section 3.02 (other than cashSections 3.02(a) and (b)), each Option Holder the Non-Selling Shareholder shall be entitledhave the right (but not the obligation) to assign its ROFO Rights in whole or in part to any Person; provided, at however, that, notwithstanding the foregoing, in the case of a Whole Block Sale the LATAM Controlling Shareholders may only assign its optionROFO Rights to a Person approved in advance by the LATAM Board and whose purchase would not have an Adverse Effect. If the Non-Selling Shareholder elects to assign any ROFO Right pursuant to this Section 3.05(a) to any Person, to instead pay then the Non-Selling Shareholder shall describe such assignment in cash its Acceptance Notice, including the value identity of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash the assignee and the Transferor, or if such agreement is not reached within 5 days of receipt Subject Securities that are the subject of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one handassignment, and all the Selling Shareholder shall sell or transfer such Option Holders requesting Subject Securities to such valuation, on the other hand), assignee in which case the date lieu of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedNon-Selling Shareholder.

Right of First Offer. 7.2.1 In the event a Member (a) If any Stockholder or Stockholders acting in concert (a the “TransferorOffering Member”) desire receives from a third party which is not a Permitted Transferee a bona fide offer to purchase all or a portion of the Offering Member’s Percentage Interest, and the Offering Member proposes to Transfer all or any portion of his Percentage Interest to such third party, the Offering Member shall first offer his Percentage Interest (or applicable portion thereof) for purchase by each of the other than pursuant Member(s) (the “Offeree Member”), as hereinafter provided, by submitting to such Member(s) an Exempt Transfer) Company Securities offer, setting forth the price at which the Offering Member proposes to Transfer his Percentage Interest, the name and address of the proposed transferee, the nature of the consideration to be paid, and all other terms and conditions of sale that representmay be reasonably expected to have a material impact on the value of the Transfer (including, without limitation, the permissibility of a financing contingency and any contingencies in the aggregate, more than 5% event of a higher offer for the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicablePercentage Interest) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option HoldersOffer Terms”). Such Offeree Member(s) prior written notice shall have a period of sixty (60) days after receipt of such proposed Transfer, notice from the Offering Member within which notice shall to notify the Offering Member in writing that it elects to purchase the Percentage Interest (ior applicable portion thereof) specify upon the amount and type of Company Securities to be Transferred Offer Terms (the “Subject SecuritiesRight of First Offer”)) or to invoke Paragraph 7.4. If such Offeree Member(s) elect not to purchase all of the Percentage Interest (or applicable portion thereof) or do not give notice to the Offering Member during such 60-day period, the consideration Offering Member shall be free to be received thereforeffect a Transfer of his Percentage Interest to the proposed transferee at a price that is at least 95% of the price set forth in the Offer Terms and upon other terms that are reasonably consistent with the Offer Terms, provided that a binding agreement with respect to such Transfer is entered into within 180 days after the expiration of such 60-day period, and that such sale is consummated within 270 days after the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value expiration of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined60-day period.

Right of First Offer. (a) If So long as any Stockholder shares of Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Stockholders acting in concert (a “Transferor”) desire Class D Convertible Preferred Stock are outstanding, the Company shall, prior to Transfer any issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to each Purchaser and to each then existing holder of such Preferred Stock (an "Existing Stockholder") by written notice the right, for a period of thirty (30) days, to purchase all of such securities for cash at an amount equal to the price or other consideration for which such securities are to be issued; provided, however, that the first refusal rights of the Purchasers and Existing Stockholders pursuant to an Exempt Transferthis Section 5.2 shall not apply to securities issued (A) upon conversion of any of the Preferred Shares, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights which are listed in Schedule III as being outstanding on the date of this Agreement, (D) solely in consideration for the acquisition (whether by merger or otherwise) by the Company Securities or any of its subsidiaries of all or substantially all of the stock or assets of any other entity, (E) pursuant to a firm commitment underwritten public offering, (F) pursuant to the exercise of the warrants issued to ADP, Inc. ("ADP") in connection with its purchase of Class D Convertible Preferred Stock from the Company, and (G) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, not to exceed in the aggregate 1,950,000 shares (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock) less the number of shares (as so adjusted) issued pursuant to subscriptions, warrants, options, convertible securities, or other rights outstanding on the date of this Agreement and listed in Schedule III pursuant to clause (C) above (the shares exempted by this clause (G) being hereinafter referred to as the "Reserved Employee Shares") provided that representthe number of Reserved Employee Shares may be increased prior to December 31, 1998, with the approval of a majority of the Board of Directors including the Class B Director, the Class C Director, the Class D Director and Gary X. Xxxxxx xx the director appointed by ADP on behalf of the holders of Class D Convertible Preferred Stock (the "Other Class D Director") and at any time after December 31, 1998, with the approval of either (i) a majority of the Board of Directors including the Class B Director, the Class C Director the Class D Director and the Other Class D Director or (ii) all directors other than the Class B Director, the Class C Director, the Class D Director or the Other Class D Director. The Company's written notice to the Purchasers and Existing Stockholders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Purchaser and Existing Stockholder may accept the Company's offer as to the full number of securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid thirty (30) day period, in which event the Company shall promptly sell and such Purchaser or Existing Stockholder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Purchaser or Existing Stockholder. Notwithstanding the forgoing, if the Purchasers and Existing Stockholders agree, in the aggregate, to purchase more than 5% the full number of securities offered by the Company, then outstanding shares each Purchaser and Existing Stockholder accepting the Company's offer shall first be allocated the lesser of Common Stock (assuming conversion in i) the number of securities which such Purchaser or Existing Stockholder agreed to purchase and (ii) the number of securities as is equal to the full number of all outstanding Preferred Shares and NVC Sharessecurities offered by the Company multiplied by a fraction, and irrespective the numerator of which shall be the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% number of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, such Purchaser or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities Existing Stockholder agreed to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities purchase and (ii) contain the offer described below (collectivelynumber of securities as is equal to the full number of securities offered by the Company multiplied by a fraction, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses numerator of which shall be shared equally the number of shares of Common Stock held by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case Purchaser or Existing Stockholder as of the date of the Transferor’s Notice Company's notice of offer (treating such Purchaser or Existing Stockholder, for the purpose of such calculation, as the holder of the number of shares of Common Stock which would be issuable to such Purchaser or Existing Stockholder upon conversion, exercise or exchange of all securities (including but not limited to the Preferred Shares) held by such Purchaser or Existing Stockholder on the date such offer is made that are then convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock) and the denominator of which shall be deemed the aggregate number of shares of Common Stock (calculated as aforesaid) held on such date by all Purchasers and Existing Stockholders who accepted the Company's offer, and the balance of the securities (if any) offered by the Company shall be allocated among the Purchasers and Existing Stockholders accepting the Company's offer in proportion to their relative equity ownership interests in the Company (calculated as aforesaid), provided that no Purchaser or Existing Stockholder shall be allocated more than the number of securities which such Purchaser or Existing Stockholder agreed to purchase and provided further that in cases covered by this sentence all Purchasers and Existing Stockholders shall be allocated among them the full number of securities offered by the Company. The Company shall be free at any time prior to ninety (90) days after the date of its notice of offer to the cash value Purchasers and Existing Stockholders, to offer and sell to any third party or parties the number of such consideration is so determinedsecurities not agreed by the Purchasers and Existing Stockholders to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Purchasers and Existing Stockholders. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 5.2."

Right of First Offer. Subject to the consent provisions of this Exhibit E (aincluding, without limitation, the consent requirements under Section 1.2 of this Exhibit E above) If and the other Transfer Restrictions, to the extent applicable, if the Class A Member at any Stockholder or Stockholders acting in concert time desires to Transfer any of its Units (a “Transferor”the "Specified Interest"), the Class A Member shall first give notice thereof (the "Offer Request") to the Class B Members of the desire to Transfer sell such Units and request the Class B Members (other than pursuant collectively) to make an Exempt Transferoffer to purchase the Specified Interest. In the event the Class B Members are interested in purchasing such Specified Interest, the Class B Members (collectively) Company Securities that representmust: (i) within sixty (60) days following the date of the Offer Request, deliver to the Class A Member a written, binding offer to purchase the Specified Interest (an "Offer Notice") for a specified, fully funded, cash price therefor ("Offered Price"), and the Class B Members must provide evidence of any commitment of funds from all lenders, in a form satisfactory to the aggregateClass A Member, more than 5% to the extent the Class B Members intend to use third party funds to purchase any portion of the then outstanding shares Specified Interest, (ii) agree that such offer will remain binding and irrevocable for a period expiring not sooner than ten (10) days following the end of Common Stock such sixty (assuming conversion in full of all outstanding Preferred Shares and NVC Shares60) day period (the "Offer Period"), and irrespective (iii) must commit, in their offer, to be ready, willing and able to close and consummate the purchase of the Conversion LimitationSpecified Interest for the Offered Price no later than thirty (30) days following the expiration of the above-referenced 60-day period (the "ROFO Closing Date"), if the Class A Member accepts such Transferor offer. The Class A Member shall give each Stockholder have the right to accept the offer set forth in the Offer Notice at any time prior to the expiration of the Offer Period. If the Class A Member accepts such offer, then the closing shall occur on or before the ROFO Closing Date, at which time the Class B Members will purchase the Specified Interest for the Offered Price. In addition, if the Class A Member is the holder of a loan to the Company or the other Member (other including, without limitation, the Subordinated Note and Subordinated Debt), then in addition to the payment of the Offered Price as a condition to closing, the Class B Members shall pay the Class A Member any outstanding principal and accrued but unpaid interest (or proportionate amount thereof in the case of a Transfer of a Specified Interest which is less than all of the Transferor Class A Member's Units) on all such loans and its Permitted Transfereesupon receipt of such payments, the Class A Member shall assign all (or a proportionate amount, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock principal (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by accrued interest thereon) under any such Person, and irrespective loans to the Class B Members. Upon such receipt of the Conversion Limitation) Offered Price by the Class A Members and the Company (collectivelysatisfaction of any other specified terms, the “Option Holders”) Class A Member shall Transfer all of its right, title and interest in and to the Specified Interest free and clear of all liens and encumbrances to the Class B Members. If the Class B Members do not deliver to the Class A Member the Offer Notice within the period specified above or they provide such Offer Notice but fail to close the purchase on or prior written notice to the ROFO Closing Date, then subject to the consent provisions of such proposed TransferSection 1.2 of this Exhibit E, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”)if applicable, the consideration to be received therefor, and the other material terms on which the Transferor proposes to Class A Member may Transfer the Subject Securities and (ii) contain the offer described below (collectivelySpecified Interest to a third party, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer subject to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms of this Agreement. If the Class B Members provide such Offer Notice within the time period specified above but the Class A Member rejects the offer, then the Class A Member, subject to any consent provisions in Section 1.2(b) (if applicable) may Transfer the Transferor’s Notice; provided that Specified Interest to a third party, insofar as the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally price received by the Transferor, on Class A Member therefor exceeds the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedOffered Price.

Right of First Offer. (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire 29.4.1 Subject to Transfer (the expansion rights of other than pursuant to an Exempt Transfer) Company Securities that represent, tenants in the aggregateBuilding, more than 5% if any, as of the then outstanding shares date hereof and described in EXHIBIT F of Common Stock this Lease, during the Lease Term, Landlord agrees that, as and when (assuming conversion or if practicable, within reasonable proximity, not to exceed [***] months prior, to the date) space becomes available for lease in full of all outstanding Preferred Shares and NVC Sharesthe Building, and irrespective Landlord shall give notice (an "Offer Notice") to Tenant of the Conversion Limitationterms upon which Landlord is willing to lease to Tenant that portion of the Building which Landlord believes will be coming available as identified in Landlord's notice (each such space, an "Offer Space"), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall including (i) specify a description of the amount and type rentable area of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and each Offer Space; (ii) contain the offer described below date on which Landlord estimates in good faith that such Offer Space will be available for occupancy; (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”iii) the Subject Securities annual "Base Rent" per square foot of rentable area which Landlord intends to the Option Holders in accordance with this Article 3 charge for the consideration such space, including all fixed and/or indexed adjustments to said rate (and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date based upon Landlord's good faith determination of the Transferor’s Notice fair market rental and escalations for such space); (iv) the proposed lease term for such space (and which shall be deemed based upon Landlord's good faith determination of market terms for the date term of a new lease); (v) the cash value condition the space is proposed to be placed in as of the commencement of the proposed lease; and (vi) all other terms which Landlord intends to offer with respect to such consideration is so determinedspace, including any tenant improvement allowance.

Right of First Offer. If Liberty proposes to sell or otherwise dispose of LMI in a transaction in which LMI would own any of the Other Interests or any of the Additional Interests at the time of such sale or disposition or if LMI proposes to sell or otherwise dispose of all or a portion of any of the Other Interests or any of the Additional Interests described in paragraph 2 of Exhibit A (a) If subject to any Stockholder right of first offer or Stockholders acting refusal, purchase option or similar right described in concert Exhibit A), if they have not been acquired by Telewest prior to Closing (collectively a “Transferor”) desire to "Transfer (other than pursuant Interest"), to an Exempt unaffiliated third party, then, except as otherwise contemplated by paragraph 1 or unless the sale or other disposition is a "Permitted Liberty Transfer" (as defined below) Company Securities that representor is a transfer of LMI's interest in Jupiter Programming described in footnote 10 of Exhibit B, in Liberty or LMI, as applicable (the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation"seller"), such Transferor shall give each Stockholder will deliver to United a written offer (other than the Transferor and its Permitted Transferees, "Offer") setting forth the price (stated as applicable) that, together with its Permitted Transferees, holds more than 5% an amount of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitationcash) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes seller would agree to sell the Transfer Interest. The parties then will negotiate the Subject Securities terms and conditions on which United would purchase the Transfer Interest, such negotiation to be conducted on an exclusive basis for a period of 30 days after United's receipt of the Offer. With respect to such sale and purchase, United will have the right to pay, and the seller will have the right to require United to pay, the consideration for the Transfer Interest wholly in Class B Stock in a transaction that is tax-free to the seller, and the parties will take all reasonable action to assure that the transaction can be structured as a tax free transaction. The number of shares of Class B Stock to be issued to the seller in exchange for the Transfer Interest will be determined as follows: (a) if one or more Other Interests comprise the Transfer Interest, the number of shares will be equal to the agreed value of those interests divided by the per share value of Class B Stock derived using the Sum of the Parts methodology described in paragraph 5 of Exhibit A; (b) if one or more Additional Interests comprise the Transfer Interest, the number of shares will be equal to the agreed value of those interests divided by the Average Market Price (as defined in paragraph 5 of Exhibit A) of Class A common stock of United ("Class A Stock") as of the date of the closing of the transfer of the Additional Interest(s); (c) if the Transfer Interest is comprised of one or more Other Interests and one or more Additional Interests, the number of shares will be equal to the sum of the shares attributable to each of those interests, determined in accordance with the foregoing clauses (a) and (b), as applicable; and (d) if the right of first offer is exercised with respect to LMI and LMI owns shares of Class B Stock at the time of the transfer to United, the number of shares of Class B Stock will be equal to the sum of (i) the number of shares of Class B Stock owned by LMI at the time of the transfer and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist number of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value shares of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.Class B Stock issuable

Right of First Offer. Subject to Section 4.4 hereof, the Company hereby grants to each Investor the right of first refusal (athe “Right of First Offer”) If to purchase such Investor’s pro rata share of New Securities (as defined in Section 4.2) which the Company may from time to time propose to sell and issue. For purposes of the Right of First Offer an Investor’s pro rata share (the “Pro Rata Share”) shall be determined as follows: an Investor’s Pro Rata Share shall be equal to that number or amount of New Securities to be sold multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock owned by such Investor (including shares of Common Stock issuable upon the full exercise and conversion of all convertible or exercisable securities owned by such Investor) and the denominator of which shall be the total number of shares of the Company’s Common Stock deemed to be outstanding assuming the conversion of all outstanding convertible securities and the exercise of all outstanding options and warrants. Notwithstanding the foregoing, any Stockholder or Stockholders acting in concert Investor that elects to purchase all of its respective Pro Rata Share (a “TransferorFully-Exercising Investor”) desire may, at the time it accepts the Company’s offer, subscribe to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% purchase any or all of the then outstanding securities offered (“Oversubscription Securities”) which may be available as a result of the rejection, or partial rejection, of the offer by other Investors. All such Oversubscription Securities shall be allocated among each Fully-Exercising Investor subscribing to purchase them in a proportion equal to that number of shares of Common Stock owned by such Fully-Participating Investor (including shares of Common Stock issuable upon the full exercise and conversion of all convertible or exercisable securities owned by such Fully-Participating Investor) bears to the total number of shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding including shares of Common Stock (for this purpose, shares issuable upon the full exercise and conversion of Common Stock all convertible or exercisable securities) held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective all Fully-Exercising Investors who elected to purchase some of the Conversion Limitation) and Oversubscribed Securities. Notwithstanding the foregoing, the Company (collectively, shall not be required to offer or sell such New Securities to any Investor who would cause the “Option Holders”) prior written notice Company to be in violation of applicable federal securities laws by virtue of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”)or sale. The Transferor’s Notice Right of First Offer shall contain an offer to sell (the “Option”) the Subject Securities be subject to the Option Holders in accordance with provisions of this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedSection 4.

Right of First Offer. (a) If Until the closing under a Liquidity Event, the Corporation shall not issue or sell any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Sharesincluding securities convertible into, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock or options, warrants or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Sharesother rights to purchase Common Stock, held by such Person, and irrespective of but excluding the Conversion Limitationshares described in Section 10(g)) and the Company (collectively, the “Option Holders”"FUTURE SHARES") prior written notice to any Person (an "OFFEREE") without first providing each holder of Class B Preferred Stock the right to subscribe for its Proportionate Percentage of the Future Shares at a price and on such other terms which are at least as favorable as shall have been offered or are proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred offered by the Corporation to such Offeree and which shall have been specified by the Corporation in a notice delivered to each holder of Class B Preferred Stock (the “Subject Securities”"PROPOSAL"); PROVIDED, HOWEVER, that the consideration holder of Class B Preferred Stock shall have the option to be received thereforpurchase Future Shares with cash, regardless of the method of purchase offered to such Offeree. The Proposal by its terms shall remain open and irrevocable for a period of 30 days from the other material terms on which date it is delivered by the Transferor proposes Corporation to Transfer each holder of Class B Preferred Stock (the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”"FUTURE SHARES EXERCISE PERIOD"). The Transferor’s Notice Proposal shall contain also certify that the Corporation has either (a) received a bona fide offer from a prospective purchaser, who shall be identified in such certification, and that the Corporation in good faith believes a binding agreement of sale is obtainable for consideration having a fair market, cash equivalent or present value set forth in such certification; or (b) intends in good faith to make an offer offering of its securities to sell (the “Option”) the Subject Securities prospective purchasers, who shall be identified to the Option Holders extent possible in accordance with this Article 3 for such certification at the consideration price and on the other terms specified set forth in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedcertification.

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 (a) If any Stockholder or Stockholders acting in concert (a the “TransferorSpecified Selling Price”) desire for the Property, provided that the provisions of Section 10.7 need not be complied with if at the time they would otherwise be applicable TTF 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 aggregate Percentage Interests of all of the Original Partners or if at such time there has been failure to Transfer (other than make any payments required to be made to the Company pursuant to the Indemnity Agreement after notice thereof from the Company and there has been a lapse of thirty (30) days since such notice was given. The Original Partners (among themselves in whatever proportions as they may determine) shall then have the right to purchase the Property at the Specified Selling Price set forth in the Manager’s notice or to purchase the Interests of TTF and all of (but 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 Exempt Transferelection as to whether the purchase is of 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 non-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, the 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) Company Securities 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 Loan, 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 representall fees and other costs and expenses for such assumption shall be paid by the purchasing Original Partners, and TTF, any other Beacon Member, Beacon and any of their Affiliates which have provided any guarantees or indemnities in connection with any such loan shall be released therefrom. In the event the Beacon Interests are to be purchased, the 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 aggregateamount each such Beacon Member would receive) if the Property were sold for the Specified Selling Price, more all indebtedness of the Company were discharged, all other assets of the Company other than 5% 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) of the first sentence of this paragraph, it shall be assumed that no amount would be payable by the Company upon a 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 is then permissible or required under applicable law), and after deducting one-half of the then outstanding shares 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 Common Stock determining the amount due under the Subordinate Loan 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 (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective 270) days after the expiration of the Conversion Limitation)Election Period at a price 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, such Transferor then if the Manager thereafter desires to sell the Property or thereafter receives an unsolicited offer for the Property, the Manager shall give each Stockholder (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 Transferor 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 its Permitted Transfereeswarranties provided for above, the aforesaid $2,000,000 deposit shall be retained by the Beacon Members as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock liquidated damages (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of as payments between Members and not as Company stock options, revenue or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitationexpenditure) and the Manager shall thereafter be free to cause the Company (collectivelyto 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 Company to or as directed by the purchasing Original Partners shall be by standard conveyance documents, “as is”, 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 or any Affiliate thereof or any Affiliate of any Original Partner (an “Option HoldersXxxxxxx PM Affiliate”) prior written notice 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 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 proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”)term is defined in, the consideration 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 received thereforsuch 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 other material terms on 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 the Transferor proposes to Transfer the Subject Securities 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 (ii) contain the offer described below (collectivelynormal prorations shall be made as between, the “Transferor’s Notice”)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. The Transferor’s Notice 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 Original Partners, shall contain provide an offer to sell (the “Option”) the Subject Securities Estoppel Certificate or other similar form of certification as to the Option Holders in accordance with compliance and satisfaction of the provisions of this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the TransferorSection 10.7, or if it believes such agreement compliance has not occurred, stating the particulars of any non-compliance. Any such certification by the Xxxxxxx Representative shall be binding on all the Original Partners. If no such certification or statement of non-compliance is not reached received within 5 days of receipt of the Transferor’s Noticeten (10) Business Days after request therefor, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor then it shall be unrebuttably presumed that Section 10.7 has been complied with and such Option Holders (the fees and expenses of which unrebuttable presumption shall be shared equally by binding on all the Transferor, on the one handMembers, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.any Person claiming by or through any Member. ****************

Right of First Offer. (a) If Subject to the terms and conditions specified in this Section 2.3, if the Company proposes to issue Additional Shares of Common Stock (as defined in Section 4(d)(i)(B)(4) of Division (B) of Article IV of the Company’s Amended and Restated Certificate of Incorporation (as may be amended, the “Restated Charter”)), other than as currently contemplated in the Purchase Agreement, it shall in any Stockholder or Stockholders acting in concert case provide each Major Investor, and each Series E-1 Holder who holds at least 500,000 shares of Registrable Securities (as adjusted for splits, dividends, combinations and other recapitalizations) (each, an “Offeree”), with a written notice (the “TransferorIssuance Notice”) desire stating (i) its bona fide intention to Transfer offer such Additional Shares of Common Stock, (other than pursuant ii) the number of such Additional Shares of Common Stock to be offered, and (iii) the price and terms upon which it proposes to offer such Additional Shares of Common Stock. By written notification received by the Company (an Exempt Transfer“Election Notice”), within fifteen (15) Company Securities that representcalendar days after receipt of the Issuance Notice, each Offeree may elect to purchase or obtain, at the price and on the terms specified in the aggregateIssuance Notice, more than 5% up to that portion of such Additional Shares of Common Stock (such holder’s “Pro-Rata Portion”) that equals the proportion that the number of shares of Registrable Securities then outstanding held by such Offeree bears to the total number of shares of Common Stock of the Company then outstanding (assuming including the Common Stock issuable upon conversion in full of all outstanding shares of Preferred Shares and NVC SharesStock, upon conversion of all other outstanding convertible securities, and irrespective upon exercise of the Conversion Limitation), such Transferor shall give each Stockholder all outstanding options (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% assuming conversion of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares convertible securities issuable upon exercise of Company stock options)). Additionally, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Sharesin connection with any such issuance, held by such Person, and irrespective within fifteen (15) calendar days after receipt of the Conversion Limitation) Issuance Notice, each of the General Atlantic Stockholders and TPG Stockholders may elect to purchase or obtain, at the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration price and on the other terms specified in the Transferor’s Issuance Notice; provided that , the number of shares of Additional Common Stock proposed to be sold by the Company in such issuance (the “Additional GA/TPG Shares”) equal to the extent total number of Additional Shares of Common Stock proposed to be sold by the Company in such consideration shall consist offering less the number of anything other than cash, each Option Holder shares equal to the aggregate Pro Rata Portion of the Additional Shares of Common Stock that all Offerees are entitled to purchase pursuant to this Section 2.3(a) in connection with such offering. Any election to purchase such Additional GA/TPG Shares shall be entitledallocated among the electing General Atlantic Stockholders and TPG Stockholders on a pro rata basis, at its optionin each case, based on the aggregate amount of Registrable Securities then held by such electing holder as compared to instead pay in cash the value aggregate amount of such consideration as determined Registrable Securities then held by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedholders.

Right of First Offer. (a) If Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws and excluding any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than sale of New Securities pursuant to an Exempt TransferSubsection 1.3 of the Purchase Agreement, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) Company Securities that representitself, (ii) its Affiliates (and, in the aggregatecase of CII, more than 5% Permitted CII Transferees) and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership”, as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor; provided, however, in each case that any such Affiliate or beneficial interest holder (x) be an “accredited investor” within the meaning of the then outstanding shares Securities Act, (y) is not a Competitor or FOIA Party (except in the case of Common Stock (assuming conversion in full a Permitted CII Transferee), unless such party’s purchase of all outstanding Preferred Shares and NVC SharesNew Securities is otherwise consented to by the Board of Directors, and irrespective (z) agrees to enter into this Agreement and each of the Conversion LimitationSixth Amended and Restated Voting Agreement and Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA Party (except in the case of CII or any Permitted CII Transferee) shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof). Notwithstanding the fact that SMC apportions this right of first offer to one of its beneficial interest holders and such beneficial interest holder would be considered a Major Investor pursuant to this Agreement, such Transferor shall give each Stockholder (other than the Transferor beneficial interest holder hereby grants all subsequent rights of first offer described in this Section 4.1 and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, beneficial interest holder back to SMC to exercise and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration apportion as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedit deems appropriate.

Right of First Offer. (a) If any Stockholder or Stockholders acting in concert No Party (a “Transferor”"Transferring Party") desire shall Transfer any of its Shares or Subordinated Loans to any third party, unless it shall have first offered to sell such Shares and assign such Subordinated Loans by written notice to all the other Parties and the Board of Directors. The written notice shall contain a description of the number of Shares offered for sale and the amount and terms of the Subordinated Loans offered for assignment, the price sought by the Transferring Party, and any other material information necessary for the other Parties to make an informed decision whether to purchase the Shares and/or assume the Subordinated Loans. b) Within (30) thirty days following receipt of the notice from the Transferring Party, each Party shall give written notice to all other Parties and the Board of Directors of its decision whether to purchase all or any portion of such Shares and/or assume all or any portion of such Subordinated Loans. If the total number of Shares for which Parties have exercised such right exceeds the total number of Shares offered, or the total amount of Subordinated Loans for which Parties have exercised such right exceeds the total amount of Subordinated Loans offered, then each Party exercising such right may acquire at least the number of Shares and assume at least the amount of Subordinated Loans that bears the same ratio to the total number of Shares or Subordinated Loans offered that such Party's Shares or Subordinated Loans bear to the total number of Shares or Subordinated Loans of all Parties exercising such right; provided that should any Party accept in writing less than the number of Shares or amount of Subordinated Loans to which he would be entitled under the foregoing, such Party shall be entitled only to the number of Shares or amount of Subordinated Loans it has so accepted, and the remaining Shares and Subordinated Loans offered for Transfer (other shall be divided proportionately as above among those Parties who have accepted more than pursuant the number of Shares or amount of Subordinated Loans to an Exempt Transferwhich they would be entitled in accordance with the foregoing. c) Company Securities that representNotwithstanding the right of first offer stated in Section 5.3 a) and b), in the aggregate, more event that the total number of Shares or Subordinated Loans accepted in writing as provided in Section 5.3 b) is less than 5% all of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (or Subordinated Loans offered for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectivelyTransfer, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined.Transferring Party may:

Right of First Offer. If either the Non-Managing Shareholder or a Managing Shareholder intends to dispose of Shares (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option HoldersROFO Securities”) prior written notice of such proposed Transfer, which notice shall (i) specify pursuant to the amount terms hereof and type of Company Securities elects to be Transferred do so (the “Subject SecuritiesTransferring Holder”), the consideration to Non-Managing Shareholder and/or its designated affiliate (in the case of a proposed disposition by a Managing Shareholder) or the Managing Shareholders collectively (in the case of a proposed disposition by the Non-Managing Shareholder) (each, a “ROFO Offeree”), shall have a right of first offer over such ROFO Securities, which shall be received therefor, and exercised in the other material terms on which following manner: (a) The Transferring Holder shall provide the Transferor proposes ROFO Offeree with written notice (a “ROFO Notice”) of its desire to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”)ROFO Securities. The Transferor’s ROFO Notice shall contain an offer set forth the number and type of ROFO Securities the Transferring Holder wishes to sell Transfer. (b) The ROFO Offeree shall have a period of up to ten (10) Business Days following receipt of the ROFO Notice (the “OptionROFO Election Period”) to give the Subject Transferring Holder a binding written offer (the “ROFO Offer”) to purchase (or, at the option of the ROFO Offeree, to cause one (1) or more of its affiliates to purchase) all but not less than all of the ROFO Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified described in the Transferor’s ROFO Notice; provided . The ROFO Offer shall include the price per ROFO Security offered, including the form of consideration in respect thereof. (c) The ROFO Offer may set forth a proposal to receive EXPE Stock as form of consideration, provided, however, that to the extent such consideration each ROFO Offer shall always consist of anything other than casha cash consideration of at least 30%, each Option Holder and provided, further, that the Non-Managing Shareholder shall not be obligated to offer a cash consideration exceeding an amount of $150 million. With regard to EXPE Stock, the ROFO Offer may either contain (x) a certain dollar value of EXPE Stock to be offered or (y) a number of shares of EXPE Stock (and the “purchase price” for purposes of Section 6.2 shall be entitled, at its option, to instead pay in cash the value of such consideration EXPE Stock as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, obtained from Bloomberg L.P. on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case last trading day prior to the date of the Transferor’s Notice ROFO Offer). The ROFO Offer shall remain open and binding for four weeks or such greater period of time as may be specified in the ROFO Offer. (d) If any ROFO Offeree makes a ROFO Offer within the ROFO Election Period and the Transferring Holder accepts such ROFO Offer during the period described in Section 6.2(b) above, such purchase shall be deemed consummated at a date that is calculated applying the principles of the Leaver Closing Date described in Section 2.6 (using the date of the cash acceptance of the ROFO Offer as the reference date for the time periods described therein). (e) If any ROFO Offeree makes a ROFO Offer within the ROFO Election Period and the Transferring Holder does not accept the ROFO Offer, the Transferring Holder may only Transfer the ROFO Securities specified in the ROFO Notice at any time within the four (4) week period described in Section 6.2(c) (which period shall not increase because of an extended acceptance period for the ROFO Offer) at a price that is not less than the purchase price specified in the ROFO Offer. If the ROFO Offer sets forth a consideration in EXPE Stock, the Transferring Holder may Transfer the ROFO Securities at a price that is not less than (x) the value of EXPE Stock if the ROFO Offeree offers shares in EXPE Stock for a certain value or (y) the value of shares in EXPE Stock as obtained from Bloomberg L.P. on the last trading day prior to the sale by the Transferring Holder to a third party if the ROFO Offeree offers a certain number of EXPE Stock. Following the expiration of any time periods set forth in this Section 6.2(e), or if no ROFO Offer is made within the ROFO Election Period, the Transferring Holder may not Transfer any such consideration ROFO Securities without first following the procedures set forth in this Section 6.2. Section 6.1 shall not apply to a Transfer of ROFO Securities in accordance with the procedures set forth in this Section 6.2. (f) Subject to the Transfer restrictions in Section 6.1, each Managing Shareholder shall be permitted to Transfer Class A Shares in an amount up to one percent (1%) of the issued and outstanding Shares of the Company in a calendar year via open market transactions (including pursuant to written a written plan for trading securities that is so determined.designed in accordance with Rule 10b5-1(c) of the Exchange Act) without complying with the procedures in this Section 6.2. Section 6.3

Right of First Offer. Each Investor that, along with its affiliates, holds at least 250,000 shares of Preferred Stock (a) If any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% Common Stock issued or issuable upon conversion of the then outstanding shares Preferred Stock, or a combination thereof) shall have a right of Common Stock (assuming conversion in full first offer to purchase an amount of all outstanding Preferred Shares and NVC Shares, and irrespective securities of the Conversion Limitation), such Transferor shall give each Stockholder Company of any class or kind which the Company proposes to sell in a nonregistered private placement (other than the Transferor and its Permitted Transferees, as applicableissuance of shares contemplated by Section 3.1 above) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by "Preemptive Securities") sufficient to maintain such Person, and irrespective of the Conversion Limitation) and Investor's proportionate beneficial ownership interest in the Company (collectivelyas set forth below. If the Company wishes to make any such sale of Preemptive Securities, it shall give the “Option Holders”) Investors prior written notice of such the proposed Transfer, which sale. The notice shall set forth (i) specify the amount and type of Company Securities Company's bona fide intention to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject offer Preemptive Securities and (ii) contain the material terms and conditions of the proposed sale (including the number of shares to be offered and the price, if any, for which the Company proposes to offer described below (collectivelysuch shares), the “Transferor’s Notice”). The Transferor’s Notice and shall contain constitute an offer to sell (the “Option”) the Subject Preemptive Securities to the Option Holders Investors on such terms and conditions. Any Investor may accept such offer by delivering a written notice of acceptance (an "Acceptance Notice") to the Company within fifteen (15) days after receipt of the Company's notice of the proposed sale. Investors exercising their rights of first offer shall be entitled at their option to participate in the purchase of Preemptive Securities on a pro rata basis to the extent necessary to maintain such Investor's proportionate beneficial ownership interest in the Company (such Investor's "Pro Rata Portion") (for purposes of determining such Investor's Pro Rata Portion with respect to any issuance of Preemptive Securities, any Investor or other security holder shall be treated as owning that number of shares of Common Stock into which any outstanding Preferred Stock may be converted, while the total Company interest will be calculated on an as-converted to Common Stock basis, assuming full conversion and exercise of all outstanding convertible or exercisable securities). The Company shall, in writing, inform each Investor which elects to purchase its Pro Rata Portion of Preemptive Securities of any other Investor's failure to do so, in which case the Investors electing to purchase such shares of Preemptive Securities shall have the right to purchase all of such shares on a pro rata basis. If any Investor who elects to exercise its right of first offer does not complete the purchase of such Preemptive Securities within fifteen (15) days after delivery of its Acceptance Notice to the Company, the Company may complete the sale of Preemptive Securities on the terms and conditions specified in the Company's notice within the one hundred and twenty (120) day period following the expiration of such fifteen (15) day period. If the Company does not enter into an agreement for the sale of Preemptive Securities to the Investor pursuant to a delivered Acceptance Notice within such fifteen (15) day period, or if the Company does not otherwise consummate an agreement for the sale of Preemptive Securities within such one hundred and twenty (120) day period, the right provided hereunder shall be deemed to be revived and all future shares of Preemptive Securities shall not be offered unless first reoffered to the Investors in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder 3. An Investor shall be entitled, at entitled to apportion the right of first offer hereby granted among itself and its option, to instead pay partners and affiliates in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedproportions it deems appropriate.

Right of First Offer. (ai) If Subject to the provisions of Section 9.5(b), if at any time any or all of the Stock held by any Other Stockholder or Stockholders acting in concert (each such Other Stockholder, a “First Offer Transferor”) desire is proposed to be Transferred to any Person in a Transfer permitted pursuant to Section 3(a) (other than pursuant to an Exempt Transfer) Company Securities that represent, Affiliate of such First Offer Transferor or in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitationaccordance with Section 4 as a Tagging Stockholder or Section 5 as a Drag-Along Stockholder), such the First Offer Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred Ripplewood (the “Subject SecuritiesFirst Offer Offeree”) written notice (the “First Offer Notice”) of its bona fide intention to Transfer such Stock indicating the number of shares of Stock to be offered for Transfer (the “Offered Stock”), the consideration to be received therefor, and the other material terms on price in cash at which the First Offer Transferor proposes to Transfer the Subject Securities Offered Stock (the “Offer Price”) and all other material terms and conditions on which the First Offer Transferor proposes to Transfer the Offered Stock (iiincluding the identity of the proposed Transferee). Delivery of a First Offer Notice shall constitute an offer by the First Offer Transferor, irrevocable through and including the Offer Date (as defined below) contain to Transfer to the offer described below First Offer Offeree, subject to the terms of this Section 3(c), all (collectivelybut not less than all) of the Offered Stock at the Offer Price. During the 15 days following the receipt of such First Offer Notice (such 15th day, for the purposes of this Section 3(c), the “Transferor’s NoticeOffer Date”). The Transferor’s Notice , the First Offer Offeree shall contain an offer have the right to sell exercise the right to purchase, at the Offer Price, the Offered Stock by delivery of a reply notice (a “First Offer Acceptance”) to the First Offer Transferor setting forth (x) its irrevocable election to purchase from the First Offer Transferor all of the Offered Stock, (y) closing arrangements and (z) a closing date not less than 30 nor more than 60 days following the Offer Date (unless a longer period of time is necessary to comply with the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “OptionHSR Act”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor), or if to obtain any other consent required to effect such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor purchase and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand)sale, in which case the date such longer period). The First Offer Acceptance shall constitute a binding commitment of the Transferor’s Notice First Offer Offeree to purchase, and a binding commitment of the First Offer Transferor to Transfer, all of the Offered Stock at the Offer Price. The First Offer Transferor shall be deemed transfer to the date First Offer Offeree the cash value Offered Stock, free and clear of all liens, and shall deliver to the First Offer Offeree such consideration is so determinedother documents and instruments of transfer as the First Offer Offeree reasonably may request.

Right of First Offer. 7.2.1 In the event a Preferred Member or Member (a) If any Stockholder or Stockholders acting in concert (a the “TransferorOffering Member”) desire receives from a third party which is not a Permitted Transferee a bona fide offer to purchase all or a portion of the Offering Member’s Percentage Interest or Preferred Interest, and the Offering Member proposes to Transfer all or any portion of his Percentage Interest or Preferred Interest to such third party, the Offering Member shall first offer his Percentage Interest or Preferred Interest (or applicable portion thereof) for purchase by each of the other than pursuant Preferred Member or Member(s) (the “Offeree Member”), as hereinafter provided, by submitting to such Preferred Member or Member(s) an Exempt Transfer) Company Securities offer, setting forth the price at which the Offering Member proposes to Transfer his Percentage Interest or Preferred Interest, the name and address of the proposed transferee, the nature of the consideration to be paid, and all other terms and conditions of sale that representmay be reasonably expected to have a material impact on the value of the Transfer (including, without limitation, the permissibility of a financing contingency and any contingencies in the aggregate, more than 5% event of a higher offer for the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Percentage Interest or Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicableInterest) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option HoldersOffer Terms”). Such Offeree Member(s) prior written notice shall have a period of sixty (60) days after receipt of such proposed Transfer, notice from the Offering Member within which notice shall to notify the Offering Member in writing that it elects to purchase the Percentage Interest or Preferred Interest (ior applicable portion thereof) specify upon the amount and type of Company Securities to be Transferred Offer Terms (the “Subject SecuritiesRight of First Offer”)) or to invoke Paragraph 7.4. If such Offeree Member(s) elect not to purchase all of the Percentage Interest or Preferred Interest (or applicable portion thereof) or do not give notice to the Offering Member during such 60-day period, the consideration Offering Member shall be free to be received thereforeffect a Transfer of his Percentage Interest or Preferred Interest to the proposed transferee at a price that is at least 95% of the price set forth in the Offer Terms and upon other terms that are reasonably consistent with the Offer Terms, provided that a binding agreement with respect to such Transfer is entered into within 180 days after the expiration of such 60-day period, and that such sale is consummated within 270 days after the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”). The Transferor’s Notice shall contain an offer to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at its option, to instead pay in cash the value expiration of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determined60-day period.

Right of First Offer. (a) If Each holder of Series B and/or Series C Preferred Stock shall have a right of first refusal to purchase an amount of equity securities of the Company of any Stockholder class or Stockholders acting in concert (a “Transferor”) desire kind which the Company proposes to Transfer sell (other than pursuant the issuance of shares contemplated by Section 3.1 above) sufficient to an Exempt Transfer) Company Securities that represent, maintain such holder's proportionate beneficial ownership interest in the aggregateCompany. If the Company wishes to make any such sale of its securities, more than 5% it shall give the holders of Series B and Series C Preferred Stock written notice of the then outstanding proposed sale. The notice shall set forth (i) the Company's bona fide intention to offer such shares and (ii) the material terms and conditions of the proposed sale (including the number of shares to be offered and the price, if any, for which the Company proposes to offer such shares), and shall constitute an offer to sell such securities to the holders of Series B and Series C Preferred Stock on such terms and conditions. Any holder of Series B or Series C Preferred Stock may accept such offer by delivering a written notice of acceptance to the Company within ten (10) days after receipt of the Company's notice of the proposed sale. Any holder of Series B or Series C Preferred Stock exercising its right of first refusal shall be entitled to participate in the purchase of such securities on a pro rata basis to the extent necessary to maintain such holder's proportionate beneficial ownership interest in the Company (for purposes of determining the pro rata interest of the holder, any holder shall be treated as owning that number of shares of Common Stock (assuming conversion in full of all into which any outstanding Preferred Shares convertible securities may be converted and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then for which any outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, options or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to warrants may be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s Notice”exercised). The Transferor’s Notice Company shall contain an offer promptly, in writing, inform each holder which elects to sell (the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder shall be entitled, at purchase its option, to instead pay in cash the value pro rata portion of such consideration as determined by mutual agreement shares of all such Option Holders so electing any other holder's failure to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand)do so, in which case the date holders electing to purchase such shares shall have the right to purchase all or a portion of such shares on a pro rata basis, on terms no less favorable to the holder, for a period of ten (10) days. Such holder shall be entitled to apportion the right of first refusal hereby granted among itself and its partners, affiliates and related parties in such proportions it deems appropriate. If the Investor does not accept such offer within ten (10) days, then that portion of the Transferor’s Notice shall shares which is not purchased may be deemed offered to other parties on terms no less favorable to the date the cash value Company for a period of such consideration is so determinedten (10) days.

Right of First Offer. Each of the Existing Stockholders and each -------------------- of the Additional Stockholders hereby agrees not to Transfer any of the Common Stock, Preferred Stock or other Securities held by it to any Person (other than its Permitted Transferees) unless the FS Stockholder (or any third person(s) designated by FS Stockholder, which may include Affiliates of FS Stockholder or the Company) is given the right to acquire such Securities pursuant to the provisions of this paragraph (a). If an Existing Stockholder or an Additional Stockholder receives an offer from any Person (other than its Permitted Transferees) to acquire any such Securities, or decides to solicit or cause to be solicited a proposal or proposals to acquire such Securities, such Existing Stockholder or such Additional Stockholder, as the case may be, shall first give FS Stockholder written notice (the "Stockholder Notice") of such intention, which notice shall include a term sheet stating, among other material terms, the minimum cash sales price (the "Target Price") that such Existing Stockholder or such Additional Stockholder would entertain for the shares of Common Stock, Preferred Stock or other Securities to be sold (the "Offered Securities"). FS Stockholder (or its designee) shall have the right for a period of 20 business days following the delivery of the Stockholder Notice (the "Acceptance Period") to accept the offer to purchase all or any portion of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice (or, in the alternative in the case of delivery of a Stockholder Notice by an Existing Stockholder, to indicate its irrevocable acceptance of the offer included in the Stockholder Notice and setting forth the maximum number of securities the FS Stockholder agrees to sell to the Third Party in accordance with the provisions of Section 3.2(b) of this Agreement (the "Acceptance Notice")). The FS Stockholder (or its designee) shall exercise its rights under this subparagraph (a) If any by delivering to such Existing Stockholder or Stockholders acting such Additional Stockholder an irrevocable written notice of its election prior to 4:00 p.m. Los Angeles time on the final day of the Acceptance Period. If the FS Stockholder (or its designee) exercises its rights under this subparagraph (a), the sale of the Offered Securities shall be consummated within 15 business days of the final day of the Acceptance Period (the "Purchase Period"). If the FS Stockholder (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, such Existing Stockholder or such Additional Stockholder shall have the right (without limitation to other rights it may have) to consummate the sale of the Offered Securities on terms not materially more favorable to the purchaser than specified in concert the Stockholder Notice for a period of 90 days (a “Transferor”the "Consummation Period") desire after the expiration of the Acceptance Period or, if applicable, the Purchase Period. If such Existing Stockholder or such Additional Stockholder does not complete such sale, transfer or conveyance within the Consummation Period, such Existing Stockholder or such Additional Stockholder shall not have the right to Transfer sell, transfer or convey any of the Offered Securities without again complying with this subparagraph (a). In the event such Existing Stockholder or such Additional Stockholder, as applicable, intends to sell the Offered Securities for consideration other than pursuant cash, such Existing Stockholder or such Additional Stockholder shall notify the FS Stockholder (or its designee) of the terms of such non-cash consideration. FS Stockholder (or its designee) may elect within 30 days of such notice to have the fair market value of such non-cash consideration determined, with the parties jointly selecting an Exempt Transfer) Company Securities that represent, investment banking firm to resolve any dispute regarding the fair market value of such non-cash consideration; in the aggregateabsence of agreement on such firm, more than 5% of a third investment banking firm (designated by the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares firms proposed by the FS Stockholder and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than Existing Stockholders or the Transferor and its Permitted TransfereesAdditional Stockholder, as applicable) that, together with its Permitted Transferees, holds more than 5% shall determine such fair market value. If the sum of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective fair market value of the Conversion Limitation) non-cash consideration and the Company cash consideration (collectivelyin the case of a sale that is partially for cash) is less than the cash price offered to FS Stockholder (or its designee) pursuant to this subparagraph (a), the “Option Holders”) prior written notice of such proposed Transfer, which notice shall then (i) specify the amount and type of Company Securities Existing Stockholder or the Additional Stockholder, as applicable, shall have the right to be Transferred terminate the proposed transaction in its entirety (as it relates both to the “Subject FS Stockholder as well as to the Person that originally proposed to acquire the Offered Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain to the extent that the Existing Stockholder or the Additional Stockholder, as applicable, do not terminate the proposed transaction in its entirety, the FS Stockholder (or its designee) may, within 20 days of the determination of the fair market value of the non-cash consideration, elect to purchase the Offered Securities proposed to be sold for an amount in cash equal to the sum of (i) the fair market value of the non-cash consideration and (ii) the cash consideration, if any. Such purchase must be consummated within 15 business days of the determination of fair market value. If such Existing Stockholder or such Additional Stockholder receives a written offer for the Offered Securities at any time during the Consummation Period which is acceptable to such Existing Stockholder or such Additional Stockholder but is less than the Target Price or is upon terms materially less favorable to such Existing Stockholder or such Additional Stockholder than the terms provided to FS Stockholder (or its designee) in the Stockholder Notice (the "Below Target Price Offer"), such Existing Stockholder or such Additional Stockholder, as applicable, shall promptly deliver a copy of such written offer to FS Stockholder (or its designee). During the 20 business day period following delivery of such written offer, FS Stockholder (or its designee) shall have the right to accept the offer described below to purchase the Offered Securities on the terms reflected in such written offer. FS Stockholder (collectivelyor its designee) shall, if it so desires, exercise such right by delivery to such Existing Stockholder or such Additional Stockholder, as applicable, written notice of its election to purchase all but not less than all of the “Transferor’s Notice”)Offered Securities prior to 4:00 p.m. Los Angeles time on the final day of such additional 20 business day period and the sale of the Offered Securities shall be consummated within 15 business days of the delivery of such written notice. The Transferor’s Notice shall contain an If FS Stockholder (or its designee) does not elect to accept the offer to sell purchase the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities within 15 business days of the date of FS Stockholders (or its designee's) acceptance of the “Option”Below Target Price Offer, such Existing Stockholder or such Additional Stockholder, as applicable, shall have (without limitation to any other rights it may have) 90 days to consummate the Subject sale of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder or such Additional Stockholder, as applicable, than the Option Holders in accordance with this Article 3 for the consideration price and on the other terms specified in the Transferor’s Notice; provided that written offer delivered to FS Stockholder (or its designee). In the extent event a Below Target Price Offer involves any non-cash consideration, the procedures for valuing such non-cash consideration shall consist of anything other than cash, each Option Holder set forth above shall be entitled, at its option, utilized to instead pay in cash determine the fair market value of such non-cash consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuationtime periods specified herein, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedextended accordingly.

Right of First Offer. (a) If Prior to a Qualified IPO, subject to and excluding (w) any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than Transfers by CCMP pursuant to Section 4.1(a), (x) Transfers by Xxxxxxx pursuant to Section 4.1(b), (y) Transfers by Altoma pursuant to Section 4.1(c), and (z) any Transfers made pursuant to (i) an Exempt Transferoffering of equity securities registered under the Securities Act, (ii) Company Securities that representSection 4.2, (iii) Section 4.3, (iv) Section 4.5 pursuant to a sale in which the Drag-Along Sellers are exercising drag-along rights, and (v) Section 4.7, in the aggregateevent that, more than 5% subsequent to four (4) years after the Original Date in the event CCMP or Xxxxxxx or any of their Permitted Transferees (such Person referenced in subsections (A) and (B), the then outstanding “ROFO Seller”) desires to Transfer shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation)owned by it to any Person, such Transferor ROFO Seller shall give each Stockholder notify in writing (the “ROFO Notice”) the Holders other than the Transferor ROFO Seller (the “ROFO Parties”) and the Company, of: (A) its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding desire to Transfer such shares of Common Stock Stock, (for this purpose, B) the number of shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesROFO Shares”) and (C) the price at which the ROFO Seller is willing to sell the ROFO Shares (the “ROFO Notice Price”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (iiD) contain the offer described below other terms of such proposed sale (collectively, the “Transferor’s NoticeROFO Notice Terms”). The Transferor’s ROFO Seller(s) will negotiate in good faith for a period of not less than 21 days after the date of the ROFO Notice shall contain with any ROFO Parties who express an offer to sell (interest in acquiring the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder ROFO Shares. The ROFO Parties shall be entitled, at its optionbut not required, to instead pay in cash within 21 days after the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the delivery date of the Transferor’s ROFO Notice, to deliver a cash offer notice (an “ROFO Offer Notice”) to the ROFO Seller of their offer for all, or any portion, of the ROFO Shares set forth in the ROFO Notice. If any ROFO Offer Notice is accepted by the ROFO Seller, each ROFO Party timely delivering a ROFO Offer Notice shall be deemed have the date right to acquire a pro rata number of ROFO Shares based on the cash value relative number of such consideration is so determinedshares of Common Stock then owned by all of the ROFO Parties timely delivering a ROFO Offer Notice.

Right of First Offer. If, following the Permitted Third Party Transfer Date, any of the FS Parties, the Note Investor Parties or the Other Non-Management Parties (aeach, a "Transferring Securityholder") If any Stockholder or Stockholders acting in concert (a “Transferor”) desire desires to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% all or any portion of the Restricted Securities (the "Transfer Securities") then outstanding owned by such Transferring Securityholder to a Person that is not a Permitted Transferee of the Transferring Securityholder, such Transferring Securityholder shall provide BLUM xxxh a written notice (the "Offer Notice") setting forth: (i) the number of shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below material terms and conditions of the proposed transfer including the minimum price (collectively, the “Transferor’s Notice”)"Offer Price") at which such Transferring Securityholder proposes to Transfer such shares. The Transferor’s Offer Notice shall contain also constitute an irrevocable offer to sell (the “Option”) the Subject Transfer Securities to BLUM xx, at BLUM'x xxxion following receipt of the Option Holders Offer Notice, to one or more assignees of BLUM (xxbject to such assignee's or assignees' delivery of an Assumption Agreement in accordance compliance with this Article 3 for Section 6.5 hereof) (x) at the consideration Offer Price and on the other same terms specified in and conditions as the Transferor’s Notice; provided that to Transfer Offer or (y) if the extent such Transfer Offer includes any consideration shall consist of anything other than cash, each Option Holder shall be entitledat the option of BLUM xx such assignee, at its option, a cash price equal to instead pay in cash the value Fair Market Value of such non-cash consideration as determined by mutual agreement of all (the "Transfer Consideration"). If BLUM xx its assignee wishes to accept the offer set forth in the Offer Notice, BLUM xx such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached assignee shall deliver within 5 15 business days of receipt of the Transferor’s Offer Notice (such period, the "Election Period") an irrevocable notice of acceptance to the Transferring Securityholder (the "Acceptance Notice"), which Notice shall indicate the form of Transfer Consideration chosen (to the extent that the Transfer Offer includes any consideration other than cash). BLUM xx its assignee may accept such offer for any or all of the Transfer Securities, provided, however, that if BLUM xx its assignee agrees to purchase less than all of the Transfer Securities specified in the Offer Notice, then the Transferring Securityholder can choose not to sell any shares to BLUM xx its assignee, as determined applicable, by an investment banker delivering written notice thereof to BLUM xx such assignee within five Business Days of the Transferring Securityholder's receipt of the Acceptance Notice. In the event that the Transferring Securityholder elects not to sell any shares to BLUM xx its assignee pursuant to the proviso in the immediately preceding sentence, such Transferring Shareholder may transfer the Transfer Securities to one or appraiser more Qualified Purchasers pursuant to Section 2.2(c) only if such Qualified Purchasers purchase in the aggregate at least as many shares of national reputation reasonably acceptable the Transfer Securities as BLUM xxx agreed to both purchase. If the Transferor option to purchase the Transfer Securities represented by the Offer Notice is accepted on a timely basis by BLUM xx its assignee, in accordance with all the terms specified in Section 2.2(b) and such Option Holders acceptance (if it is for less than all of the fees and expenses of which shall be shared equally Transfer Securities) has not been rejected by the TransferorTransferring Securityholder, on no later than the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case later of (x) 30 business days after the date of the Transferor’s receipt by BLUM xx the Offer Notice or (y) the second business day after the receipt of any necessary governmental approvals (including, without limitation, the expiration or early termination of any applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended), BLUM (xx its assignee), as applicable, shall deliver payment by wire transfer of immediately available funds, to the extent the Transfer Consideration is cash, and/or by delivery of the non-cash Transfer Consideration (to the extent chosen by BLUM xx its assignee), to such Transferring Securityholder against delivery of certificates or other instruments representing the Common Stock so purchased, appropriately endorsed by such Transferring Securityholder. Each Transferring Securityholder shall deliver its shares of Common Stock free and clear of all liens, claims, options, pledges, encumbrances and security interests. To the extent BLUM xx its assignee (i) has not given notice of its acceptance of the offer represented by the Offer Notice to purchase all of the Transfer Securities prior to the expiration of the Election Period, (ii) has accepted as to less than all of the Transfer Securities and such acceptance has been rejected by the Transferring Securityholder, (iii) has accepted as to less than all of the Transfer Securities and such acceptance has not been rejected by the Transferring Securityholder, or (iv) has not tendered the Purchase Price for the Transfer Securities in the manner and within the period set forth above in this Section 2.2(c), such Transferring Securityholder shall be deemed free (subject to the date last sentence of Section 2.2(b)) for a period of 120 days from the cash value end of the Election Period to transfer the Transfer Securities (or in the case of the foregoing clause (iii), such consideration is so determinedremaining portion of the Transfer Securities) to a Qualified Purchaser at a price equal to or greater than the Offer Price and otherwise on terms which are no more favorable in any material respect to such Qualified Purchaser than the terms and conditions set forth in the Offer Notice. If for any reason such Transferring Securityholder does not transfer the Transfer Securities (or in the case of the foregoing clause (iii), such remaining portion of the Transfer Securities) to a Qualified Purchaser on such terms and conditions or if such Transferring Securityholder wishes to Transfer the Transfer Securities (or in the case of the foregoing clause (iii), such remaining portion of the Transfer Securities) at a lower Purchase Price or on terms which are more favorable in any material respect to a Qualified Purchaser than those set forth in the Offer Notice, the provisions of this Section 2.2 shall again be applicable to the Transfer Securities (or in the case of the foregoing clause (iii), such remaining portion of the Transfer Securities); provided that if the Transferring Securityholder does not transfer all of the Transfer Securities (or in the case of the foregoing clause (iii), such remaining portion of the Transfer Securities) to a Qualifying Purchaser within 120 days from the end of the Election Period (the "Transfer Period") then such Transferring Securityholder may not deliver another Offer Notice until 90 days have elapsed since the end of the Transfer Period.

Right of First Offer. (a) If Subject to and excluding other permitted transfers set forth in Section 4.1(a) for any Stockholder or Stockholders acting in concert (a “Transferor”) desire to Transfer (other than transfers made pursuant to an Exempt Transfer) Company offering of equity securities registered under the Securities that representAct, Section 4.3 pursuant to a sale in which the Sellers are exercising such drag-along rights, Section 4.5 and Section 4.7, in the aggregate, more than 5% of the then outstanding event Xxxxxxx or Chesapeake or any Permitted Transferee who has acquired shares of Common Stock from such party (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable“ROFO Seller”) that, together with its Permitted Transferees, holds more than 5% of the then outstanding desires to Transfer shares of Common Stock owned by it to any Person other than (for this purposei) a Permitted Transferee or (ii) pursuant to a Demand Request in accordance with Section 5.1(b), the ROFO Seller hereby agrees to notify in writing (the “ROFO Notice”) each of the stockholder Parties that is not a ROFO Seller (the “ROFO Parties”) and the Company, of: (A) its desire to Transfer such shares of Common Stock held by a Person shall include Stock, (B) the number of shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) and the Company (collectively, the “Option Holders”) prior written notice of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred (the “Subject SecuritiesROFO Shares”) and (C) the price at which the ROFO Seller is willing to sell the ROFO Shares (the “ROFO Notice Price”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (iiD) contain the offer described below (collectively, the “Transferor’s Notice”)other terms of such proposed sale. The Transferor’s ROFO Seller(s) will negotiate in good faith for a period of not less than 21 days after the date of the ROFO Notice shall contain with any ROFO Parties who express an offer to sell (interest in acquiring the “Option”) the Subject Securities to the Option Holders in accordance with this Article 3 for the consideration and on the other terms specified in the Transferor’s Notice; provided that to the extent such consideration shall consist of anything other than cash, each Option Holder ROFO Shares. The ROFO Parties shall be entitled, at its optionbut not required, to instead pay in cash within 21 days after the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt of the Transferor’s Notice, as determined by an investment banker or appraiser of national reputation reasonably acceptable to both the Transferor and such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the delivery date of the Transferor’s ROFO Notice, to deliver a cash offer notice (an “ROFO Offer Notice”) to the ROFO Seller of their offer for all, or any portion, of the ROFO Shares set forth in the ROFO Notice. If any ROFO Offer Notice is accepted by the ROFO Seller, each ROFO Party timely delivering a ROFO Offer Notice shall be deemed have the date right to acquire a pro rata number of ROFO Shares based on the cash value relative number of such consideration is so determinedshares of Common Stock then owned by all of the ROFO Parties timely delivering a ROFO Offer Notice.

Right of First Offer. If upon the expiration of a Term Lease the Lessee requests to extend the lease term such that the extension is a Finance Lease and Owner consents to such request, the applicable Manager or Submanager (aor any Affiliate thereof) If any Stockholder or Stockholders acting in concert shall have the option (a the “TransferorManager Purchase Option”) desire to Transfer (other than pursuant to an Exempt Transfer) Company Securities that represent, in the aggregate, more than 5% of the then outstanding shares of Common Stock (assuming conversion in full of all outstanding Preferred Shares and NVC Shares, and irrespective of the Conversion Limitation), purchase such Transferor shall give each Stockholder (other than the Transferor and its Permitted Transferees, as applicable) that, together with its Permitted Transferees, holds more than 5% of the then outstanding shares of Common Stock (for this purpose, shares of Common Stock held by a Person shall include shares issuable upon exercise of Company stock options, or directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, held by such Person, and irrespective of the Conversion Limitation) Finance Lease and the Company Containers subject thereto (collectively, the “Option HoldersManager Purchased Containers”) prior written notice from Owner at a purchase price equal to the *** to be determined two (2) Business Days before the date of such proposed Transfer, which notice shall (i) specify the amount and type of Company Securities to be Transferred sale (the “Subject Securities”), the consideration to be received therefor, and the other material terms on which the Transferor proposes to Transfer the Subject Securities and (ii) contain the offer described below (collectively, the “Transferor’s NoticeFixed Purchase Price”). The Transferor’s Notice shall contain an offer to sell In connection with the exercise of any Purchase Option by the applicable Manager or Submanager (the “Option”or any Affiliate thereof) the Subject Securities to the Option Holders in accordance with the provisions of this Article 3 for Section 9.4 and upon payment of the consideration Fixed Purchase Price, the Owner shall assign and transfer all of its right, title and interest in and to such Finance Lease and the Purchased Containers on an “as-is” “where-is” basis and containing a warranty against Liens created by the other terms specified in Owner. In connection therewith, the Transferor’s Notice; provided that Owner will make, execute or endorse, acknowledge and file or deliver to the extent applicable Manager or Submanager (or any [***] = Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Affiliate thereof) from time to time such consideration shall consist statements of anything charge, UCC financing statements or documents of similar import (including any termination or continuation statements), schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other than cash, each Option Holder shall be entitled, at its option, assurances or instruments and take such further steps relating to instead pay such Manager Purchased Containers as the applicable Manager or Submanager (or any Affiliate thereof) may request and reasonably require in cash order to reflect the value of such consideration as determined by mutual agreement of all such Option Holders so electing to pay cash and the Transferor, or if such agreement is not reached within 5 days of receipt ownership of the Transferor’s Notice, as determined by an investment banker applicable Manager or appraiser of national reputation reasonably acceptable to both the Transferor and Submanager (or any Affiliate thereof) in such Option Holders (the fees and expenses of which shall be shared equally by the Transferor, on the one hand, and all such Option Holders requesting such valuation, on the other hand), in which case the date of the Transferor’s Notice shall be deemed the date the cash value of such consideration is so determinedManager Purchased Containers.