Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11.

Right of First Refusal. If Employee desires Prior to transfer making any shares Transfer of common stock which he has acquired pursuant a Vested Unit, the Participant shall give written notice (the “Sale Notice”) to Management LLC. The Sale Notice shall disclose in reasonable detail the exercise identity of the option granted herein ("Shares"prospective transferee(s), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares Vested Units to be transferred, the price per Share, Transferred and the other terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the proposed sale and Transfer. The Participant shall not consummate any Transfer permitted by the number of Shares to be sold. For thirty (30) days following delivery Management LLC Operating Agreement, other than those transfers permitted under Section 7.02 of the NoticeManagement LLC Operating Agreement, until 35 days after the Company shall have the option Sale Notice has been given to Management LLC. Management LLC may elect to purchase all (but not less than all) of the Shares proposed Participant’s Vested Units identified in the Sale Notice to be sold by Employee at Transferred upon the price same terms and terms stated conditions as those set forth in the NoticeSale Notice by delivering a written notice of such election to the Participant within 20 days after the Sale Notice has been received by Management LLC. In the event of a Market SaleIf Management LLC (acting for itself or, such if applicable, its assignee) does not elect to purchase price shall be the Fair Market Value all of the Shares on Vested Units specified in the day Sale Notice, the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company Participant may, for a during the 60-day period of sixty (60) days commencing on immediately following the expiration of such 20-day period, Transfer the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms Vested Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice. Shares which are Any Vested Units not transferred by Employee Transferred within such sixty (60) -day period shall again become be subject to the notice and option provisions of this Section 115 upon any subsequent Transfer. Management LLC (or its assignee) may pay the purchase price for such Vested Units by offsetting amounts outstanding under any bona fide debts owed by the Participant to Management LLC or any Affiliate. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right rights of first refusal set forth in Management LLC under this Section 115 may be assigned or transferred in whole or in part by Management LLC, without any consent or other action on the part of the Participant or any other party.

Right of First Refusal. If Employee desires In the event that a holder of Class A Preferred Units (other than DSO or a Related Party of DSO) (the “Seller”) receives a bona-fide offer for the sale of any or all of such holder’s Class A Preferred Units (the “Offered Securities”), the Seller shall first offer to transfer any shares of common stock which he has acquired sell the Offered Securities to DSO or his designee(s) pursuant to a written notice (the exercise “ROFR Notice”) provided to DSO, which notice shall include: (i) a description of the option granted herein transaction being proposed, ("Shares"ii) the identity of the offeror (“Third Party Buyer”), Employee shall deliver to (iii) the Company written notice purchase price proposed and the manner of his intention to transfer such Shares payment thereof and (iv) a term sheet setting forth the "Notice") together with either material terms and conditions of the offer and a copy of a signed and binding offer by the proposed transferee agreement, if any. Within twenty (a "Negotiated Sale"20) days of receiving the ROFR Notice, DSO must either accept or a statement that decline the offer and if DSO neither accepts nor declines the offer within such Shares are twenty (20) day period, the offer will be considered declined. If the offer is declined by DSO, (i) the Seller shall next offer to be sold into sell the public market at Fair Market Value at Offered Securities to the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address General Partner, on behalf of the proposed transfereePartnership, pursuant to a ROFR Notice and otherwise on the terms specified in the foregoing sentence, and (ii) if the General Partner declines such offer, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall Seller will have the option right to purchase all (but not sell the Offered Securities to the person specified in the offer at a price and on terms and conditions no less favorable to the Seller than all) of the Shares proposed to be sold by Employee at the price and terms stated and conditions set out in the ROFR Notice. In If the event of a Market Sale, such purchase price shall be sale to the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Third Party Buyer is not completed within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on after the expiration of General Partner declines the Company's option to purchase such Sharesoffer, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period this Section 14 shall again become subject to applicable as if the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11offer had not been made.

Right of First Refusal. If Employee desires to (i) The Optionee shall not sell, pledge, assign, gift, transfer or otherwise dispose of any shares of common stock which he has Stock acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver Option Agreement to anyone without first offering them to the Company written notice of his intention to for purchase on the same terms and conditions as those offered the proposed transferee. Any individual who proposes such a transfer such Shares (the "NoticeTransferor") together with either a copy of a signed and binding offer by shall notify the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address Company, in writing, of the proposed transferee, identity of the number of Shares to be transferred, the price per Share, transferee and the other terms and conditions of such transfer. The Notice for a Market Sale shall state the expected date Company may exercise its right of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee first refusal within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration after receiving such notice of the Company's option proposed transfer. If the Company (or its permitted assignee) fails to purchase exercise such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such right of first refusal during this sixty (60) day period period, the Transferor may proceed with the proposed transfer at any time within the next sixty (60) days, and if he does not do so, the restrictions of this Subsection shall again become subject re-apply. The restrictions of this Subsection shall re-apply to any person to whom Stock that was originally acquired pursuant to the notice and option provisions Option Agreement is sold, pledged, assigned, bequeathed, gifted, or otherwise transferred, without regard to the number of such subsequent transferees or the manner in which they acquire the Stock. Notwithstanding the foregoing, the restrictions of this Section 11Subsection shall not apply to a transfer of Stock that occurs as a result of the death of the Transferor or of any subsequent transferee (but shall apply to the executor, administrator or personal representative, the estate and the legatees, beneficiaries and assigns thereof). The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth granted in this Section 11shall terminate on the closing of an initial public offering of the Company's Stock under the Securities Act.

Right of First Refusal. If Employee desires Without prejudice to transfer any shares the provisions set forth in Clause 4.3, and other than in respect of common stock which he has acquired a Transfer pursuant to Clauses 4.4 (Drag-along right for the exercise Shareholders) or 4.5 (Listing of the option granted herein ("Shares"), Employee shall deliver to the Company written notice ) any Transfer of his intention to transfer such Shares (the "NoticeTransferring Shares") together with either a copy by any of a signed and binding offer by the proposed transferee Shareholders (a the "Negotiated SaleTransferring Party") or shall trigger a statement that such right of first refusal for the other Shareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares are shall be divided among them according to be sold into their pro rata shareholding of the public market at Fair Market Value Company at the time of sale (a "Market Sale")exercising the right. The Notice for a Negotiated Sale Transferring Party shall state in writing notify the Board of any intended Transfer and its terms and conditions. The notice shall include, without limitation, (i) the name and address of the proposed transferee, (ii) the total number of Shares to be transferred, the price per ShareTransferring Shares, and (iii) the consideration and the terms and conditions of payment contemplated by the proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice to the other terms Shareholders. If any other Shareholder wishes to exercise its right of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued first refusal pursuant to this option Clause 4.2, it must so notify the Board and the Transferring Party within 21 days from the receipt of the Sales Notice (the "Sales Notice Period"), by a written notice setting forth its irrevocable election to exercise its right of first refusal ("Exercise Notice"). The redemption amount to be paid for the Transferring Shares shall bear a restrictive legend stating that such shares are subject be equal to what is defined in the Sales Notice and be due and payable on the date falling 14 days after the Exercise Notice was sent. If the right of first refusal is not exercised within the expiration of the Sales Notice Period, the Transferring Party shall for a period of 60 days following the expiration of the Sales Notice Period be entitled to transfer the number of Transferring Shares set forth out in the Sales Notice. Any Transfer of Shares subsequent to this Section 11period may only take place following the issuance of a new Sales Notice in accordance with this Clause 4.2.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Salethe Owner Participant desires to sell, such purchase price shall be lease, convey or otherwise transfer its Member Interest or cause the Fair Market Value Owner Lessor to sell all or substantially all of the Shares on Owner Lessor's Interest at any time during the day the Company exercises its option, less five three (53) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a year period of sixty (60) days commencing on the termination or expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified Facility Lease (except in the Notice. Shares which are not transferred by Employee within event that a Lease Event of Default shall have existed at such sixty (60) day period time of termination or expiration), any such sale or other transfer shall again become be subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 117.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other Broad River Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other Broad River Facility Lease.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Salethe Owner Participant desires to sell, such purchase price shall be lease, convey or otherwise transfer its Member Interest or cause the Fair Market Value Owner Lessor to sell all or substantially all of the Shares on Owner Lessor's Interest at any time during the day the Company exercises its option, less five three (53) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a year period of sixty (60) days commencing on the termination or expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified Facility Lease (except in the Notice. Shares which are not transferred by Employee within event that a Lease Event of Default shall have existed at such sixty (60) day period time of termination or expiration), any such sale or other transfer shall again become be subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 117.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other RockGen Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under Section 7.6 of each such Other RockGen Facility Lease.

Right of First Refusal. If Employee desires In the event that a holder of Class A Preferred Units (other than DSO or a Related Party of DSO) (the “Seller”) receives a bona-fide offer for the sale of any or all of such holder’s Class A Preferred Units (the “Offered Securities”), the Seller shall first offer to transfer any shares of common stock which he has acquired sell the Offered Securities to DSO or his designee(s) pursuant to a written notice (the exercise “ROFR Notice”) provided to DSO, which notice shall include: (i) a description of the option granted herein transaction being proposed, ("Shares"ii) the identity of the offeror (“Third Party Buyer”), Employee shall deliver to (iii) the Company written notice purchase price proposed and the manner of his intention to transfer such Shares payment thereof and (iv) a term sheet setting forth the "Notice") together with either material terms and conditions of the offer and a copy of a signed and binding offer by the proposed transferee agreement, if any. Within twenty (a "Negotiated Sale"20) days of receiving the ROFR Notice, DSO must either accept or a statement that decline the offer and if DSO neither accepts nor declines the offer within such Shares are twenty (20) day period, the offer will be considered declined. If the offer is declined by DSO, (i) the Seller shall next offer to be sold into sell the public market at Fair Market Value at Offered Securities to the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address General Partner, on behalf of the proposed transfereePartnership, pursuant to a ROFR Notice and otherwise on the terms specified in the foregoing sentence, and (ii) if the General Partner declines such offer, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall Seller will have the option right to purchase all (but not sell the Offered Securities to the person specified in the offer at a price and on terms and conditions no less favorable to the Seller than all) of the Shares proposed to be sold by Employee at the price and terms stated and conditions set out in the ROFR Notice. In If the event of a Market Sale, such purchase price shall be sale to the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Third Party Buyer is not completed within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on after the expiration of General Partner declines the Company's option to purchase such Sharesoffer, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period this Section 13 shall again become subject to applicable as if the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11offer had not been made.

Right of First Refusal. If Employee desires you propose to sell, pledge or otherwise transfer to a third party any Common Stock acquired under this Stock Option Agreement, or any interest in such Common Stock, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Common Stock. If you desire to transfer any shares of common stock which he has Common Stock acquired pursuant to the exercise of the option granted herein under this Stock Option Agreement, you must give a written notice ("SharesTransfer Notice"), Employee shall deliver ) to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by describing fully the proposed transferee (a "Negotiated Sale") or a statement that such Shares are transfer, including the number of shares proposed to be sold into transferred, the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state proposed transfer price and the name and address of the proposed transferee, . The Transfer Notice shall be signed both by you and by the number proposed new transferee and must constitute a binding commitment of Shares both parties to be transferred, the price per Sharetransfer of the Common Stock. The Company shall have the right to purchase all, and not less than all, of the other Common Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such transfer. The Notice for terms permitted in the next paragraph) by delivery of a Market Sale shall state the expected date notice of exercise of the proposed sale and the number Right of Shares to be sold. For First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following delivery receipt of the Transfer Notice by the Company, conclude a transfer of the Common Stock subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Common Stock on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that if the Transfer Notice provided that payment for the Common Stock was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Common Stock with lawful money equal to purchase all (but not less than all) the present value of the Shares proposed to be sold by Employee at the price and terms stated consideration described in the Transfer Notice. In The Company's Right of First Refusal shall inure to the event benefit of a Market Saleits successors and assigns, such purchase price shall be the Fair Market Value freely assignable in whole or in part and shall be binding upon any transferee of the Shares on the day the Company exercises its option, less five (5) percentCommon Stock. Such option The Company's right of First Refusal shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of terminate if the Company's option to purchase such Shares, be sold to Common Stock is listed on an established stock exchange or is quoted regularly on the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Nasdaq Stock Market.

Right of First Refusal. If Employee desires Without limitation to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted other provision contained herein ("Shares"including SECTION 8.1 above), Employee in the event that any Member proposes to Transfer any of such Member's Membership Interests (or any beneficial interests therein) in a Third Party Sale, such Member first shall deliver to the Company give written notice of his intention to transfer do so, via certified mail, to the LLC. The notice of intention shall constitute an irrevocable offer by such Shares Member to sell to the LLC (the an "NoticeOFFER TO SELL") together with either a copy of a signed and binding offer by the Offered Interests (as defined below). The Offer to Sell from such Member ("OFFERING MEMBER") must name the proposed transferee (a "Negotiated Sale") or a statement that and specify the portion of such Shares are Membership Interests proposed to be sold into the public market at Fair Market Value at the time of sale so transferred (a "Market SaleOFFERED INTERESTS"). The Notice for a Negotiated Sale shall state , the name price, and address the terms of payment and all other terms of the proposed transferee, the number of Shares to transaction. Any such Transfer not made in accordance with this SECTION 8.6 shall be transferred, the price per Share, null and void and the LLC shall not be obligated to treat the transferee in such transaction as a Member of record or for any other terms of such transferpurpose. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For Within thirty (30) days following delivery receipt of the NoticeOffer to Sell by the LLC (the "LLC OPTION PERIOD"), the Company LLC shall have the option right to purchase some or all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee Offered Interests at the price and upon the terms specified and conditions set forth in such Offer to Sell. The option may be exercised by a written election signed by the Manager provided that such exercise complies with the provisions of the Act, and such other pertinent governmental restrictions as are now or may hereafter become effective. If the LLC fails to exercise its right of first refusal as to any of the Offered Interests, the LLC shall give written notice thereof immediately after the expiration of the LLC Option Period to the Members (other than any Member who may be so proposing to transfer Offered Interests), who for thirty (30) days following receipt of such notice (the "MEMBERS OPTION PERIOD") will have the option to purchase at the price and upon the terms and conditions set forth in such Offer to Sell, the remaining Offered Interests, pro rata in proportion to each such Member's then Percentage Interest in the NoticeLLC vis-a-vis each other; PROVIDED, FURTHER, that if any such Member elects not to purchase his/its pro rata portion of such Offered Interests, then the remaining such Members (if any) will be entitled to purchase (on the terms and conditions described in this SECTION 8.6) his/its pro rata share of the Offered Interests not elected to be purchased by the other Members. Shares which In the event all of the Offered Interests are not purchased by the LLC, or by the other Members within the Members Option Period, said Offered Interests may be transferred by Employee at any time within such sixty (60) day period shall again become days thereafter to the proposed transferee in the Third Party Sale upon the terms and conditions set forth in the relevant Offer to Sell; PROVIDED, HOWEVER, that any transferee of ownership hereunder and his or her spouse, if any, first agree by execution of a copy of this Agreement to hold such Offered Interests subject to all the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant Agreement (such transferee holding such Offered Interests subject to this option shall bear a restrictive legend stating Agreement to be included in the term Member herein), and on the terms specified therein, provided that immediately upon such shares are subject to transfer, the right of first refusal set forth in proposed transferee executes and becomes bound by this Section 11Agreement and any amendments or revisions hereto.

Right of First Refusal. If Employee desires at any time and from time to transfer any shares time during the Exercise Period of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares")this Warrant, Employee shall deliver to the Company written notice proposes to issue or offer for sale Common Stock or any other class or series of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") its equity securities or a statement that such Shares are to be sold securities convertible into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transfereeequity securities, the number of Shares to be transferred, the price per Share, and the other terms of Company shall upon each such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For occasion at least thirty (30) days following delivery prior thereto send written notice thereof to the holder of this Warrant specifying (a) the date on which the proposed issue or sale shall take place, (b) the number and kind of securities proposed to be issued or sold, (c) the purchase price or exercise price thereof, and (d) any prospectus, offering memorandum or other material describing the Company and the securities and the terms of such offering, including without limitation, the financial statements and other information delivered or to be delivered to offerees of the Noticeproposed issue or offering. Simultaneously therewith, the Company shall have offer to the option holder the right to purchase all (but not less than all) of acquire the Shares securities proposed to be sold by Employee issued, at the proposed sale or exercise price and terms stated thereof, in an amount equal to the Notice. In proportion that the event number of a Market Sale, such purchase price shall be shares of Stock underlying this Warrant bears to the Fair Market Value total number of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration shares of the Company's option equity securities that are outstanding, on a fully diluted basis, as of such date. If the holder of this Warrant shall fail to purchase notify the Company of its intention to participate in such Sharesissue or offering within fifteen (15) days after receipt of the Company's notice of issue or offering, or if such holder shall have notified the Company of its intention to participate but the total number of shares proposed to be issued or sold which such holder desires to acquire shall be in the aggregate less than number of shares the holder may purchase, then the Company may offer such securities which shall not have been subscribed for by the holder of this Warrant, to the proposed transferee at the price and upon the terms specified other offerees in the Noticeproposed issue or offering. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to If the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the holder exercises its right of first refusal set forth to purchase securities in such issue or offering, the holder shall participate in the closing thereof with respect to the securities subscribed for by it at the same time, in the same manner and on the same terms and conditions as the other purchasers in such offering. If the purchase or exercise of the securities in such offering shall change or otherwise be adjusted prior to closing, then on each such occasion, the Company shall again offer to the holder of this Warrant the right to purchase such securities upon such revised terms and conditions exercisable by notice to the Company within ten (10) days after receipt of written notice of the revised terms thereof in the same manner as aforesaid. The rights established by this Section 11.12 shall have no application to any of the following:

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Salethe Owner Participant desires to sell, such purchase price shall be lease, convey or otherwise transfer its Member Interest or cause the Fair Market Value Owner Lessor to sell all or substantially all of the Shares on Owner Lessor's Interest at any time during the day the Company exercises its option, less five three (53) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a year period of sixty (60) days commencing on the termination or expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified Facility Lease (except in the Notice. Shares which are not transferred by Employee within event that a Lease Event of Default shall have existed at such sixty (60) day period time of termination or expiration), any such sale or other transfer shall again become be subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Facility Lessee's right of first refusal on the terms and conditions set forth in this Section 117.6. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offers that have been received from any other Person to purchase or acquire its interest of the Owner Lessor's Interest or the Member Interest of the Owner Participant, and which offers it wishes to accept, together with a full and complete statement of the price and all of the terms, conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the right within a period of 45 days from and after the receipt by them of such notice (the "Notice Period") to notify the Owner Participant of its intent to exercise its right of first refusal. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it will within 60 days of such notice (the "Agreement Period") execute a contract on the same terms and conditions as the offer giving rise to such right. If the Facility Lessee does not give such notice to the Owner Participant within the 45 day period or execute such a contract within 60 days of such notice, the Owner Participant will be free to proceed under the terms and conditions set forth in its notice to the Facility Lessee, unless the failure to execute the contract within 60 days is attributable to acts or omissions of the Owner Participant. In the event that such terms are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms of the sale are less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section 7.6 prior to entering into such revised agreement; provided that, for such revised offer, the Notice Period shall be 10 Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Facility Lessee's notice accepting such new terms. Notwithstanding the foregoing, if, concurrently with the Owner Participant's offer to sell its Member Interest pursuant to this Section 7.6, it or one of its Affiliates offers to sell any interest in an owner lessor who has entered into any Other South Point Facility Lease, then the Facility Lessee shall exercise its purchase rights under this Section 7.6 only if, concurrently therewith, it exercises its purchase rights under this Section 7.6 of each such Other South Point Facility Lease.

Right of First Refusal. If If, prior to the later of the fifth anniversary of the Effective Date or a Public Offering (as hereinafter defined), the Employee desires Stockholder receives a bona fide offer to transfer purchase any or all of his shares of common stock Stock (the “Offer”) from a third party (the “Offeror”) which he has acquired pursuant the Employee Stockholder wishes to accept, the exercise Employee Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the option granted herein ("Shares"), Offer. The Employee Stockholder’s notice shall deliver contain an irrevocable offer to sell such shares of Stock to the Company written notice of his intention (in the manner set forth below) at a purchase price equal to transfer such Shares (the "Notice") together with either price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a copy of a signed and binding offer by the proposed transferee Offer (a "Negotiated Sale") or a statement that such Shares are to be sold into which shall identify the public market at Fair Market Value at the time of sale (a "Market Sale"Offeror). The Notice for a Negotiated Sale shall state At any time within 30 days after the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and receipt by the number of Shares to be sold. For thirty (30) days following delivery Company of the NoticeEmployee Stockholder’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder. If at the end of such 30 day period, the Company has not tendered the purchase all (but price for such shares in the manner set forth above, the Employee Stockholder may during the succeeding 60 day period sell not less than all) all of the Shares proposed shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Employee Stockholder than those contained in the Offer. Promptly after such sale, the Employee Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be sold requested by Employee the Company. If, at the price and terms stated in the Notice. In the event end of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) 60 days commencing on following the expiration of the Company's option 30 day period for the Company to purchase the Stock, the Employee Stockholder has not completed the sale of such Sharesshares of the Stock as aforesaid, be sold to all the proposed transferee at the price and upon the terms specified restrictions on sale, transfer or assignment contained in the Notice. Shares which are not transferred by Employee within such sixty (60) day period this Agreement shall again become subject be in effect with respect to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to of the right of first refusal set forth in this Section 11Stock.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to As further consideration for this Lease, Landlord hereby grants Tenant during the exercise Term, while the initial Tenant, or an Affiliate of the option granted herein ("Shares")initial Tenant to whom Tenant has transferred its interest in this Lease in accordance with Section 17(a) hereof, Employee shall deliver to is in possession and occupancy of the Company written notice Leased Premise, and providing no Event of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value Default remains uncured at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address Tenant’s exercise of the proposed transfereeRight (as defined below), a right of first refusal (the number “Right”) to purchase the Leased Premises, or any portion thereof, in the event Landlord receives a bona fide offer to purchase the Leased Premises, or any portion thereof, which it desires to accept. Landlord shall promptly notify Tenant of Shares to be transferred, the price per Shareany such offer, and enclose a copy of the other terms offer, and Tenant shall have ten (10) Business Days after receipt of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares notice to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option elect to purchase all (but not less than all) of the Shares proposed to be sold by Employee at Leased Premises, or the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company mayapplicable portion thereof, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price same consideration and upon the same terms and conditions contained in the offer. If Tenant fails to respond to Landlord's notice during the ten (10) Business Day period, Tenant's Right shall expire at the end of such ten (10) Business Day period and Landlord shall be free to sell in accordance with the specific terms specified in the Noticeoffer. Shares which If requested by Landlord, Tenant promptly shall confirm in writing that its Right has expired. If any of the terms and conditions of the offer are not transferred by Employee within such sixty (60) day period shall again become subject changed in any material respect that is favorable to the notice and option provisions buyer, beyond reducing the consideration by less than five percent (5%), Landlord shall notify Tenant in the same manner specified above as if a new bona fide offer had been received by Landlord. Tenant's Right shall expire on the last day of the Term of this Section 11Lease, or upon any earlier termination thereof. The certificate evidencing any shares issued pursuant to this option Right shall bear constitute a restrictive legend stating that such shares are subject to covenant running with the right of first refusal set forth in this Section 11land and shall be binding upon Landlord and its successors and assigns.

Right of First Refusal. If Employee desires In return for valuable consideration, Buyer's receipt of which is hereby acknowledged, upon receiving or extending any final offer to transfer acquire any shares or alt of common stock Buyer's interest in this Agreement, its franchise relationship with ARCO, or its ownership or leasehold interest in the real property or improvements on which he has acquired pursuant the Premises are located, whether conveyed through a business broker or directly, to the exercise of the option granted herein any entity or person other than Buyer's current spouse or adult child ("Shares"natural or adopted). Buyer shall offer such interest to ARCO, Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value in writing, at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state same price and on the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the same other terms of such transferas those contained in the final offer. The Notice for a Market Sale ARCO shall state the expected date of the proposed sale and the number of Shares to be sold. For have thirty (30) calendar days following delivery after its receipt of all data and documentation. required by it to evaluate the Notice, offer and exercise its right of first refusal by notifying Buyer in writing that it intends to exercise its right of first refusal and agreeing to pay Buyer the Company shall have purchase price less the option to purchase all (but not less than all) amount of any applicable transfer fee on the Shares proposed to be sold by Employee at the price and terms stated in the Noticefinal offer. In During the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) 30 day period. Any Shares not purchased by , ARCO shall have the Company may, for a period right of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and entry upon the terms specified in the Noticepremises to conduct reasonable environmental testing. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the ARCO may assign its right of first refusal set forth to any third party. If ARCO does not exercise its right of first refusal, Buyer may consummate the proposed transfer, but not at lower price or on more favorable terms than those offered to ARCO. If Buyer does not do so within ninety (90) calendar days from the date ARCO received Buyer's written offer, then Buyer must recommence the foregoing right of first refusal procedure and satisfy the requirements of this Paragraph 18.2. ARCO's exercise of its right of first refusal shall not be dependent on its prior refusal to approve the proposed transferee. Buyer agrees to execute a memorandum of this Agreement to be recorded in the county where the Premises are located and take all other action necessary to give effect to this Section 11right of first refusal.

Right of First Refusal. If Employee desires The parties hereto agree that the restrictions on Transfer set forth in Section 2 of the Stockholders Agreement shall not apply to transfer any shares a Transfer by that is in accordance with the terms of common stock which he has acquired Section 2 of this Joinder. In the event that proposes to Transfer Stockholder Shares (other than pursuant to paragraph 2(b), paragraph 3 or paragraph 6 of the Stockholders Agreement, pursuant to a Public Sale or pursuant to the exercise terms of the option granted herein Subordinated Loan Agreement, dated as of the date hereof, between and the Company ("Shares"the “Subordinated Loan Agreement”)), Employee shall deliver give written notice (the “Transfer Notice”) to the Company written notice of his intention to transfer such Shares and the Investor (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"“Offerees”). The Transfer Notice for a Negotiated Sale shall state disclose in reasonable detail the name and address identity of the proposed transfereeprospective transferee(s), the number of Stockholder Shares to be transferred, the price per Share, transferred and the other terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the proposed sale and Transfer. will not consummate any Transfer until 30 days after the number of Shares Transfer Notice has been given to be soldthe Offerees (the “Offer Period”), except pursuant to an Offeree purchase hereunder. For thirty (30) days following delivery of the Notice, the The Company shall have the option may elect to purchase all (but not less than all) of the Stockholder Shares proposed to be sold transferred upon the same terms and conditions as those set forth in the Transfer Notice by Employee delivering a written notice of such election to within 30 days after the Transfer Notice has been given to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor may elect to purchase all (but not less than all) of the Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Transfer Notice by delivering a written notice of such election to within 30 days after the Transfer Notice has been given. If neither the Company nor the Investor elects to purchase all of the Stockholder Shares specified in the Transfer Notice, may transfer the Stockholder Shares specified in the Transfer Notice at the a price and on terms stated no more favorable to the transferee(s) thereof than specified in the NoticeTransfer Notice during the 60-day period immediately following the Offer Period. In Any Stockholder Shares not transferred within such 60-day period will be subject to the event provisions of a Market Salethis paragraph upon subsequent transfer. If the Offerees elect to purchase Stockholder Shares hereunder, the Transfer of such purchase price shares shall be consummated as soon as practical after the Fair Market Value delivery of the Shares on the day the Company exercises election notice(s) to or its optionPermitted Transferee, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee but in any event within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) 15 days commencing on after the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11Offer Period. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal restrictions set forth in this Section 11.2 shall not apply with respect to any Transfer of Stockholder Shares by to a Permitted Transferee; provided that the obligations and restrictions contained in the Stockholders Agreement shall continue to be applicable to the Stockholder Shares after any such Transfer and provided further that the transferees of such Stockholder Shares shall have agreed in writing to be bound by the provisions of the Stockholder Agreement affecting the Stockholder Shares so Transferred. Notwithstanding the foregoing, shall not avoid the provisions of this Section 2 by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. In connection with any proposed transfer of Stockholder Shares by in accordance with this Section 2, the Company shall provide any prospective purchaser of such Stockholder Shares reasonable access to the properties, books and records of the Company upon reasonable advance notice and at no cost or expense to the Company; provided that such prospective purchaser executes and delivers a confidentiality agreement in form and substance reasonably satisfactory to the Company. Notwithstanding anything in the Stockholders Agreement or in this Joinder to the contrary, shall not transfer any Stockholder Shares to a Competitor (as defined below) of the Company and each transfer of Stockholder Shares by shall involve Stockholder Shares representing at least one percent of the aggregate Stockholder Shares outstanding at such time on a fully-diluted basis (unless such transfer is in connection with the transfer of senior subordinated promissory

Right of First Refusal. If Employee desires (a) Except as otherwise provided in Sections 8.1, 8.2, 8.4,14.2 and 14.3, if a Member (other than Mascoma (unless Mascoma proposes to transfer any shares its interest to a direct competitor of common stock Xxxxxxxx, in which he has acquired pursuant case, Mascoma shall be considered a Transferring Member hereunder)) wishes to the exercise Transfer all or a part of the option granted herein its Interest ("Shares"a “Transferring Member”), Employee such Member shall first deliver to the Company offered Member (which shall be Mascoma unless Mascoma is the Transferring Member, in which case the offered Member shall be Xxxxxxxx) (the “Offered Member”) a written notice of his (an “Offer Notice”), which shall (i) state the Member’s intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") sell all or a statement that such Shares are portion of its Interest to one or more Persons, the portion of its Interest to be sold into (the public market at Fair Market Value at “Subject Interest”), the time purchase price therefor and a summary of the other material terms of the proposed Transfer and (ii) offer the Offered Member the option to acquire all or a portion of such Subject Interest upon the terms and subject to the conditions of the proposed Transfer as set forth in the Offer Notice (the “Offer”). A Member may submit an Offer Notice only if such Member has received a bona fide written offer, the terms of which are reflected in the Offer Notice. The Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Offer is accepted during such period, until the consummation of the sale (a "Market Sale"contemplated by the accepted Offer). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Offered Member shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price right and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty 30 days after its receipt of the Offer Notice (60) days commencing the “Acceptance Period”), to accept all or any part of the Subject Interest so offered at the purchase price and on the expiration terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Transferring Member during the Acceptance Period specifying the portion of the Company's option to purchase such Shares, be sold to Subject Interest the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Offered Member will purchase.

Right of First Refusal. If Employee desires Without prejudice to transfer any shares the provisions set forth in Clause 4.3, and other than in respect of common stock which he has acquired a Transfer pursuant to Clauses 4.4 (Drag-along right for the exercise Shareholders) or 4.5 (Listing of the option granted herein ("Shares"), Employee shall deliver to the Company written notice ) any Transfer of his intention to transfer such Shares (the "NoticeTransferring Shares") together with either a copy by any of a signed and binding offer by the proposed transferee Shareholders (a the "Negotiated SaleTransferring Party") or shall trigger a statement that such right of first refusal for the other Shareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares are shall be divided among them according to be sold into their pro rata shareholding of the public market at Fair Market Value Company at the time of sale (a "Market Sale")exercising the right. The Notice for a Negotiated Sale Transferring Party shall state in writing notify the Board of any intended Transfer and its terms and conditions. The notice shall include, without limitation, (i) the name and address of the proposed transferee, (ii) the total number of Shares Transferring Shares, and (iii) the consideration and the terms and conditions of payment contemplated by the proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice to the other Shareholders. If any other Shareholder wishes to exercise its right of first refusal pursuant to this Clause 4.2, it must so notify the Board and the Transferring Party within 21 days from the receipt of the Sales Notice (the "Sales Notice Period"), by a written notice setting forth its irrevocable election to exercise its right of first refusal ("Exercise Notice"). The redemption amount to be transferredpaid for the Transferring Shares shall be equal to what is defined in the Sales Notice and be due and payable on the date falling 14 days after the Exercise Notice was sent. If the right of first refusal is not exercised within the expiration of the Sales Notice Period, the price per Share, and the other terms of such transfer. The Notice for a Market Sale Transferring Party shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) 60 days commencing on following the expiration of the Company's option Sales Notice Period be entitled to purchase such Shares, be sold to transfer the proposed transferee at the price and upon the terms specified number of Transferring Shares set out in the Sales Notice. Any Transfer of Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant subsequent to this option shall bear period may only take place following the issuance of a restrictive legend stating that such shares are subject to the right of first refusal set forth new Sales Notice in accordance with this Section 11Clause 4.2.

Right of First Refusal. If Employee desires Subject to the restrictions on Transfers contained in Section 6.1 above, if GRELAN wishes to Transfer during the term of this Agreement any or all of the Shares (or shares of Conversion Stock) then owned by GRELAN, GRELAN shall first give a written notice (the "Transfer Notice") to BIONUMERIK specifying the number and type of shares GRELAN wishes to transfer any shares of common stock which he has acquired pursuant to (the exercise of the option granted herein ("Transfer Shares"), Employee shall deliver the price per share of the Transfer Share at which it wishes to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state transfer, the name and address of the proposed transferee, and containing an irrevocable offer (open to acceptance for a period of 60 days after the number of date such Transfer Notice is received) to sell the Transfer Shares to be transferred, BIONUMERIK at the price per Share, and the other terms of share stated in such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Transfer Notice, which price shall be equal to the Company price per share at which GRELAN proposes to transfer such shares (the "Transfer Price"). BIONUMERIK (or its designee(s)) shall have the option right to purchase all (all, but not less than all) , of the Shares proposed to be sold Transfer Shares, by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value giving GRELAN notice of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option determination to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the shares within 60 days of BIONUMERIK's receipt of such Transfer Notice. The closing of the purchase by BIONUMERIK of the Transfer Shares which are not transferred by Employee within and payment for such sixty (60) day period shall again become subject shares to the notice and option provisions of this Section 11. The certificate evidencing any shares issued GRELAN pursuant to this option Section 6.2 shall bear a restrictive legend stating that take place at such location as GRELAN shall designate within 30 days after GRELAN's receipt of the determination to purchase such shares. Payment for such shares are subject shall be made by check or by wire transfer against duly endorsed certificates representing the Transfer Shares to be purchased. The Transfer Shares shall be delivered free and clear of all encumbrances other than those imposed by this Agreement. If, at the end of the 60th day after the Transfer Notice is received, a notice of acceptance of the offer contained in such Transfer Notice has not been received by GRELAN, or if notice of acceptance covering less than all of the Transfer Shares has been received by GRELAN, then GRELAN shall have 90 days in which to transfer any or all of the Transfer Shares at a price not lower than the Transfer Price and on terms no more favorable to the right transferee than those contained in the Transfer Notice, provided, however, that no Transfer may be made to any third party unless and until such party delivers to BIONUMERIK a written agreement, in form and substance reasonably satisfactory to BIONUMERIK, to be bound by the terms and provisions hereof. If at the end of first refusal set forth in such 90 day period, GRELAN has not completed the transfer of all of the Transfer Shares, GRELAN shall no longer be permitted to Transfer such shares pursuant to this Section 116.2 without again complying with this Section in its entirety.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to After the exercise expiration of the option granted herein Option Period through the termination of the Distribution Agreement, if the Acquired Company receives a bona fide offer from any party with respect to any transaction which would result in the sale of substantially all of the Acquired Company’s assets or the sale of all or such portion of the Acquired Company’s capital stock such that, following such transaction, the buyer would own shares having a majority of the combined voting power on a fully diluted basis of all of classes of the Acquired Company’s equity securities ("Shares"each, a “Sale of the Acquired Company”), Employee the Acquired Company shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either provide Purchaser a copy of a signed and binding the offer by (upon condition of confidentiality) (the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"“Sale Notice”). The Notice for a Negotiated Sale shall state the name and address On receipt of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Purchaser shall have the right and option (the “Right of First Refusal”), exercisable at any time by providing written notice to the Acquired Company during the period of fifteen (15) Business Days following Purchaser’s receipt of the Sale Notice, to elect to purchase all (all, but not less than all) , of the Shares proposed to be sold by Employee offered securities or assets in connection with the Sale of the Acquired Company, at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the same price and upon the same terms specified and conditions contained in the Sale Notice (the “Purchaser Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11”). The certificate evidencing Acquired Company will not, following receipt of the Purchaser Notice through the date ninety (90) days thereafter (the “ROFR Period”), for so long as Purchaser continues to negotiate with the Acquired Company the terms of a definitive agreement, directly or indirectly, facilitate, solicit, recommend or encourage any shares issued pursuant to this option shall bear offer by, or enter into any agreement with any person or entity that would, if the transaction contemplated thereby were completed, result in a restrictive legend stating that such shares are subject to Sale of the right of first refusal set forth in this Section 11Acquired Company.

Right of First Refusal. If Employee desires In return for valuable consideration, ---------------------- Buyer's receipt of which is hereby acknowledged, upon receiving or extending any final offer to transfer acquire any shares or alt of common stock Buyer's interest in this Agreement, its franchise relationship with ARCO, or its ownership or leasehold interest in the real property or improvements on which he has acquired pursuant the Premises are located, whether conveyed through a business broker or directly, to the exercise of the option granted herein any entity or person other than Buyer's current spouse or adult child ("Shares"natural or adopted). Buyer shall offer such interest to ARCO, Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value in writing, at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state same price and on the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the same other terms of such transferas those contained in the final offer. The Notice for a Market Sale ARCO shall state the expected date of the proposed sale and the number of Shares to be sold. For have thirty (30) calendar days following delivery after its receipt of all data and documentation. required by it to evaluate the Notice, offer and exercise its right of first refusal by notifying Buyer in writing that it intends to exercise its right of first refusal and agreeing to pay Buyer the Company shall have purchase price less the option to purchase all (but not less than all) amount of any applicable transfer fee on the Shares proposed to be sold by Employee at the price and terms stated in the Noticefinal offer. In During the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) 30 day period. Any Shares not purchased by , ARCO shall have the Company may, for a period right of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and entry upon the terms specified in the Noticepremises to conduct reasonable environmental testing. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the ARCO may assign its right of first refusal set forth to any third party. If ARCO does not exercise its right of first refusal, Buyer may consummate the proposed transfer, but not at lower price or on more favorable terms than those offered to ARCO. If Buyer does not do so within ninety (90) calendar days from the date ARCO received Buyer's written offer, then Buyer must recommence the foregoing right of first refusal procedure and satisfy the requirements of this Paragraph 18.2. ARCO's exercise of its right of first refusal shall not be dependent on its prior refusal to approve the proposed transferee. Buyer agrees to execute a memorandum of this Agreement to be recorded in the county where the Premises are located and take all other action necessary to give effect to this Section 11right of first refusal.

Right of First Refusal. If Employee desires at any time during the term of this Agreement and for a period of one (1) year thereafter, any interest in this Agreement or the Franchise is proposed to transfer any shares of common stock which he has acquired pursuant to be sold, the exercise of the option granted herein ("Shares")seller shall obtain a bona fide, Employee executed, written offer from a responsible and fully disclosed purchaser and shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a submit an exact copy of a signed such offer to us along with any other information that we may reasonably request to evaluate the offer and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address identity of the proposed transfereepurchaser shall be disclosed to us. We shall have the right, the number of Shares exercisable by written notice delivered to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For you within thirty (30) days following after the date of delivery of an exact copy of such offer and all requested information to us, to purchase such interest for the Noticeprice and on the terms and conditions contained in such offer. Regardless of the terms of the offer, we may, in our discretion, structure the Company transaction as an asset purchase, rather than a stock purchase and to substitute cash for securities or other property as consideration. If less than the entire interest in this Agreement or the Franchise is proposed to be sold, we shall have the option right to purchase all (but the entire interest for a price equal to the proposed price plus a pro-rata increase based on the value of the interest to be purchased. Our credit shall be deemed equal to the credit of any proposed purchaser and we shall have not less than allninety (90) days to prepare for closing. We shall be entitled to all representations and warranties given by the seller to the proposed buyer. We shall not be obligated to pay any finder's or broker's fee or commission. If we do not exercise our right of first refusal, the sale or other transfer may be completed pursuant to and on the terms of such offer, subject to our approval of the Shares transfer as otherwise provided in this Agreement; provided, however, that if the proposed sale or other transfer is not completed within one hundred eighty (180) days after delivery of such offer to be sold by Employee at the price and terms stated us, or if there is any change in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value terms of the Shares on the day the Company exercises its optionproposed transaction, less five (5) percent. Such option we shall be exercisable by delivery have an additional right of written notice to Employee within such first refusal for an additional thirty (30) day perioddays. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Our right of first refusal set forth shall not apply to the sale or transfer of an interest in this Section 11Agreement or the Franchise, to a member of Franchisee's immediate family or, if Franchisee is an entity, between or among the owners of Franchisee or their affiliates provided that such transfer is otherwise permissible under this Agreement.

Right of First Refusal. If Employee desires In the event that a Member (the “Transferring Member”) proposes to transfer any shares of common stock which he has acquired sell or otherwise Transfer (other than pursuant to a Public Offering or pursuant to an Approved Company Sale) any Units pursuant to a bona fide offer from a third party (the exercise of the option granted herein ("Shares"“Proposed Transferee”), Employee shall deliver to the Company Transferring Member must first give the Major Holders (the “Non-Transferring Major Holders”) written notice of his intention to transfer such Shares (the "“ROFR Notice"”) together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares Units to be transferred, the price per Shareprice, terms and conditions of the proposed sale, including the identity of the Proposed Transferee, and a copy of any written proposal, term sheet, letter of intent or other agreement relating to the proposed sale. Within ten (10) days after the receipt of the ROFR Notice, the Non-Transferring Major Holders (or their assignees) may elect to purchase (as among themselves, pro rata in accordance with their respective Percentage Interests or in such other proportions as they shall agree; together with a pro rata right of oversubscription for all Major Holders who elect to purchase their full pro rata amount), and the other terms of such transfer. The Notice for a Market Sale shall state Transferring Member agrees to sell to the expected date of the proposed sale Non-Transferring Major Holders (and the number of Shares to be sold. For thirty (30) days following delivery of the Noticetheir assignees), the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and on the terms stated specified in the ROFR Notice, all or any portion of the Units as such Non-Transferring Major Holders (or their assignees) shall request (after taking into account such oversubscription rights). In the event the Non-Transferring Major Holders (or their assignees) elect to purchase all or part of a Market Salethe Units proposed to be transferred, the closing of such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less will take place five (5) percent. Such option shall be exercisable by delivery days after the expiration of written notice to Employee within such thirty ten (3010) day periodperiod or such other date as the parties shall agree. Any Shares To the extent that the terms of payment set forth in the ROFR Notice consist of property other than cash against delivery, the Non-Transferring Major Holders (or their assignees) may substitute cash of equivalent value in lieu thereof. To the extent the Non-Transferring Major Holders (or their assignees) do not purchased by exercise in full this right of first refusal within the Company maytwenty (20) day period specified above (collectively, for a period of the “ROFR Notice Period”), the Transferring Member will have sixty (60) days commencing on thereafter to sell the expiration of Units not elected to be purchased by the Company's option to purchase such Shares, be sold to the proposed transferee Non-Transferring Major Holders (and their assignees) at the price and upon the terms and conditions no more favorable (in any material respect) to the purchasers of such Units than specified in the ROFR Notice. Shares which are In the event the Transferring Member has not transferred by Employee sold such Units within such sixty (60) day period shall again become subject period, the Transferring Member may not thereafter sell any Units without first offering such Units to the notice and option provisions of Major Holders in the manner provided in this Section 1111.6(b). The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal restrictions set forth in this Section 1111.6(b) shall not apply in the following cases: (i) any Member may sell or transfer Units to the Company pursuant to a repurchase or similar right (including any transfer upon a forfeiture of Units pursuant to any subscription or similar agreement pursuant to which such shares were acquired); and (ii) any Member may sell or transfer any Units to a Permitted Transferee (as defined below) subject to Sections 11.3 and 11.5.

Right of First Refusal. If Employee This Section sets forth a procedure by which a Partner may sell all of its interest in the Partnership, but does not authorize a Partner to sell less than all of its interest in the Partnership without the consent of the other Partner. In the event a Partner desires to transfer any shares sell all (but not a part) of common stock which he has acquired pursuant to its interests in the exercise Partnership, it shall first notify and fully inform the other Partner in writing of the option granted herein identity of the proposed buyer ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "NoticeBuyer") together with either a copy of a signed and binding offer by the proposed transferee terms and conditions of such proposed sale (a "Negotiated Notice of Proposed Sale") or a statement that such Shares are to be sold into and shall afford the public market at Fair Market Value at non-selling Partner the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transfereeopportunity, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For within thirty (30) days following delivery of the Noticeafter receiving such notice, the Company shall have the option to elect to purchase all (but not less than all) of the Shares such interests in accordance with such proposed to be sold by Employee at the price terms and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable conditions by delivery of written notice to Employee this effect to the selling Partner. In the event the non-selling Partner shall so elect to make a purchase of such interests on such terms and conditions, the closing on the purchase will take place according to the proposed terms and conditions of the sale, or, if not specified, within a reasonable period (but not more than ninety (90) days) after such thirty election to purchase is made. In the event the non-selling Partner does not so elect, within the 30 days period to purchase such interests so offered, the selling Partner will then be free to sell to the proposed Buyer all (30but not part) of such interests on terms no less favorable to the selling Partner than the proposed terms and conditions specified in the Notice of Proposed Sale within a period of one hundred and twenty (120) days after the end of such 30 day period. Any Shares not purchased by In the Company may, for a period of sixty (60) days commencing on event that the expiration of the Company's option to purchase such Shares, be sold sale does take place to the proposed transferee at Buyer in compliance with this Section within the price 120 day period, the selling Partner shall give written notice to this effect to the non-selling Partner no later than the date of the closing thereof. At any time following receipt of the Notice of Proposed Sale and upon prior to expiration of 30 days following the terms specified closing thereof, the nonselling Partner shall have the right (by delivering notice to the selling Partner or to the Buyer (if the sale has closed)) to terminate this Agreement. In the event a sale of such interests is not made by the selling Partner to the proposed Buyer during such 120 day period, any sale by that Partner of its interests in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to Partnership will require compliance anew with the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Section.

Right of First Refusal. If Employee Other than with respect to a transfer to (i) a spouse or lineal descendant, (ii) an Affiliate of a Member, spouse or lineal descendant, or (iii) a Permitted SRT Transfer if any Member desires to assign or otherwise transfer all or any shares portion of common stock which he has acquired pursuant such Member’s Interest (the “Offered Interest”), the Member desiring to so transfer the Offered Interest (the “Selling Member”) shall give written notice (the “Offering Notice”) to the exercise non-transferring Members (the “Non-Selling Members”) of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his Selling Member’s intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")so transfer. The Offering Notice for a Negotiated Sale shall state specify the name and address of the proposed transferee, the number of Shares Offered Interest to be transferred, the price per Shareconsideration (which consideration shall consist only of cash) to be received therefor, the identity of the proposed purchaser, and the other exact terms of such upon which the Selling Member intends to so transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery after the effective date of the NoticeOffering Notice (the “Review Period”), the Company Non-Selling Members shall have the option to elect to purchase from the Selling Member all (but not less than all) of the Shares proposed to be sold by Employee Offered Interest at the same price and on the same terms stated as are specified in the NoticeOffering Notice by delivering to the Selling Member a written offer to purchase the Offered Interest. In the event of a Market Salethat more than one Non-Selling Member elects to purchase the Offered Interest, such purchase price then each Non-Selling Member so electing shall be the Fair Market Value entitled to purchase that portion of the Shares Interest offered as such Member’s Interest in the Company bears to the total Interests of all the Non-Selling Members electing to so purchase. If the Non-Selling Members, or any of them, elect to so purchase all of the Offered Interest within the time period specified, then the purchase by such Non-Selling Members of the Offered Interest shall be consummated at the principal place of business of the Company on the day terms and conditions set forth in the Company exercises its optionOffering Notice. At the closing, less five the Selling Member shall deliver the Offered Interest free and clear of all liens, security interest and competing claims (5other than security interest granted in favor of the Non-Selling Members who have elected to purchase) percentand shall deliver to such Non-Selling Members who have elected to purchase such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interest or competing claims as such Non-Selling Members reasonably request. Such option shall be exercisable by delivery If, within the Review Period, the Non-Selling Members fail to timely and validly offer to purchase all of written notice to Employee the Offered Interest, then the Selling Member may, within ninety (90) days after the expiration of such thirty (30) day period. Any Shares not purchased by , transfer the Company may, for a period of sixty (60) days commencing Offered Interest to the person or entity identified in the Offering Notice on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee same terms and conditions and at the same price and upon the terms specified in the Offering Notice. Shares which are not transferred by Employee If the Selling Member fails to so transfer the Offered Interest within such sixty ninety (6090) day period period, then, prior to transferring the Offered Interest, the Selling Member shall again become subject to resubmit an Offering Notice in accordance with the notice and option provisions of this Section 11and shall comply with the other terms of this Section. The certificate evidencing any shares issued Notwithstanding anything in this Section 12.03 to the contrary, all transfers pursuant to this option shall bear a restrictive legend stating that such shares Section 12.03 are subject to the right of first refusal restrictions set forth in this Section 1112.01 and 12.05 hereof.

Right of First Refusal. If Employee desires No Member shall be entitled to transfer its Membership Interest, or any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares")part thereof, Employee except in a sale exclusively for cash in accordance with this Section III.6 or in a transfer expressly permitted by this Agreement at any time; provided that no Member shall deliver transfer its Membership Interest in a sale for cash at any time without first giving written notice to the Company written notice and the other Members of his its intention to transfer such Shares (Membership Interest. Any such notice shall specify the "Notice") together with either identity of the transferee and the amount of the cash purchase price proposed to be paid for such Membership Interest, and shall include a copy of the written offer of such transferee to purchase such Membership Interest, which offer shall be in a signed form legally capable of acceptance and binding offer by without contingencies. Any transfer of Membership Interest requiring the proposed transferee (giving of written notice under this Section III.6 shall be subject to a "Negotiated Sale") or a statement that such Shares are to be sold into right of first refusal on the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address part of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For Company exercisable within thirty (30) days following delivery of receipt of such written notice (the Notice"Company Period"). During the Company Period, the Company Company, subject to any restrictions imposed by law, shall have the option right to elect to purchase all or any part (subject to the condition set forth below) of the Membership Interest (the "Subject Membership Interest") proposed to be sold by the Member delivering such notice (the "Selling Member") for cash equal to the cash purchase price, if any, proposed to be paid for such Membership Interest. The Company shall exercise its election right by written notice delivered to the Selling Member and the other Members within the Company Period. If the Company does not elect to purchase all of the Subject Membership Interest, then such right of first refusal shall pass to the other Members as follows: Upon the expiration of the Company Period, each Member, other than the Selling Member, shall have fifteen (15) days (the "Member Period") to elect in writing to purchase all or any part of the Subject Membership Interest not subject to purchase by the Company. In the event that the other Members elect to purchase in the aggregate more Membership Interest than the Subject Membership Interest available for sale, the Subject Membership Interest shall be apportioned among the other Members in accordance with their percentage interest in the Company. The other Members shall exercise their election right by written notice delivered to the Selling Member and the Company within the Member Period. If the Company and the other Members entitled to this right of first refusal decline to purchase in the aggregate an amount equal to all of the Subject Membership Interest, the Selling Member may thereafter transfer all, but not less than all) of , the Shares proposed to be sold by Employee at Subject Membership Interest in accordance with the price and terms stated set forth in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company mayand the other Members. If the Company elects to purchase all of the Subject Membership Interest it shall tender payment for such interest within One Hundred Twenty Days following the end of the Company Period to the Selling Member. If the Company does not elect to purchase all of the Subject Membership Interest, but the Company and/or the other Members elect to purchase all of the Subject Membership Interest, they shall tender payment for a period such interest within One Hundred Twenty Days following the end of sixty (60) days commencing on the expiration of Member Period to the Selling Member. Failure to tender the full payment for all the Subject Membership Interest shall terminate the Company's option and the other Members' rights to purchase such Sharesand the Selling Member may thereafter transfer all, be sold but not less than all, of the Subject Membership Interest in accordance with the terms set forth in the written notice to the proposed transferee at Company and the other Members. No transfer of the Subject Membership Interest shall be made after the end of One Hundred Eighty (180) days after the original notice given to the Company and the Members under this Section III.6 or for a price that is lower than the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject notice referred to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11III.6, unless the Membership Interest are first offered again to the Company and the other Members in accordance with this Section III.6.

Right of First Refusal. If Employee desires (i) Subject to transfer Sections 2.2(c) and 2.2(d), if (A) at any shares time any Stockholder (other than a Management Stockholder or a JWC Holder), (B) after the third anniversary of common stock the date hereof, a Management Holder or (C) a JWC Holder which he has acquired (I) is not entitled to exercise its rights under Section 2.4 because (a) the number of Subject Securities proposed to be Transferred is less than 50% of the Subject Securities at the time held by the JWC Holders, (b) the JWC Holders do not then hold the Required Share Ownership or (c) the Stockholder Approval required pursuant to Section 2.4(d) is not obtained or (II) is entitled to exercise its rights under Section 2.4, but determines not to do so (the exercise of the option granted herein ("SharesROFR OFFERING HOLDER"), Employee receives a bona fide offer to purchase any or all of such ROFR Offering Holder's Subject Securities, other than unexercised stock options (such Subject Securities, the "ROFR TRANSFER SECURITIES"), from any Third Party, other than to a Permitted Transferee (such Third Party, the "ROFR OFFEROR"), and (B) such ROFR Offering Holder wishes to accept such offer (a "ROFR TRANSFER OFFER"), and if such sale would otherwise be permitted under this Agreement, then the ROFR Offering Holder shall deliver cause the ROFR Transfer Offer to be reduced to writing and shall provide a notice containing the offer to purchase specified below (the "ROFR TRANSFER NOTICE") to the Company written notice and each of his intention the Institutional Holders. The ROFR Transfer Notice shall be accompanied by a true and correct copy of the ROFR Transfer Offer (which shall identify in reasonable detail all material terms, including, but not limited to, the ROFR Offeror, the ROFR Transfer Securities, the price contained in the ROFR Transfer Offer and all of the other material terms and conditions of the ROFR Transfer Offer). The ROFR Transfer Notice shall constitute an irrevocable offer to transfer such Shares sell any or all of the ROFR Transfer Securities to the Company and to the Institutional Holders within 30 days of receipt by the Company of the ROFR Transfer Notice (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleROFR OFFER PERIOD"). The Notice for a Negotiated Sale shall state During the name and address ROFR Offer Period, subject to the limitation in the next sentence, any combination of the proposed transferee, Company and/or the number Institutional Holders will have the right and option to purchase all of Shares the ROFR Transfer Securities at a price equal to be transferred, the price per Share, contained in the ROFR Transfer Offer and upon the other same terms of such transferas contained in the ROFR Transfer Offer. The Notice for a Market Sale shall state During the expected date first 15 days of the proposed sale and ROFR Offer Period (the number of Shares to be sold. For thirty (30) days following delivery of the Notice"COMPANY EXCLUSIVE FIRST REFUSAL PERIOD"), the Company shall have the exclusive right and option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at ROFR Transfer Securities. If the price and terms stated ROFR Offering Holder is an Institutional Holder, then such Institutional Holder's nominee(s) on the Board of Directors shall not participate in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day vote with respect to whether the Company exercises will exercise its option, less five (5) percentrights under this Section 2.2(a). Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on Following the expiration of the Company's option Company Exclusive First Refusal Period, if the Company has not opted to purchase all of the ROFR Transfer Securities, the Company and any combination of the Institutional Holders (pro rata in accordance with the respective Common Stock Equivalents at the time held by the Institutional Holders so exercising their rights under this Section 2.2(a)) may elect to purchase all of the ROFR Transfer Securities; provided that if any such Institutional Holder fails to purchase all or a portion of the shares of ROFR Transfer Securities which such Institutional Holder may purchase pursuant to this Section 2.2(a), then the other Institutional Holders so exercising their rights under this Section 2.2(a) shall be entitled to purchase such Sharesshares of ROFR Transfer Securities (pro rata in accordance with the respective Common Stock Equivalents at the time held, be sold or as otherwise agreed, by such Institutional Holders). For the avoidance of doubt, unless the ROFR Offering Holder shall have consented to the proposed transferee at purchase of less than all of the price ROFR Transfer Securities by the Company and/or the Institutional Holders, neither the Company nor any Institutional Holders, nor any combination of the Company and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject any Institutional Holders may purchase any ROFR Transfer Securities pursuant to the notice and option foregoing provisions unless all of this Section 11. The certificate evidencing the ROFR Transfer Securities are to be so purchased (whether by the Company, the Institutional Holders, or any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11combination thereof).

Right of First Refusal. If Employee Except for transfers described in ---------------------- Section 6.4, if any Person desires to transfer any shares of common stock which he has acquired pursuant to the exercise or all of the option granted herein ("Shares")interest in the Partnership owned by him, Employee shall deliver or if any such interest becomes subject to the Company written notice of his intention to an involuntary transfer such Shares Person (the "NoticeTransferor") together with either a copy of a signed will so notify the Partnership and binding offer by the proposed transferee other Partners in writing (a the "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleOther Partners"). The Notice for a Negotiated Sale shall state notice will set forth the name and address of the proposed transferee, who, in the number case of Shares to a sale, must be transferreda bona fide prospective purchaser, the date of the proposed transfer, the proposed transfer price per Share, (in terms of a dollar amount) and the other terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the proposed sale transfer. For a period of 60 days after receipt of such notice, the Partnership may purchase some or all of the offered interest by giving written notice to the Transferor. If the Partnership does not elect to purchase the entire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Other Partners shall have the option 45 days after expiration of such 60-day period to purchase all (all, but not less than all) , of the Shares interest that the Partnership did not elect to purchase. Such purchase by the Other Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase his proportion of such interest, the remaining Other Partners may purchase such interest in proportion to their interests in the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the interest to be transferred). If all of the remaining interest proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall transferred is not agreed to be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company mayOther Partners, for a period of sixty (60) days commencing on the expiration Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the terms of the Company's option to purchase such Shares, be sold notice given to the proposed transferee at Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the price parties hereto (or all parties except the transferor) setting forth restrictions on transfer and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject other provisions for repurchase identical to the notice and option provisions of limitations imposed by this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Agreement.

Right of First Refusal. Subject to Section 3.3(d) above, if Optionor receives a bona fide good faith offer from an unaffiliated third party (herein, an “Offeree”) to purchase the entire Property, including, without limitation, in connection with Optionor’s effort to market the Property for sale in accordance with Section 6 hereof (the “Offer”) at any time during the “ROFR Term” (as defined below), then, subject only to Optionee’s right of first refusal contained in this Section 4, Optionor shall have the right to convey the Property to such Offeree during the term of this Agreement. If Employee Optionor desires to transfer any shares of common stock accept the Offer form such Offeree, Optionor shall first give written notice (the “ROFR Notice”) thereof to Optionee (the date the ROFR Notice is received by Optionee is referred to as the “Notice Date”), which he has acquired pursuant to ROFR Notice shall include the exercise name of the option granted herein ("Shares")Offeree, Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into purchase price for the public market at Fair Market Value at Property and the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address other material economic terms of the proposed transfereetransfer (collectively, the number of Shares to be transferred, the price per Share, and the other terms of such transfer“Acquisition Terms”). The Notice for a Market Sale Optionee shall state the expected date of the proposed sale and the number of Shares to be sold. For have thirty (30) days following delivery of from the Notice, the Company shall have the option Notice Date to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of give written notice to Employee within such thirty Optionor (30the “OP Notice”) day period. Any Shares not purchased by of its election to acquire the Company mayProperty for the same purchase price and on substantially the same Acquisition Terms; provided that, for a period at the election of sixty (60) days commencing on the expiration Optionee, all or any portion of the Company's option to purchase such Shares, be sold price payable to the proposed transferee at Xxxxxx Parties may be paid by delivering to the price Xxxxxx Parties that number of OP Units with a Market Value equal to the cash consideration payable to the Xxxxxx Parties. Notwithstanding anything to the contrary in this Agreement, from and upon after Optionee’s receipt of any such ROFR Notice, Optionee shall not have the terms specified right to exercise its Option pursuant to Section 3 hereof, except as otherwise provided below. If Optionee fails to make such election on a timely basis, Optionee’s rights under this Section 4 shall expire and be of no further force or effect; provided, however, that such rights under this Section 4,and Optionee’s right to exercise its Option pursuant to Section 3 hereof, shall each be revived and reinstated in favor of Optionee in the Notice. Shares event Optionor has not, within 180 days following the Notice Date, consummated the transaction with the applicable Offeree on terms which are not transferred by Employee within such sixty (60) day period shall again become subject generally as good or more favorable to Optionor than the notice and option provisions of this Section 11Acquisition Terms offered to Optionee. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to term of the right of first refusal set forth contained in this Section 114 shall commence upon the IPO Closing Date and shall continue until the earlier of (i) the date this Agreement terminates pursuant to Section 7 below and (ii) the expiration of the Option Term (the “ROFR Term”).

Right of First Refusal. (i) In addition to the restrictions on transfer set forth in Section 4.04(a), neither Purchaser nor any Permitted Transferee (a "Seller") shall sell any Preferred Shares or any Rights unless it has complied with the provisions of this Section 4.04(c) prior to such sale. If Employee a Seller desires to transfer sell any shares of common stock which he has acquired pursuant to Preferred Shares or any Rights, the exercise of the option granted herein ("Shares"), Employee Seller shall deliver written notice to the Company written notice (a "Sale Notice") setting forth the number of his intention Preferred Shares or Rights proposed to transfer such Shares be sold (the "NoticeSale Securities") together with either a copy of a signed and binding offer by the proposed transferee material terms (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, including the price per SharePreferred Share or per Right, and as the other terms of case may be, if the Preferred Shares or Rights are not then listed for trading on a national securities exchange or quoted on the Nasdaq National Market or actively traded in the over-the-counter market) on which the Seller proposes to sell such transferSale Securities. The Notice Company may elect to purchase, or arrange for the purchase by a Market Sale shall state designated purchaser (the expected date of the proposed sale and the number of Shares to be sold. For thirty (30"Designated Purchaser") days following delivery of the Noticeof, the Company shall have the option to purchase all (but not less than all) all of the Shares proposed Sale Securities covered by such Sale Notice by delivering written notice (a "Purchase Notice") to be sold by Employee at the price and terms stated in the Notice. In the event of a Market SaleSeller, such purchase price shall be the Fair Market Value within 10 days following its receipt of the Shares on Sale Notice, specifying a date for the day closing of the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased purchase by the Company mayor the Designated Purchaser of the Sale Securities (the "Sale Closing Date"), which date shall be not less than 10 nor more than 30 days following the date of the Purchase Notice and which Purchase Notice shall indicate that there are no conditions or requirements for a period the purchase by the Company or the Designated Purchaser of sixty (60) days commencing all of the Sale Securities on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Sale Closing Date.

Right of First Refusal. If Employee desires No Member shall have the right to transfer voluntarily sell, assign, transfer, alienate, mortgage, pledge or otherwise dispose of or encumber all or any shares part of common stock which he has acquired his or her Membership Interest or Governance Rights (other than Financial Rights pursuant to the exercise of the option granted herein Section 11.2) to any person or entity ("Shares"), Employee shall deliver other than to the Company written notice of his intention pursuant to transfer such Shares Section 10.1) without said Member (the "NoticeTransferor") together with either a copy first offering to sell such interest (the "Offered Interest") to the Company as follows: 11.3.1 The Transferor shall deliver written notice ("Notice of a signed and binding offer by the proposed transferee (a "Negotiated Proffered Sale") to the Company, which notice shall include the name of the prospective transferee and the price and terms upon which such assignment or a statement that such Shares are other disposition is to be sold into made. 11.3.2 The Company shall have an option to purchase the public market at Fair Market Value Offered Interest at the time price and on the terms set forth in the Notice of sale (a "Market Proferred Sale"). The Notice for a Negotiated Sale , which option shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For exercisable within thirty (30) days following delivery the receipt of said Notice by giving written notice of acceptance of such offer ("Notice of Acceptance") to the Notice, Transferor. 11.3.3 The Members shall determine whether or not the Company shall have decline to exercise its option or accept exercise its option and provide the option to purchase all (but not less than all) Notice of the Shares proposed to be sold by Employee at the price and terms stated in the NoticeAcceptance. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day 11.3.4 If the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery declines to accept the Notice of written notice to Employee Proffered Sale within such said thirty (30) day period. Any Shares , the Transferor may consummate the proposed assignment or other disposition of the Offered Interest to the prospective transferee upon the terms and conditions stated in the Notice of Proffered Sale; provided, however, if the proposed assignment or other disposition is not purchased by consummated within ninety (90) days after the close of the thirty (30) day period referenced in section 11.3.2, the Transferor shall have no right to transfer the Offered Interest without again offering to the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth said Offered Interest as provided in this Section 11.section 11.3. 11.4

Right of First Refusal. If Employee desires (a) If, at any time after the date hereof until the fifth anniversary hereof, the Company proposes to transfer any issue (an "Offer") shares of common stock which he has acquired Common Stock or other equity securities of the Company, other than (i) pursuant to a proposed underwritten public offering of Common Stock by the exercise of the option granted herein Company or ("Shares"), Employee shall deliver ii) on terms no less favorable to the Company than could be obtained from a non-affiliated third party, the Company shall, not less than 45 days prior to the anticipated closing of such sale or transfer, give written notice of his intention to transfer such Shares (the "Sale Notice") together with either a copy to the holders of a signed the Series B Preferred Stock and binding offer by the holders of the Series A Preferred Stock (together, the "Option Holders") of such proposed sale or transfer. The Sale Notice shall (i) specify the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transfereepurchaser thereof, the number of Shares shares to be transferredissued, the price per Shareamount and type of consideration to be received therefor, and the other material terms on which the Company proposes to issue the Common Stock or other equity securities, (ii) contain an offer by the Company to sell to the Option Holders all of such transfer. The Notice for a Market Sale shall state shares of Common Stock or other equity securities on the expected date same terms as the Offer (the "First Refusal Offer"), and (iii) indicate the appraised value of the any non-cash consideration proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of paid in the NoticeOffer; provided, that, if any non-cash consideration is to be received by the Company pursuant to the Offer, the Company Option Holders shall have the option right to purchase all (but not less than all) pay in cash the appraised value of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day periodnon-cash consideration. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued appraisal or valuation required pursuant to this option Section shall bear be prepared by a restrictive legend stating that such shares are subject nationally-recognized independent appraiser mutually acceptable to the right of first refusal set forth Company and the Option Holders and shall be submitted in this Section 11writing and addressed to the Company and the Option Holders.

Right of First Refusal. If Employee desires any Shareholder (in this Section 8 called the “Selling Shareholder”) wishes to transfer sell any shares or all of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares")his, Employee shall deliver to the Company written notice of his intention to transfer such her or its Shares (the "Notice"“Offered Shares”), the Selling Shareholder shall first deliver to all other Shareholders (in this Section 8 called “Other Shareholders”) together an offer in writing to sell his, her or its Offered Shares to the Other Shareholders in accordance with either a copy of a signed and binding their Pro Rata Proportions (the “Offer”). The Offer shall be deemed to be an irrevocable offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are Selling Shareholder to be sold into the public market at Fair Market Value at Other Shareholders to sell all the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Offered Shares to be transferred, the Other Shareholders at the price per ShareShare and upon the terms and conditions as contained in the Offer. Any of the Other Shareholders who want to accept the Offer shall give notice of acceptance in writing to the Selling Shareholder within fifteen (15) Business Days from the receipt of the Offer. The Other Shareholders are not entitled to purchase any amount of the Offered Shares less than their respective Pro Rata Proportion of the Offered Shares as set forth in the Offer. The failure by an Other Shareholder to deliver a notice of acceptance to the Selling Shareholder within the fifteen (15)-Business Day period described in this Section 8(1) shall be deemed to be a rejection of the Offer. If, and upon expiry of the other terms fifteen (15)-Business Day period described in this Section 8(1), all or some of the Other Shareholders have not provided written notice that they have accepted the Offer, the Selling Shareholder shall, to the extent of the Offeror’s Shares not so purchased, be free to complete the sale of such transfer. The Notice for Shares with an Arm’s Length third party purchaser within a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a further period of sixty (60) days commencing days, subject to (i) the requirement that such sale be on the expiration of the Company's option to purchase such Shares, be sold terms no more favourable to the proposed transferee at the price and upon Arm’s Length third party purchaser than the terms specified offered by the Selling Shareholder to the Other Shareholders as set forth in the NoticeOffer, and (ii) the condition precedent that the Arm’s Length third party purchaser shall first have executed and delivered a binding adoption agreement with the other Shareholders as provided in Section 18(10). Shares which are If the Selling Shareholder does not transferred by Employee complete the sale to the Arm’s Length third party purchaser within such the further sixty (60) day period 60)-day period, such Shares shall again become subject to the notice and option provisions of this Section 118(1). The certificate evidencing any shares issued All transfers of Shares pursuant to this option Section 8(1) shall bear be completed on a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11good faith, bona fide basis.

Right of First Refusal. If Employee In the event, at any time after the ---------------------- date of this Agreement, any Purchaser or its transferee desires to sell or transfer in any manner any shares of common stock which he has acquired pursuant to the exercise Series B Preferred Stock purchased hereunder (or any shares of the option granted herein ("Shares")Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a person or entity which is not a Restricted Party, Employee it shall deliver first offer such shares for sale to the Company at substantially the same price, and upon substantially the same terms (or terms as similar as reasonably possible) upon which it is proposing or is to dispose of such shares; provided that a Purchaser may transfer all or part of its shares of Series B Preferred Stock (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a Permitted Fund Transferee or Transferees without first making such offer to the Company. Said right of first refusal shall be provided to the Company for a period of fifteen (15) days following receipt by the Company of written notice of his intention to transfer such Shares (the "Proposed Transfer Notice") together with either a copy of a signed and binding offer by the Purchaser of the terms and conditions of said proposed transferee (a "Negotiated Sale") sale or a statement that transfer and the name, address and phone number of each proposed buyer or transferee. The Company may exercise such Shares are right of first refusal as to all, or some portion which is less than all, of the shares proposed to be sold into transferred by notifying the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per SharePurchaser in writing within such fifteen day period, and the other terms of paying such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For Purchaser within thirty (30) days following delivery receipt by the Company of the Notice, Proposed Transfer Notice the relevant consideration therefor. If the Company shall have and its assigns do not complete the option to purchase all of shares of Series B Preferred Stock (but not less than all) or any shares of the Shares proposed to be sold by Employee at the price and terms stated Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) identified in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Proposed Transfer Notice within such thirty (30) day period. Any Shares not purchased days following receipt by the Company mayof the Proposed Transfer Notice, for the Purchaser may sell or transfer such shares in accordance with the terms and conditions set forth in the Proposed Transfer Notice to the person or entity identified in the Proposed Transfer Notice. If the Purchaser desires to sell or transfer in any manner such shares either (i) upon terms and conditions which are different than those specified in the Proposed Transfer Notice or to a period of person or entity other than the person or entity identified in the Proposed Transfer Notice or (ii) more than sixty (60) days commencing on the expiration of after the Company's option to purchase such Sharesreceipt of the Proposed Transfer Notice, be sold to then the proposed transferee at Purchaser shall comply with the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing 4.2(b) again prior to effecting any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11sale or transfer.

Right of First Refusal. If Employee desires In the event that during the Term, ART shall desire to transfer sell or otherwise dispose (other than a pledge or a grant of a lien or security interest) of any shares Shares to a third Person other than an Affiliate of common stock which he has acquired pursuant to the exercise of the option granted herein ART at below Fair Market Value ("SharesProspective Sale"), Employee shall deliver to the Company then ART shall, unless prohibited by Applicable Law, promptly give written notice of his intention to transfer such Shares the Prospective Sale (the "Notice") together with either a copy Notice of a signed and binding offer by the proposed transferee (a "Negotiated Prospective Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")Principals. The Notice for a Negotiated of Prospective Sale shall state the name set forth all material terms and address conditions of the proposed transfereeProspective Sale (including, without limitation, the number identity of the third Person, if any), and shall constitute an offer by ART to sell such Shares to be transferred, the price per Share, Principals upon the same terms and conditions set forth in the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale Prospective Sale. Upon receipt of the Notice of Prospective Sale from ART and the number of Shares to be sold. For thirty at any time within Thirty (30) days following delivery of the Noticethereafter ("Election Period"), the Company Principals shall have the option right to elect in writing (upon notice to ART) ("Election") to purchase all such Shares upon the same terms and conditions contained in the Notice of Prospective Sale (but not less than all"Right of First Refusal"), and if the Principals make an Election, the Principals shall have a period of Ninety (90) days after the Election to purchase such Shares from ART. The purchase and sale of such Shares shall be consummated by the Principals' payment to ART of the aggregate amount of the cash portion of the purchase price of such Shares proposed (adjusted to account for any amounts ART is required to pay the Principals pursuant to Section 2.1) by wire transfer of immediately available funds to an account designated by ART and by delivery to ART to the non-cash portion of such purchase price, if any, free and clear of all liens and encumbrances of any kind, upon ART's delivery to the Principals of certificates representing the Shares to be sold purchased, duly endorsed in blank and in proper form for transfer to the Principals, free and clear of any liens and encumbrances of any kind created by Employee at the price and terms stated in the NoticeART. In the event event: (a) the Principals decline to purchase such Shares by notice in writing to ART during the Election Period; (b) the Principals fail to notify ART within the Election Period of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option election to purchase such Shares; or (c) the Principals give ART notice of its Election to purchase such Shares during the Election Period but the Principals and ART fail to consummate such purchase and sale as provided above; then, in any one of such events, ART shall have the right to consummate the Prospective Sale to a third Person (which, in the event the identity of a third Person is set forth in the Notice of Prospective Sale, shall be sold to the proposed transferee at the price and such third Person), upon the terms specified and conditions set forth in the Notice. Shares which are not transferred by Employee Notice of Prospective Sale, but at a price per Share equal to or greater than the price per Share set forth in the Notice of Prospective Sale, but only if the Prospective Sale is consummated within such sixty a further One Hundred Eighty (60180) day period shall again become subject following the latest to occur of the notice and option provisions of this Section 11events referred to in clauses (a) through (c) above. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that If such shares are subject to Prospective Sale is not consummated within said further One Hundred Eighty (180) day period, the right of first refusal Right Of First Refusal set forth in this Section 11.2.4 shall again apply. ARTICLE 3

Right of First Refusal. If Employee desires The provisions of this Section 3.4 shall apply in the event the parties have received an offer for the acquisition of MicroCor that InMedica and Chi Lxx xxxx approved and intend to transfer any accept (an "Acquisition Offer"). An Acquisition Offer must be a bona fide offer from a qualified third party to (i) purchase all of the outstanding MicroCor Stock, (ii) purchase all or substantially all the assets of MicroCor, or (iii) merge or otherwise combine MicroCor with one or more entities upon the consummation of which the holders of MicroCor Stock immediately prior thereto would hold less than 50% of the shares of common the voting stock which he has acquired pursuant to or other ownership interests in the exercise surviving entity. The value equivalent in the case of a merger or combination or where the option granted herein ("Shares")consideration is other than cash as set forth in the Acquisition Offer must be supported by a fairness opinion rendered by a recognized business valuation expert. Upon the receipt of an Acquisition Offer, Employee shall deliver to the Company InMedica and Chi Lxx xxxxl give Wescor written notice of his intention to transfer such Shares (the "Acquisition Offer Notice") together with either thereof and of their intent to accept the Acquisition Offer. InMedica and Chi Lxx xxxxby grant Wescor a copy right of a signed and binding offer by first refusal (the proposed transferee (a "Negotiated SaleFirst Refusal Right") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed MicroCor Stock held by both InMedica and Chi Xxx. Xxy First Refusal Right shall exist from the date the Acquisition Offer Notice is delivered to be sold by Employee at the price Wescor and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of expire sixty (60) days commencing on thereafter. To exercise a First Refusal Right, Wescor shall, prior to its expiration, give InMedica and Chi Lxx xxxxten notice (the expiration "Exercise Notice") of Wescor's intent to exercise the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11First Refusal Right. The certificate evidencing any shares issued pursuant to this option terms of such First Refusal Right shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11.be as follows:

Right of First Refusal. If The Company is hereby granted the right of first refusal (the "First Refusal Right"), exercisable in connection with any proposed sale or other transfer of the Shares as to which the transfer prohibition set forth in Section 2 above shall have lapsed. For purposes of this Section 5, the term "transfer" shall include any assignment, pledge, encumbrance, or other disposition for the value of the Shares intended to be made by the Employee. In the event the Employee desires to transfer accept a bona fide third-party offer for any shares of common stock which he has acquired pursuant to the exercise or all of the option granted herein Shares (the shares subject to such offer to be hereinafter called, solely for the purpose of this Section 5, the "Target Shares"), such offer may be accepted only in accordance with the provisions of this Section 5, and only after the Employee has promptly (i) delivered to the Secretary of the Company written notice (the "Disposition Notice") of the offer and the basic terms and conditions thereof, including the proposed purchase price and (ii) provided satisfactory proof that the disposition of the Target Shares to the third-party offeror would not be in contravention of the provisions set forth in this Agreement, and, that such third-party offeror (including any parent company, subsidiary, division, joint venture, or other affiliate thereof) is not engaged in any business or activity (including any announced business or activity) which directly or indirectly competes with the products or services of the Company, as the Company shall determine in its reasonable discretion. The Company (or its assignees) shall, for a period of thirty (30) days following receipt of the Disposition Notice, have the right to repurchase not less than all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to Employee prior to the expiration of the thirty (30) day exercise period. If such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of the Target Shares, including payment of the purchase price, not more than five (5) business after the delivery of the Exercise Notice; and at such time the Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by certificates representing the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Target Shares to be transferredrepurchased, the price per Share, and the other terms of such each certificate to be properly endorsed for transfer. The Notice for a Market Sale Target Shares so purchased shall state the expected date thereupon be canceled and cease to be issued and outstanding shares of the proposed sale Company's Common Stock. Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company (or it assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Employee and the number Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of Shares the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Employee and the Company (or its assignees), or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the Employee and the Company. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made. In the event the Exercise Notice is not given to be sold. For Employee within thirty (30) days following delivery the date of the Company's receipt of the Disposition Notice, the Company Employee shall have the option a period of thirty (30) days thereafter, in which to purchase all (but not less than all) sell or otherwise dispose of the Target Shares proposed upon terms and conditions (including the purchase price) no more favorable to be sold by the third-party Employee at the price and terms stated than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of this Agreement. In the event of a Market Sale, such purchase price shall be the Fair Market Value Employee does not sell or otherwise dispose of the Target Shares on within the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such specified thirty (30) day period, the Company's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Employee until such right lapses in accordance with Section 5(g). Any In the event of any stock dividend, stock split, recapitalization or other transaction affecting the Company's outstanding Common Stock as a class effected without receipt of consideration, then any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Target Shares not purchased by shall be immediately subject to the Company may, for a period Company's First Refusal Right hereunder. The First Refusal Right under this Section 5 shall lapse and cease to have effect upon the earliest to occur of sixty (60i) days commencing the first date on the expiration which shares of the Company's option Common Stock are held of record by more than five hundred (500) persons, (ii) a determination is made by the Company's Board of Directors that a public market exists for the outstanding shares of the Company's Common Stock or (iii) a firm commitment underwritten public offering pursuant to purchase such Sharesan effective registration statement under the Securities Act, be sold to covering the proposed transferee at offer and sale of the price and upon the terms specified Company's Common Stock in the Noticeaggregate amount of at least $7,500,000. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to However, the notice and option market stand-off provisions of this Section 11. The certificate evidencing any shares issued pursuant 8 shall continue to this option shall bear a restrictive legend stating that such shares are subject to remain in full force and effect following the right lapse of first refusal set forth in this Section 11the First Refusal Right hereunder.

Right of First Refusal. If Employee In the event that a Holder desires at any time to sell or otherwise transfer all or any shares of common stock which he has acquired pursuant to the exercise part of the option granted herein ("Shares")Shares issued under this Plan then held by such Holder, Employee the Holder first shall deliver give written notice to the Company written notice of his intention to transfer make such transfer. Such notice shall state the number of Shares which the Holder proposes to sell (the "Notice") together with either a copy of a signed “Offered Shares”), the price and binding offer by the terms at which the proposed transferee (a "Negotiated Sale") or a statement that such Shares are sale is to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state made and the name and address of the proposed transferee, . At any time within 30 days after the number of Shares to be transferred, the price per Share, and the other terms receipt of such transfer. The Notice for a Market Sale shall state notice by the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the NoticeCompany, the Company shall have the option or its assigns may elect to purchase all (but not less than all) or any portion of the Offered Shares proposed to be sold by Employee at the price and on the terms stated offered by the proposed transferee and specified in the Noticenotice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 10.1, the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event of a Market Sale, that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price shall be within such 45-day period, the Fair Market Value of Holder may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the day same terms as specified in the Company exercises its option, less five (5) percentHolder’s notice. Such option Any Shares purchased by such proposed transferee shall no longer be exercisable by delivery subject to Article 10 of written notice to Employee within this Plan and such thirty (30) day periodtransferee shall not be considered a Holder hereunder. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become remain subject to the notice and option provisions Article 10 of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Plan.

Right of First Refusal. If Employee desires (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to transfer sell all or any shares of common stock which he has acquired the Warrants granted to the Perpetual Trustee Company Limited, in its capacity as former trustee of WAT ("PTCL"), pursuant to the exercise Subscription Agreement and Plan or Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the option granted herein Public Offering (together, the "SharesCompany Warrants"), Employee pursuant to a bona fide offer for the purchase thereof, the Seller shall deliver to the Company written give notice of his intention to transfer such Shares (the "Notice") together with either to WHL (the "Offeree") in writing to such effect, enclosing a copy of a signed and binding such bona fide offer by (it being agreed that the proposed transferee (a "Negotiated Sale") or a statement that Seller shall cause any such Shares are offer to be sold into reduced to writing) and specifying the public market at Fair Market Value at portion of the time of sale Company Warrants which the Seller desires to sell (a the "Market SaleSeller's Warrant"). The Notice for a Negotiated Sale shall state , the name and address of the proposed transferee, person or persons to whom the number of Shares Seller desires to be transferred, the price per Share, and the other terms of make such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number dollar value of Shares to be soldthe consideration which has been offered in connection therewith. For thirty (30) days following delivery Upon receipt of the Notice, the Company Offeree initially shall have the first right and option to purchase up to all (but not less than all) of the Shares proposed to be sold by Employee Seller's Warrant, for cash at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be equal to the Fair Market Value dollar value of the Shares on the day the Company exercises its optionsuch consideration, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) 30 days commencing on from the expiration date of receipt of the CompanyNotice (the "Expiration Date"). Failure of the offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of Seller's Warrant under this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 113."

Right of First Refusal. If Employee desires (a) If, at any time after the fifth anniversary of the Purchase Date and prior to transfer a Public Offering (as defined below), the Purchaser receives a bona fide offer to purchase any or all of his shares of common stock Stock (an "Offer") from a third party (an "Offeror") which he has acquired pursuant the Purchaser wishes to accept, the Purchaser shall cause such Offer to be reduced to writing and shall notify the Company in writing of his wish to accept such Offer. The Purchaser's notice shall contain an irrevocable offer to sell such shares of Stock to the exercise of Company, (in the option granted herein ("Shares"), Employee shall deliver manner set forth below) at a purchase price equal to the Company written notice of his intention to transfer price contained in, and on the same terms and conditions of, such Shares (the "Notice") together with either Offer, and shall be accompanied by a true copy of a signed and binding offer by such Offer (which shall identify the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"Offeror thereof). The Notice for a Negotiated Sale shall state At any time within 45 days after the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and receipt by the number of Shares to be sold. For thirty (30) days following delivery Company of the NoticePurchaser's notice described above, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Purchaser. If at the end of such 45 day period, the Company has not tendered the purchase all (but price for such shares in the manner set forth above, the Purchaser may during the succeeding 30 day period sell not less than all) all of the Shares proposed shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Purchaser than those contained in the Offer. No sale may be made to any Offeror unless such Offeror agrees in writing with the Company to be sold bound by Employee the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after any such sale to an Offeror, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value end of the Shares on the 30 day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on following the expiration of the Company's option 45 day period during which the Company may elect to purchase the Stock, the Purchaser has not completed the sale of such Sharesshares of Stock as aforesaid, be sold to all the proposed transferee at the price restrictions on sale, transfer and upon the terms specified assignment contained in the Notice. Shares which are not transferred by Employee within such sixty (60) day period this Agreement shall again become subject be in effect with respect to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Stock.

Right of First Refusal. If Employee desires In the event that after September 30, 2002, a Limited Partner or Note Investor (a "Selling Party") proposes to transfer all or a portion of its Limited Partnership Interest or Convertible Notes to any shares of common stock which he has acquired third party, other than in accordance with Section 8.2(c) or (d), pursuant to a bona fide offer, such Selling Party will provide notice of such proposed transfer (including the exercise identity of the option granted herein proposed purchaser of such interest, the amount of interests or Convertible Notes proposed to be transferred and the proposed terms thereof) (the "SharesTransfer Notice"), Employee shall deliver at least fifteen (15) Business Days prior to the Company written notice proposed transfer, to each other Limited Partner and Note Investor, whereupon each other Limited Partner and Note Investor shall have the right to purchase, at the same price and upon the same terms and conditions set forth in the Transfer Notice, a pro rata portion of his intention such interest or Convertible Note based upon such Limited Partner's or Note Investor's portion of the Percentage Interests (determined on an as-converted basis with respect to transfer holders of the Convertible Notes) held by all Limited Partners and Note Investors other than the Selling Party. Except as set forth in the next sentence, the purchase price shall be payable in cash. In the event that the Transfer Notice specifies the payment of consideration other than cash, the purchase price for purposes of this Section 8.2(a) shall either be (x) the cash equivalent of such Shares consideration, determined by General Partner in good faith or (y) to the "extent the participating Limited Partner or Note Investor elects, the same type and amount of non-cash consideration that is proposed to be paid as described in the Transfer Notice") together with either a copy of a signed and binding . The Transfer Notice shall constitute an irrevocable offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are Selling Party to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares sell to be transferred, the price per Share, and the other terms of Limited Partners and Note Investors such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee interests or Convertible Notes at the price and on the terms stated as contained in such Transfer Notice. Each Limited Partner or Note Investor desiring to participate in such purchase shall provide the Selling Party and each other Limited Partner and Note Investor notice of its agreement to participate (the "Participation Notice") within ten (10) Business Days of receipt of the Transfer Notice specifying such participation and whether and the extent to which such Limited Partner or Note Investor wishes to acquire any remaining, unallocated portion of the proposed transfer (the "Unallocated Portion"). In the event that one or more of the other Limited Partners or Note Investors do not provide a timely Participation Notice, the Unallocated Portion shall be allocated in pro rata proportion to the Percentage Interest (after giving effect to the conversion of the Convertible Notes) held by each of the Limited Partners and Note Investors who submits a Participation Notice to the extent of such Limited Partner's or Note Investor's indicated willingness to acquire any Unallocated Portion as provided in such Limited Partners' or Note Investor's Participation Notice. The Participation Notice shall be deemed to be an irrevocable commitment to purchase from the Selling Party, at the price (or the cash equivalent thereof) and on the terms as contained in the Transfer Notice, the amount of the interests or Convertible Notes that such Limited Partner or Note Investor specifies in the Participation Notice. In the event that the Limited Partners or Note Investors are not willing to purchase all of a Market Salethe interests or Convertible Notes offered pursuant to the Transfer Notice, such and the amount of interests which the Selling Party has offered to sell pursuant to the Transfer Notice less the amount of interests or Convertible Notes the Limited Partners and Note Investors are willing to accept is less than the minimum amount of interests or Convertible Notes which the offeror is willing to purchase price pursuant to the bona fide offer described in the Transfer Notice, then the Limited Partners and Note Investors shall be deemed to have rejected the Fair Market Value offer contained in the Transfer Notice in its entirety and the Selling Party shall be permitted to proceed with the sale described in the Transfer Notice. In the event that the Limited Partners and Note Investors shall have accepted all or part of the Shares interests or Convertible Notes offered pursuant to the Transfer Notice (and shall not have been deemed to have rejected the offer in its entirety as described in the immediately preceding sentence), then the Selling Party shall sell to such Limited Partners and Note Investors such interests or Convertible Notes as have been accepted by such Limited Partners and Note Investors as specified in such Limited Partner's or Note Investor's Participation Notice on the day terms contained in the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day periodTransfer Notice. Any Shares interests or Convertible Notes not purchased by sold to the Company mayLimited Partners or Note Investors pursuant to the preceding sentence may be sold to a third party, for including the original offeror, at a period of sixty price not lower than, and on such other terms and conditions not more favorable to such third party than, those contained in the original Transfer Notice, at any time within one hundred eighty (60180) days commencing on after the expiration of the Company's option to purchase such Shares, be sold to offer required by this Section 8.2(a). In the proposed transferee at event the price and upon the terms specified in the Notice. Shares which interests or Convertible Notes are not transferred by Employee within the Selling Party on such sixty terms during such one hundred eighty (60180) day period period, the restrictions of this Section 8.2(a) shall again become subject applicable to any transfer of interests or Convertible Notes by the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Selling Party.

Right of First Refusal. If Employee (a) In the event that a member of the Verizon Shareholder Group desires to transfer any shares of common stock which he has acquired pursuant to make a Verizon Subject Transfer, or in the exercise event that a member of the option granted herein Vodafone Shareholder Group desires to make a Vodafone Subject Transfer (each such member of the Verizon Shareholder Group and the Vodafone Shareholder Group in such circumstance a "Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "NoticeTransferring Shareholder") together (i) it must have received, prior to making or agreeing to make such Transfer, a bona fide written offer for such Series A Shares from a Person not Affiliated with either such Transferring Shareholder or (ii) it must have irrevocably decided to make a copy sale of a signed and binding offer by the proposed transferee (a "Negotiated Sale") such Series A Shares in one or a statement that more public securities markets on which such Series A Shares are to be sold into the public market at Fair Market Value at the time of sale traded (a "Market Sale") and, before making or agreeing to make such Transfer, shall give notice to each member of the Verizon Shareholder Group, in the case of a Vodafone Subject Transfer, or to each member of the Vodafone Shareholder Group, in the case of a Verizon Subject Transfer (such intended recipient or recipients of such notice are referred to as the "Offeree Shareholders", whether one or more) and to the Corporation of the number of Series A Shares proposed to be Transferred (the "Offered Shares"). The Notice for a Negotiated Sale shall state the name and address , of the proposed transfereetransferee thereof (or, in the case of a proposed Market Sale, that a Market Sale is intended) and of the price and all other material terms and conditions of the proposed Transfer (such notice shall include a copy of any bona fide written offer and is hereinafter referred to as the "Offer Notice"); provided, however, that in the case of a Verizon Subject Transfer, the number of Shares Offer Notice shall also separately include a two percent (2%) premium on the purchase price to be transferred, paid by the price per Share, and Vodafone Shareholder Group in the other terms event it exercises its rights of such transferfirst refusal under this Section 6.4. The price specified in the Offer Notice for with respect to a Market Sale shall state be the expected date of average price at which the Series A Shares last traded during the preceding five trading days on the principal exchange or in the principal market on or in which such Market Sale is proposed sale and the number of Shares to be soldeffected (the "Market Price"). For thirty The Offer Notice shall constitute an irrevocable offer (30the "Right of First Refusal Offer") days following delivery subject to the provisions of this Article VI by the NoticeTransferring Shareholder to sell to the Offeree Shareholders (and their respective designates, the Company shall have the option to purchase if any) all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Offered Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this the Offer Notice or, at the option of the Offeree Shareholders (and such designates), pursuant to the all cash alternative purchase price established pursuant to Section 116.4(c) hereof.

Right of First Refusal. If Employee desires (a) Not later than two (2) months prior to transfer any shares proposed sale of common stock which he has acquired pursuant to the exercise direct or indirect ownership or control of substantially all of the option granted herein ("Shares")capital stock or assets of Davur, Employee Belmac or Bentley shall deliver to the Company written notice of his intention to transfer such Shares notify Teva in writing (the "Proposed Sale Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that its intention to effect such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")sale. The Proposed Sale Notice for a Negotiated Sale shall state include the name and address identity of the proposed transferee, the number of Shares to be transferred, the price per Share, third party purchaser and the other terms of such transferthird party offer price. The Notice for If the third party purchaser and Belmac or Bentley have entered into a Market Sale shall state the expected date of confidentiality agreement with regard to the proposed sale and transaction, Teva shall agree to a substantially similar confidentiality agreement prior to receiving the number of Shares Proposed Sale Notice. Teva shall thereupon have the option, exercisable in writing to be sold. For the entity which provided the Proposed Sale Notice (the "Exercise Notice") given within thirty (30) days following delivery of receipt of the Proposed Sale Notice, the Company shall have the option to purchase (i) cause Belmac to transfer to Davur all (but not less than all) of the Shares proposed rights, obligations, inventory, property rights, intellectual property, dossiers, marketing authorisations, samples and other materials, including without limitation brands, trademarks, customer lists, received by Belmac directly or indirectly from Teva or produced and developed by Belmac related to its performance or rights under the Other Agreements (collectively, the "Teva Assets"); and (ii) upon such transfer, purchase (directly or through its designee) all of the capital stock of Davur, free and clear of all liens, claims and encumbrances, upon the terms set forth below. If Teva does not deliver an Exercise Notice to Belmac within such 30-day period, Belmac and Davur shall be sold by Employee at free to proceed with the price and terms stated transaction specified in the Notice. In Proposed Sale Notice with the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, identified third party for a period of sixty six (606) days commencing on months and Teva shall have no further rights under this Article 2 related to such transaction. If the expiration of specified transaction does not close with the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee third party within such sixty six (606) day period month period, then all of Teva's rights shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11be reinstituted.

Right of First Refusal. If Employee desires to transfer If, at any shares time after the fifth anniversary of common stock which he has acquired pursuant the Purchase Date and prior to the exercise earlier of the option granted herein a Qualified Public Offering ("Shares"as defined in Section 7(i) below) or Change in Control (as defined in Section 17(b) below), Employee shall deliver the Purchaser receives a bona fide offer to the Company written notice purchase any or all of his intention to transfer such Shares (the "Notice"“Offer”) together with either from a third party (the “Offeror”) which the Purchaser wishes to accept, the Purchaser shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer. The Purchaser’s notice shall contain an irrevocable offer to sell such Shares to the Company, (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of a signed and binding offer by the proposed transferee Offer (a "Negotiated Sale") or a statement that such Shares are to be sold into which shall identify the public market at Fair Market Value at the time of sale (a "Market Sale"Offeror). The Notice for a Negotiated Sale shall state At any time within 45 days after the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and receipt by the number of Shares to be sold. For thirty (30) days following delivery Company of the NoticePurchaser’s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Shares covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser. If at the end of such 45 day period, the Company has not tendered the purchase all (but price for such shares in the manner set forth above, the Purchaser may during the succeeding 30 day period sell not less than all) all of the Shares proposed covered by the Offer to the Offeror at a price and on terms no less favorable to the Purchaser than those contained in the Offer. No sale may be made to any Offeror unless the Offeror agrees in writing with the Company to be sold bound by Employee the provisions of this Section 4 in connection with any resale by the Offeror. Promptly after such sale, the Purchaser shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value end of the Shares on the 30 day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on following the expiration of the Company's option 45 day period for the Company to purchase the Shares, the Purchaser has not completed the sale of such Shares as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11.

Right of First Refusal. If Employee desires In the event (and on each occasion) that prior to transfer the conversion of the Series A Preferred Stock, any Investor shall seek to sell its shares of common stock which he has acquired pursuant Series A Preferred Stock to the exercise any person or entity (other than (i) an affiliate of the option granted herein such Investor or another Investor or an affiliate of another Investor, or ("Shares"ii) any family member of an Investor or in connection with estate planning matters), Employee such Investor shall deliver to obtain a bona fide written offer from such person or entity and give the Company written notice (a "Sale Notice") describing the material terms of his intention such offer, including the identity of such person or entity and the proposed closing date. The Company shall have ten (10) business days from the date on which the Investor shall give the written Sale Notice to transfer agree to purchase all or any portion of such Shares shares of Series A Preferred Stock, upon the terms (other than the closing date) specified in the Sale Notice, by giving written notice (the "Purchase Notice") together to the Investor. If the Company agrees to purchase all or any portion of such shares in accordance with either the foregoing, the closing of such purchase shall occur on a copy of a signed and binding offer date chosen by the proposed transferee Company which is no later than the later of (a "Negotiated Sale"x) or a statement that such Shares are to be sold into the public market at Fair Market Value at closing date specified in the time of sale Sale Notice and (a "Market Sale"). The Notice for a Negotiated Sale shall state y) ten (10) business days from the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be soldPurchase Notice. For thirty (30) days following delivery of the Notice, If the Company shall have the option does not agree to purchase all (but not less than all) of such shares, such Investor may sell such shares to such person or entity on or prior to the Shares proposed to be sold by Employee at the price and terms stated closing date set forth in the Sale Notice on terms and conditions no less favorable to such Investor than those set forth in the Sale Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day If any Investor fails to timely provide the Company exercises its optionwith a Sale Notice prior to selling shares of Series A Preferred Stock, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period in its sole discretion, refuse to permit the transfer of sixty (60) days commencing such shares of Series A Preferred Stock on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Noticeits stock transfer ledger. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option The provisions of this Section 11. The certificate evidencing 6.1 shall terminate with respect to any shares issued of Series A Preferred Stock which are converted into shares of Common Stock of the Company (or other securities or assets) pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right terms of first refusal set forth in this Section 11the Certificate of Determination.

Right of First Refusal. If Employee desires In the event Contango (or its permitted transferees or assigns), proposes to transfer or does attempt to transfer, assign, distribute, pledge, hypothecate, encumber or otherwise dispose of ("Transfer") all or any shares of common stock which he has acquired pursuant to the exercise part of the option granted herein Assigned Interest ("SharesOffered Interest")) to any other partner in the Partnership or any affiliate of any partner of the Partnership, Employee the Offered Interest shall be offered for a purchase price payable entirely in cash and shall first be offered for sale to Cheniere in accordance with this Section 7.1. Contango shall deliver a notice to the Company written notice of his intention to transfer such Shares Cheniere (the "Offer Notice") together with either containing a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address description of the proposed transferee, the number of Shares to be transferred, the price per Share, transaction and the other terms of such transfer. The Notice for thereof, including a Market Sale shall state the expected date description of the proposed sale Interest being sold and such Offer Notice shall contain an offer to sell to Cheniere the number of Shares Offered Interest. Such offer to sell shall contain the same terms and conditions and shall be soldfor the same consideration as described in the Offer Notice. For thirty (30) a period of 30 business days following delivery of after such Offer Notice is received by Cheniere, Cheniere may, by notice to Contango accept the Notice, the Company shall have the option offer to purchase all (acquire such Offered Interest in whole but not less in part. Such acceptance shall specify the proposed date for closing such acquisition, which date shall not be later than all) 90 days from the date the notice of the Shares proposed acceptance is sent to be sold by Employee at the price and terms stated in the NoticeContango. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares that Cheniere does not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option agree to purchase such Sharesthe Offered Interest, be sold Contango shall have the right to proceed with the proposed transferee at the price and upon sale or transfer on the terms specified in the Offer Notice. Shares which are ; provided, however, that if Contango does not transferred by Employee consummate such sale or transfer within such sixty (60) day period shall again become subject 180 days after the date of the Offer Notice or proposes to consummate the transaction on terms that differ in any material respect more favorable to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to transferee from the terms set forth in the Offer Notice, the right of first refusal set forth in contemplated by this Section 117.1 shall again be applicable. In the event Contango (or its permitted transferees or assigns) proposes to Transfer all or any part of the Assigned Interest to any other Person, Contango will notify Cheniere at least 30 days prior to consummating a transfer of such portion of the Assigned Interest.

Right of First Refusal. If Employee desires Subject to transfer the other provisions of this Agreement including without limitation this Article VIII, in the event that a holder of Units (the “Seller”) receives a bona-fide offer for the sale of any shares or all of common stock which he has acquired such holder’s Units (the “Offered Securities”), the Seller shall first offer to sell the Offered Securities to the Other Member or its designee(s) pursuant to a written notice (the exercise “ROFR Notice”) provided to the Other Member, which notice shall include: (i) a description of the option granted herein transaction being proposed, ("Shares"ii) the identity of the offeror (“Third Party Buyer”), Employee shall deliver to (iii) the Company written notice purchase price proposed and the manner of his intention to transfer such Shares payment thereof and (iv) a term sheet setting forth the "Notice") together with either material terms and conditions of the offer and a copy of a signed and binding offer by the proposed transferee agreement, if any. Within ten (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (3010) days following delivery of receiving the ROFR Notice, the Company shall have Other Member must either accept or decline the option to purchase all (but not less than all) of offer and if the Shares proposed to be sold by Employee at Other Member neither accepts nor declines the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee offer within such thirty ten (3010) day period, the offer will be considered declined. Any Shares not purchased If the offer is declined by the Company mayOther Member, for a period of sixty (60i) days commencing on the expiration of Seller shall next offer to sell the Offered Securities to the Company's option , pursuant to purchase such Shares, be sold to the proposed transferee at the price a ROFR Notice and upon otherwise on the terms specified in the foregoing sentence, and (ii) if the Company declines such offer, the Seller will have the right to sell the Offered Securities to the person specified in the offer at a price and on terms and conditions no less favorable to the Seller than the price and terms and conditions set out in the ROFR Notice. Shares which are If the sale to the Third Party Buyer is not transferred by Employee completed within such sixty ninety (6090) day period days after the Company declines the offer, this Section 8.08 shall again become subject to applicable as if the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11offer had not been made.

Right of First Refusal. If Employee desires Until March 14, 2000, except for bona fide gifts, or sales by any Holder of up to transfer an aggregate of 100,000 Exercise Shares in any shares single transaction to the same Person (provided that sales to any affiliate of common stock which he has acquired such Person shall be, for these purpose, considered a sale to such Person), the Exercise Shares issued pursuant to this Warrant may not be sold or transferred by the exercise Holder (and any such sale or transfer will be invalid), unless such Holder shall have first notified the Company in writing of the option granted herein ("Shares"), Employee number of Exercise Shares it proposes to sell and shall deliver have offered to sell such Exercise Shares to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale Market Price (a "Market Sale"). The Notice for a Negotiated Sale shall state as defined below in this Paragraph) on the name and address of trading day next preceding the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms date of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale notice and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall not have elected irrevocably in writing to the option Holder, within three (3) business days after such notice, to purchase all (all, but not less than all) , of such Exercise Shares so offered at such price by the close of business on the third business day after such Holder notice; if the Company shall have waived or been deemed to have waived such right to purchase such Exercise Shares, the Holder may proceed to sell the Exercise Shares proposed that were the subject of such Holder notice, provided that such sales must be completed within the three calendar month period after the Holder notice to the Company of intention to sell such Exercise Shares. If the Company elects to purchase such Exercise Shares so offered by a Holder notice, Holder shall sell such Exercise Shares to the Company and payment therefor in immediately available funds shall be sold made not later than the close of business on the third business day after such Holder's notice, subject to receipt by Employee at the price Company of certificates, in proper form for transfer, for such Exercise Shares and terms stated in the NoticeHolder's delivery to the Company of such Exercise Shares free and clear of any liens, charges, claims or encumbrances. In For the event purposes of a this Paragraph and Paragraph 7 hereof, "Market Sale, such purchase price Price" as of any date shall be the Fair Market Value average of the Shares on the day the Company exercises its optionhigh and low sales prices, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company mayregular way, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase Common Stock on such Sharesday, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred as reported by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11NASDAQ.

Right of First Refusal. If Employee In the event, at any time after the ---------------------- date of this Agreement, any Purchaser or its transferee desires to sell or transfer in any manner any shares of common stock which he has acquired pursuant to the exercise Series B Preferred Stock purchased hereunder (or any shares of the option granted herein ("Shares")Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a person or entity which is not a Restricted Party, Employee it shall deliver first offer such shares for sale to the Company at substantially the same price, and upon substantially the same terms (or terms as similar as reasonably possible) upon which it is proposing or is to dispose of such shares; provided that a Purchaser may transfer all or part of its shares of Series B Preferred Stock (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a corporation or other entity which is not a Restricted Party and not less than fifty-one (51%) percent of whose outstanding capital stock or other equity interests is owned beneficially and of record by the Purchaser without first making such offer to the Company. Said right of first refusal shall be provided to the Company for a period of fifteen (15) days following receipt by the Company of written notice of his intention to transfer such Shares (the "Proposed Transfer Notice") together with either a copy of a signed and binding offer by the Purchaser of the terms and conditions of said proposed transferee (a "Negotiated Sale") sale or a statement that transfer and the name, address and phone number of each proposed buyer or transferee. The Company may exercise such Shares are right of first refusal as to all, or some portion which is less than all, of the shares proposed to be sold into transferred by notifying the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per SharePurchaser in writing within such fifteen day period, and the other terms of paying such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For Purchaser within thirty (30) days following delivery receipt by the Company of the Notice, Proposed Transfer Notice the relevant consideration therefor. If the Company shall have and its assigns do not complete the option to purchase all of shares of Series B Preferred Stock (but not less than all) or any shares of the Shares proposed to be sold by Employee at the price and terms stated Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) identified in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Proposed Transfer Notice within such thirty (30) day period. Any Shares not purchased days following receipt by the Company mayof the Proposed Transfer Notice, for the Purchaser may sell or transfer such shares in accordance with the terms and conditions set forth in the Proposed Transfer Notice to the person or entity identified in the Proposed Transfer Notice. If the Purchaser desires to sell or transfer in any manner such shares either (i) upon terms and conditions which are different than those specified in the Proposed Transfer Notice or to a period of person or entity other than the person or entity identified in the Proposed Transfer Notice or (ii) more than sixty (60) days commencing on the expiration of after the Company's option to purchase such Sharesreceipt of the Proposed Transfer Notice, be sold to then the proposed transferee at Purchaser shall comply with the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing 4.2(b) again prior to effecting any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11sale or transfer.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to If, during the exercise of period commencing on the option granted herein date hereof and ending three years after the Closing Date (the "SharesRIGHT OF FIRST REFUSAL PERIOD"), Employee the Company should propose (the "PROPOSAL") to issue Common Stock or securities convertible into Common Stock at a price less than the Current Market Price (as defined in the Certificate of Designation), or debt at less than par value or having an effective annual interest rate in excess of 9.9% (each a "RIGHT OF FIRST REFUSAL SECURITY" and collectively, the "RIGHT OF FIRST REFUSAL SECURITIES"), in each case on the date of issuance the Company shall deliver be obligated to offer such Right of First Refusal Securities to Buyer on the terms set forth in the Proposal (the "OFFER") and Buyer shall have the right, but not the obligation, to accept such Offer on such terms. The Company shall provide written notice to Buyer of any Proposal, setting forth in full the terms and conditions thereof, and Buyer shall then have 10 business days to accept or reject the Offer in writing. If the Company issues any Right of First Refusal Securities during the Right of First Refusal Period but fails to: (i) notify Buyer of the Proposal, (ii) offer Buyer the opportunity to complete the transaction as set forth in the Proposal, or (iii) enter into and consummate an agreement to issue such Right of First Refusal Securities to Buyer on the terms and conditions set forth in the Proposal, after Buyer has accepted the Offer, then the Company shall pay to Buyer, as liquidated damages, an amount equal to 10% of the amount paid to the Company written notice for the Right of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")First Refusal Securities. The Notice for a Negotiated Sale shall state the name foregoing Right of First Refusal is and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice senior in right to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the other right of first refusal set forth in this Section 11issued by the Company to any other Person.

Right of First Refusal. If Employee desires Prior to transfer any shares Transfer or attempted Transfer by any Holder of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares any Securities or Common Stock Equivalents (the "Offered Securities") other than pursuant to a registration under the Securities Act, the Holder of such Offered Securities shall (i) give prior written notice (a "Transfer Notice") together with either a copy to HMTF of a signed such Holder's intention to effect such Transfer, describing the terms and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address conditions of the proposed transfereeTransfer, including the identity of the prospective transferee(s), the number of Shares shares of Offered Securities such Holder desires to be transferred, the price per Share, sell and the other terms of such transferpurchase price. The Notice for a Market Sale shall state the expected date After receipt of the proposed sale and the number Transfer Notice, HMTF (or as provided in Section 5.3.3, an assignee of Shares to be sold. For thirty (30) days following delivery HMTF who is a member of the Notice, the Company HMC Group) shall have the option for 15 days from the date of receipt of the Transfer Notice to elect to purchase all (all, but not less than all, of the Offered Securities upon the same terms and conditions as those set forth in the Transfer Notice by delivering a written notice (the "Election Notice") of the Shares proposed such election to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Holder within such thirty (30) 15-day period. Any Shares The Holder shall not purchased by consummate such Transfer until the Company may, for a period of sixty (60) days commencing on the expiration earlier to occur of the Company's option lapse of the 15-day period or the date on which HMTF (acting for itself or, if applicable, its assignee) notifies such Holder in writing that it will not exercise its rights under this Section 5.3 (the "Authorization Date"). If neither HMTF (nor any assignee) has elected to purchase all of the Offered Securities or has failed to make a timely election, such SharesHolder may Transfer all, be sold but not less than all, of the Offered Securities to the proposed transferee at the price and upon the terms prospective transferee(s) thereof specified in the Transfer Notice, at a price and on terms no more favorable to such prospective transferee(s) than as specified in the Transfer Notice, during the 30-day period immediately following the Authorization Date, provided that, if required by the Company, such Holder shall either (i) provide to the Company an opinion reasonably satisfactory to the Company (or supply such other evidence reasonably satisfactory to the Company) that the proposed Transfer may be effected without registration under the Securities Act, or (ii) certify to the Company that the Holder reasonably believes that each proposed transferee is a "qualified institutional buyer" and that such Holder has taken reasonable steps to make each proposed transferee aware that such Holder may rely on Rule 144A under the Securities Act in effecting such Transfer. Shares which Each Security issued upon such Transfer shall bear the restrictive legends set forth in Section 5.2, unless in the reasonable judgment of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. If the Offered Securities are not so transferred by Employee within such sixty (60) 30-day period shall again become subject period, such Offered Securities must be reoffered to HMTF in accordance with the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant 5.3 if such Holder still desires to this option shall bear a restrictive legend stating that such shares are subject to Transfer the right of first refusal set forth in this Section 11Offered Securities.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to In the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either event that Buyer receives a copy of a signed and binding bona fide offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all or any portion of the Assets, (but excluding any offer that proposes a merger or other business combination) which offer may be subject to certain contingencies (a “Transaction Offer”), from a Third Party (the “Offeror”), Buyer may sell or otherwise transfer the Assets only pursuant to and in accordance with this Section 13.06. Buyer shall cause the Transaction Offer to be reduced to writing and shall notify Sellers of Buyer’s desire to accept the Transaction Offer and otherwise comply with the provisions of this Section 13.06 (such notice, the “Offer Notice”). Any Offer Notice, once given, shall be deemed to be an irrevocable offer to sell the Assets as provided in this Section 13.06. Thereafter, Sellers may elect to purchase all, but not less than all, of Assets specified in the Offer Notice (the “Offered Assets”) within 30 days of receiving the Offer Notice. Any such purchase shall be at the same price and on the same terms as are offered by the Offeror; provided, that, if the price set forth in an Offer Notice is stated in consideration other than cash or cash equivalents, Buyer and Sellers shall mutually agree upon an independent third party appraiser, which shall determine the fair market value of such consideration, and Sellers may exercise such rights by payment of such fair market value in cash or cash equivalents. If Sellers fail to exercise their rights to purchase with respect to all of the Shares proposed Offered Assets within the time limit set forth above, Sellers shall be deemed to have waived all of their rights to purchase under this Section 13.06, and Buyer shall be sold by Employee free to sell all of the Offered Assets at the price and on the terms stated set forth in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, Offer Notice for a period of sixty (60) 90 days commencing on the expiration after Sellers’ receipt of the Company's option Offer Notice. If Sellers exercise their rights to purchase such Shares, be sold with respect to all of the proposed transferee at Offered Assets within the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal time limit set forth in this Section 11above, such purchase(s) shall be consummated as soon as is reasonably practicable.

Right of First Refusal. If Employee desires In addition to the foregoing rights, Optionor hereby grant Optionee a right of first refusal for an additional five (5) years commencing immediately upon the expiration of the Option Period to acquire the Property from Optionor in the event Optionor wishes to sell the Property to an unrelated third party (the “ROFR”). The foregoing ROFR shall not apply to (a) any sale or transfer of the Property to an affiliate of Optionor, (b) any shares foreclosure sale or deed in lieu of common stock foreclosure transaction, (c) a transfer of the Property from one partner of Optionor to another partner of Optionor (provided that the acquiring partner did not become a partner for the purpose of circumventing the ROFR), (d) a transfer of the Property to an Agency as part of a tax reduction or tax abatement program in which he has acquired Optionor leases the Property back from an Agency and then subleases to a tenant, (e) a sale of the Property to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain, or (f) if Optionor creates a security interest in or transfers security title to the exercise Property as collateral for a loan. The foregoing ROFR shall be exercisable only as against Optionor and shall not be exercisable as against any subsequent owner of the option granted herein Property ("Shares"except following an exempted transfer under clauses (a), Employee shall deliver (c), (d) or (f) above). Subject to the Company exceptions set forth above, in the event Optionor receives or obtains a written notice of his intention offer to transfer such Shares purchase the Property (the "Notice") together with either an “Offer”), Optionor shall forward a copy of a signed and binding offer by the proposed transferee Offer to Optionee within two (a "Negotiated Sale"2) or a statement that such Shares are to be sold into the public market at Fair Market Value at the time Business Days of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address Optionor’s receipt of the proposed transferee, the number Offer. Optionee shall have a period of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date ten (10) Business Days after receipt of the proposed sale Offer to match the Offer. If Optionee sends Optionor written notice matching the Offer, then this will automatically become an agreement by Optionor to sell and convey the number of Shares Property to be soldOptionee and an agreement by Optionee to purchase the Property from Optionor, in each case upon the terms and conditions set forth herein. For thirty If Optionee fails to match the Offer in writing within such ten (3010) days following delivery day period, time being of the Noticeessence, Optionee shall be deemed to have rejected the Company Offer and thereupon Optionor shall have be free to sell the option Property to purchase all (but any third party within 210 days at a price which is not less than all) 95% of the Shares proposed to be sold by Employee at the price and terms stated set forth in the NoticeOffer (and otherwise on terms, taken as a whole, not materially more favorable to the buyer than those offered to Optionee). In the event Optionor (x) does not sell the Property within 210 days or (y) wishes to sell the Property at a price which is less than 95% of the price set forth in the Offer (or on materially better terms to the buyer), Optionor shall first be required to, in the case of (x) again offer the Property to Optionee in accordance with this Section 4 before selling the Property to a Market Sale, third party or in the case of (y) offer the Property to Optionee at such purchase new price (and on such better terms) in accordance with the foregoing procedures (except that the time period for acceptance by Optionee of the new offer shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percentBusiness Days) prior to selling the Property at such price (or any lower price) and/or on such improved terms to any third party. Such option In the event Optionee fails to match the Offer by Optionor as aforesaid and thereafter Optionor sells the Property to a third party within 210 days or in the event of any sale or transfer of the Property under clauses (b), or (e) above, the ROFR shall be exercisable by delivery of written notice automatically terminate and Optionee shall have no further ROFR with respect to Employee within such thirty the Property. The ROFR shall automatically expire (30if not sooner terminated in accordance herewith) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration 10th anniversary of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Closing.

Right of First Refusal. If Employee desires within Ten (10) years of the Closing Date, Purchaser agrees to transfer any shares of common stock which he has acquired pursuant the Sales and Service Agreement for Ford ("Franchise") to the exercise an independent third party (an entity not owned or controlled by Group 1), in a transaction that is not part of the option granted herein Manufacturer's channelling or alignment programs (e.g. "SharesProject 2000"), Employee any such agreement shall be subject to the terms and provisions of this Section 3.17 and Seller shall have the right of first refusal upon such assets transferred. If Purchaser enters into an agreement to transfer the Franchise ("Transfer Agreement") in a transaction which is subject to this right of first refusal, then Purchaser shall deliver a copy of the Transfer Agreement together with the financial and operating information provided to the Company written notice of his intention prospective transferee, to transfer such Shares Seller (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For Seller will have thirty (30) days following delivery from the Notice date to exercise Seller's right to assume the prospective transferee's position under the Transfer Agreement. If Seller exercises the right of first refusal, Seller must comply with all terms, conditions and covenants of the Notice, Transfer Agreement. If Seller does not respond to the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Notice within such thirty (30) day perioddays it will be deemed refused by Seller. Any Shares If Seller does not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to exercise the right of first refusal, then Purchaser may complete the transaction contemplated in the Transfer Agreement, upon the terms and conditions contained therein. If Purchaser does not close the transaction contemplated in the Transfer Agreement within One Hundred Eighty (180) days, then Seller's right of first refusal set forth in this Section 11on such assets shall be reinstated.

Right of First Refusal. If Employee desires to transfer DEBIOTECH agrees that before: (i) any shares member of common stock which he has acquired pursuant DEBIOTECH Group enters into discussions with any Third Person with respect to the exercise use, marketing, sale, lease, or distribution for the Field of Application in any country in the Territory by such Third Person of any New Development or New Competing Product invented, created or developed, directly or indirectly, by or with the participation of, any member of DEBIOTECH Group; or (ii) DEBIOTECH or any member of the option granted herein DEBIOTECH Group uses, markets, sells, leases, licenses or distributes any such New Development or New Competing Product in any country in the Territory for the Field of Application, DEBIOTECH will give IMED a written notice ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Offer Notice") together with either containing a copy description thereof, a development plan, financial terms and all other material business terms and conditions of a signed and binding the offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleOffer Conditions"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For IMED will have thirty (30) days following delivery from receipt of such Offer Notice (the "Offer Period") to decide whether or not it wishes to pursue discussions regarding such New Development or New Competing Product pursuant to this Article 5.13. During such Notice Period, DEBIOTECH will provide IMED with such additional relevant non-confidential information in DEBIOTECH Group's possession requested by IMED as is reasonable under the circumstances. If within the Offer Period, IMED notifies DEBIOTECH in writing that it desires to propose and discuss a distribution or marketing arrangement relating to any such New Competing Product (the "Discussion Notice"), the Company shall IMED will have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such an additional sixty (60) day period (the "Discussion Period") during which DEBIOTECH shall discuss such proposal exclusively with IMED; provided, that neither party shall be required to conclude any agreement in respect thereto. If IMED fails to deliver the Discussion Notice during the Offer Period or if the Parties fail to reach a written agreement for IMED to distribute or market the New Development or New Competing Product for any reason during such Discussion Period, DEBIOTECH shall be free to offer the New Development or New Competing Product to any Third Person on the Offer Conditions, or on other conditions more favorable to DEBIOTECH, at any time within one year after the expiration of the latest of the Offer Period or the Discussion Period, as the case may be, after which, if no written agreement has been signed, it must again become subject be offered to IMED following the notice procedures of Discussion and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal Offer Periods set forth in this Section 11Article 5.13.

Right of First Refusal. If Employee at any time during the Lease Term (including any Extended Term) or at any time thereafter to the extent Tenant owns in fee simple the Real Property or the Building, [***] receives a bona fide third party offer to purchase the [***], as may be improved, or any portion thereof, that [***] desires to transfer any shares accept, Tenant shall have an on-going right of common stock which he has acquired first refusal to purchase the [***], or such portion thereof, pursuant to the exercise terms hereof. Upon receipt of any such offer, [***] shall promptly provide the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for offer to Tenant, and Tenant shall thereafter have [***] ([***]) business days to notify [***] in writing of Tenant’s election to purchase the [***] (or such portion thereof only to the extent any such offer includes only a Market Sale shall state the expected date portion of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice[***], the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within [***] that Tenant will match the terms of the noticed offer. In the event that Tenant does not elect to purchase the [***], or such thirty portion thereof, or fails to timely notify [***] of its election to purchase the [***], or such portion thereof, pursuant to the terms of this Article 47.2, then [***] may proceed to convey the [***], or such portion thereof, as the case may be, pursuant to the terms of this Article 47.2. In the event the financial or material terms of the offer thereafter change or such sale is not consummated in accordance with the offer, Tenant shall again have [***] (30[***]) day periodbusiness days to accept or reject such changed offer or any future offer to purchase the [***], as set forth above. Any Shares not purchased by Notwithstanding anything in the Company mayforegoing to the contrary, in the event [***] decides to market the [***], or any portion thereof, for a period sale, it shall provide prompt written notice to Tenant of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price intention and upon the terms specified in by which it would sell the Noticesubject property. Shares which are not transferred by Employee within such sixty (60) day period This Article 47.2 shall again become be deemed a restrictive Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the notice and option provisions confidential treatment request are designated by three asterisks [***]. A complete version of this Section 11agreement has been separately filed with the Securities and Exchange Commission. The certificate evidencing covenant running with the [***] or any shares issued pursuant to this option portion thereof, as may be improved, and shall bear a restrictive legend stating that bind all parties hereto and their respective successors and assigns; provided, however, such shares are subject to the right of first refusal rights set forth in this Section 11Article 47.2 shall automatically and immediately terminate and be of no further force and effect upon (i) the consummation of any conveyance of the entire [***], or to the extent only a portion thereof is conveyed then only as to such portion, pursuant to the terms of this Article 47.2; or (ii) the development of the entire [***], or to the extent only a portion thereof is developed and such portion is legally subdivided, then only as to such portion (for purposes hereof, the [***], or any portion thereof, shall be deemed to be developed to the extent a building or buildings are constructed thereon pursuant to Article 57.1 and a certificate of occupancy is issued by the City of Richmond, Virginia for such building(s)). In the event that (a) Tenant does not elect to purchase the [***], or such portion thereof, (b) Tenant fails to timely notify [***] of its election to purchase the [***], or such portion thereof, pursuant to the terms of this Article 47.2, or (c) the [***], or any portion thereof which is legally subdivided, is developed, Tenant shall provide to Landlord, at Landlord’s request, written evidence certifying same and an instrument in recordable form terminating this right of first refusal; provided, however, that such instrument shall be held in escrow until, and only recorded upon, the consummation of the sale of the [***], or portion thereof, pursuant to such offer, or the issuance of the certificate of occupancy for such building, as the case may be. In the event the sale is not consummated pursuant to the terms of the offer, such instrument shall be returned to Tenant and this right of “first refusal” to purchase pursuant to this Article 47.2 shall continue.

Right of First Refusal. If Employee desires the Company should propose (the "Proposal") to transfer issue Common Stock or securities convertible into Common Stock, or to become obligated for any shares indebtedness having equity or other non-debt features at less than par value (e.g., having any attendant equity or other features other than strictly calling for repayment of common stock which he has acquired pursuant full face principal and accrued interest), or to issue any debt securities or other indebtedness having an effective annual interest rate in excess of 9.9% (each a "Right of First Refusal Security" and collectively, the exercise "Right of the option granted herein ("SharesFirst Refusal Securities"), Employee shall deliver to in each case on the Company written notice date of his intention to transfer such Shares issuance, during any period during which the Preferred Stock is issued and outstanding (the "Notice") together with either a copy Right of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleFirst Refusal Period"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall be obligated to offer the Buyer on the terms set forth in the Proposal (the "Offer") and the Buyer shall have the option to purchase all (right, but not less than allthe obligation, to accept such Offer on such terms. If during the Right of First Refusal Period, the Company provides written notice to the Buyer that it proposes to issue any Right of First Refusal Securities on the terms set forth in the Proposal, then the Buyer shall have ten (10) business days to accept or reject such Offer in writing. If the Company fails to: (i) provide such written notice to the Buyer of a Proposal during the Right of First Refusal Period, (ii) offer the Buyer the opportunity to complete the transaction as set forth in the Proposal, or (iii) enter into an agreement with the Buyer, at such terms after the Buyer has accepted the Offer, then the Company shall pay to the Buyer, as liquidated damages, an amount in total equal to ten percent (10%) of the Shares proposed amount paid to be sold by Employee at the price Company for the Right of First Refusal Securities. The foregoing Right of First Refusal is and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice senior in right to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the other right of first refusal set forth issued by the Company to any other person. Notwithstanding the foregoing, the Buyer shall have no rights under this paragraph 4.G. in this Section 11respect of Common Stock or any other securities of the Company issuable (i) upon the exercise or conversion of options, warrants or other rights to purchase securities of the Company outstanding as of the date hereof, or (ii) under the Company's ____ Employee Stock Option Plan (in the form and with respect to the number of shares of Common Stock to which such plan is subject on the date hereof).

Right of First Refusal. If Employee desires At any time after the first ---------------------- occurrence of a Trigger Event and prior to transfer any shares the expiration of common stock which he has acquired twenty-four (24) months immediately following the first purchase of Option Shares pursuant to the exercise of the option granted herein this Agreement ("SharesExpiration Date"), Employee if Parent shall deliver desire to sell, assign, transfer or otherwise dispose of all or any of the Company Shares or other securities acquired by it pursuant to this Agreement, it shall give the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee transaction (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleParent Offer Notice"). The Notice for a Negotiated Sale shall state the name and address of , identifying the proposed transferee, accompanied by a copy of an offer to purchase such shares or other securities signed by such transferee (if Parent shall have received such a written offer) and setting forth the number of Shares to be transferred, the price per Share, and the other terms of the proposed transaction. A Parent Offer Notice shall be deemed an offer by Parent to the Company, which may be accepted within five (5) business days of the receipt of such transferParent Offer Notice, on the same terms and conditions and at the same price at which Parent is proposing to transfer such shares or other securities to such transferee. The Notice for a Market Sale purchase of any such shares or other securities by the Company shall state be settled within five (5) business days of the expected date of the proposed sale acceptance of the offer and the number of Shares purchase price shall be paid to be soldParent in immediately available funds. For thirty (30) days following delivery In the event of the Notice, failure or refusal of the Company shall have the option to purchase all (the shares or other securities covered by a Parent Offer Notice, Parent may sell all, but not less than all) , of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold shares or other securities to the proposed transferee at no less than the price specified and upon on terms no more favorable to the terms specified transferee than those set forth in the Parent Offer Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to ; provided that the notice and option provisions of this Section 11sentence shall not limit the rights Parent may otherwise have in the event the Company has accepted the offer contained in the Parent Offer Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right requirements of first refusal set forth in this Section 118(c) shall not apply to (i) any disposition as a result of which the proposed transferee would own beneficially not more than four percent (4%) of the outstanding voting power of the Company, (ii) any disposition of the Company Shares or other securities by a person to whom Parent has assigned its rights under the Option with the consent of the Company, (iii) any sale by means of a public offering registered under the Securities Act, or (iv) any transfer to a wholly-owned subsidiary of Parent which agrees in writing to be bound by the terms hereof.

Right of First Refusal. If Employee desires to transfer If, at any shares of common stock which he has acquired pursuant time prior to the exercise Termination ---------------------- Date, any Family Shareholder or any members of the option granted herein Family Group of that Family Shareholder (an "SharesOfferee") receives from a non- affiliated third party a bona fide written offer the Offeree wishes to accept to purchase some or all of the Offeree's Shares (other than under section 1.2(a)), Employee and the Trustee consents to the transfer in accordance with section 1.2(c), the Offeree shall promptly deliver a written notice (an "Offer Notice") of the offer to the Company written notice (setting forth the identity of his intention to transfer such Shares the offeror, the proposed purchase price, the payment terms and all other material terms and conditions of the offer) and the Company, or any one or more of its wholly-owned subsidiaries or any employee stock ownership plan established by it (the collectively, its "NoticeDesignee(s)") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option (exercisable by notice (an "Acceptance Notice") to the Offeree given within 40 days after the Offer Notice is given) to purchase all (all, but not less fewer than all) of , the Shares proposed subject to be sold by Employee the Offer Notice at the same price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the same terms specified in the Offer Notice. Shares which are not transferred by Employee within such sixty (60If the offer provides, in whole or in part, for consideration other than cash and the Company or its Designee(s) day period exercises the right granted in this section, the Company or its Designee(s) shall again become subject make a payment in cash to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear Offeree that reflects a restrictive legend stating that such shares are subject value attributable to the right non-cash consideration determined in accordance with section 2.2. If an Acceptance Notice is given within that 40-day period, the Offeree and the Company or its Designee(s) shall consummate the transaction within 75 days after the Offer Notice is given (or within 10 days of first refusal set forth in this Section 11.such later date as the value of the non-cash consideration is determined under section 2.2). If an Acceptance Notice is not

Right of First Refusal. (a) If Employee at any time and each time prior to the twenty (20) year anniversary of the Business Transfer Time, Burgundy desires to transfer any shares sell all or a portion of common stock which he has acquired the Natrium Excess Land to a third party, Burgundy shall give notice (the “Offer Notice”) thereof to Spinco, together with the price and a summary of the other material terms and conditions pursuant to the exercise which Burgundy desires to sell all or a portion of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")Natrium Excess Land. The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Spinco shall have the option right (the “First Refusal Right”) to purchase give to Burgundy a notice (the “Election Notice”), which shall specify that Spinco elects to purchase, as applicable, all (but not less than all) or the portion of the Shares Natrium Excess Land proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the same material terms specified in the Notice. Shares which are not transferred by Employee within such sixty and conditions (60) day period shall again become subject to the notice and option provisions execution of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right mutually satisfactory Contract of first refusal sale as hereinafter provided) as set forth in the Offer Notice. Spinco and Burgundy shall record in the appropriate public land records an instrument setting forth the foregoing First Refusal Right. The Election Notice must be delivered within 15 Business Days following Burgundy’s delivery to Spinco of the Offer Notice (such period is hereinafter referred to as the “Response Period”). Notwithstanding anything to the contrary in this Agreement, the First Refusal Right described in this Section 116.12 shall not be applicable to any sale of the Natrium Excess Land by Burgundy to a Subsidiary or Affiliate of Burgundy, provided, that following any such sale, such Subsidiary or Affiliate of Burgundy shall be subject in all respects to this Agreement.

Right of First Refusal. If Employee (i) any Company Stockholder who received Parent Shares pursuant to this Agreement (following the Closing) or any transferee of such Parent Shares (either sometimes referred to herein as the “Holder”) proposes to Transfer to a third party any Parent Shares acquired under this Agreement, or any interest in such Parent Shares and (ii) pursuant to Section 6.4 of the bylaws of Parent, the board of directors of Parent has approved such Transfer, then Parent shall have a right of first refusal to purchase the Parent Shares to be so Transferred on the terms and conditions set forth in this Section 7.4(a) (the “Right of First Refusal”) with respect to all (and not less than all) of such Parent Shares. If the Holder desires to transfer any shares of common stock which he has Transfer Parent Shares acquired pursuant to under this Agreement, the exercise of the option granted herein ("Shares"), Employee Holder shall deliver to the Company give a written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by Parent describing fully the proposed transferee (a "Negotiated Sale") or a statement that such Transfer, including the number of Parent Shares are proposed to be sold into Transferred, the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state proposed Transfer price, the name and address of the Person (a “Transferee”) to whom the Holder proposes to Transfer such Parent Shares (a “Transfer Notice”) and proof satisfactory to Parent that the proposed transfereeTransfer will not violate any applicable federal, State or foreign securities Laws. The Transfer Notice shall be signed both by the number holder and by the proposed Transferee and must constitute a binding commitment of Shares both parties to be transferredthe Transfer of the Parent Shares. If the board of directors of Parent approves the Transfer pursuant to Section 6.4 of the bylaws of Parent, then Parent shall have the price per Shareright to purchase all, and not less than all, of the other Parent Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such transfer. The Notice for terms permitted under Section 7.4(b) below) by delivery of a Market Sale shall state the expected date notice of exercise of the proposed sale and the number Right of Shares to be sold. For First Refusal within thirty (30) days following delivery after the date when the Transfer Notice was received by Parent. If the board of directors of Parent does not approve the Transfer pursuant to Section 6.4 of the Noticebylaws of Parent, then the Company shall have Holder may not Transfer the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Parent Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11.

Right of First Refusal. If Employee desires IPS, MMM and/ or PMM receive and wish to transfer accept from a prospective buyer, or wish to present to a prospective buyer, (in both cases, other than a Syndicated Shareholder) a Firm Offer for the Transfer of all or any shares part of common stock which he has acquired pursuant to the exercise of the option granted herein ("their Syndicated Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price RH shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice entitled to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth to buy the Syndicated Shares included in the Firm Offer (the "Right of First Refusal"). In order to exercise the Right of First Refusal, RH shall, at least, equalize the terms and conditions of the Firm Offer and buy all the Syndicated Shares therein. If this is the case, IPS, MMM and/ or PMM (the “Selling Shareholders”) shall effectively notify their decision (the “Notification”) to RH listing the terms and conditions of the Firm Offer received, including, but not limiting, the identity of the prospective buyer, all the Syndicated Shares to be transferred and the financial terms, and, to RH's request, shall provide a written copy of the offer, if this was received in writing. Within the term of ten (10) running days from the Notification date, RH shall notify in writing to the Selling Shareholder its intention of exercising its Right of First Refusal. If said right is exercised, the Selling Shareholder shall transfer the Syndicated Shares to RH (or to the Affiliate RH requires) within 30 (thirty) running days from the time RH notifies its decision to the Selling Shareholder. If, on the contrary, RH fails to exercise its Right of First Refusal in the term stipulated herein, the Selling Shareholder shall be allowed to transfer the Syndicated Shares to the third offeror, under the terms and conditions stipulated in the offer and within 30 (thirty) running days from the time RH notifies (or fails to notify) its decision of not exercising its Right of First Refusal. If after said term the Transfer is not performed, said transfer shall not be performed unless the procedures stipulated in this Section 11are repeated.

Right of First Refusal. If Employee desires to transfer Except as otherwise specifically provided in Paragraph “B” of this Article “9” of this Agreement, if any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Party receives a bona fide offer for its Shares (the "Notice"“Offeree”) together with either from a copy of third party (the “Offeror”) pursuant to a signed and binding written offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale which shall state (i) the name identity and address contact information of the proposed transfereeOfferor, and if an entity, the type of entity and state or country of formation, (ii) the number of Shares to be transferredpurchased, (iii) the price per Share, and (iv) the other terms of such transfer. The Notice for a Market Sale shall state the expected proposed closing date of the purchase and (v) any other material terms and conditions of the proposed sale purchase, including, but not limited to, the terms of payment (the “Shares Offer”; the Shares which are the subject of the Shares Offer are hereinafter referred to as the “Offered Shares”), the Offeree shall first offer the Offered Shares to the Company by giving the Company written notice pursuant to Paragraph “C” of Article “18” of this Agreement, which written notice shall include a copy of the Shares Offer. The notice shall be deemed to be an offer to sell the Offered Shares to the Company upon the terms and conditions which are set forth in the Shares Offer. Such offer shall remain open for ten (10) business days after the notice is received by the Company (the “Company Offering Period”). A “business day” shall mean each day excluding Saturdays, Sundays, New Year's Day, Xxxxxx Xxxxxx Xxxx Xx. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day, Christmas Day and any other weekday upon which banks are closed in the State of New York. The Company shall have the irrevocable and exclusive first option, but not obligation, to purchase all or a portion of the Offered Shares (the “Right of First Refusal”). The Company may accept such offer by giving the Offeree written notice of acceptance pursuant to Paragraph “C” of Article “18” of this Agreement within the Company Offering Period. If the offer to sell to the Company is not accepted or is accepted only in part within the Company Offering Period or if the Company fails to close on such purchase within ten (10) days after its timely written notice of acceptance of such offer, the Offeree must then provide written notice pursuant to Paragraph “C” of Article “18” of this Agreement to the other members of the Company who each individually own more than ten (10%) percent of the issued and outstanding Shares (the “10% Shareholders”). The notice shall be deemed to be an offer to sell the Offered Shares to the 10% Shareholders upon the price, terms and conditions which are set forth in this Paragraph “C” of this Article “9” of this Agreement. The offer to the 10% Shareholders shall remain open for five (5) business days after notice is received by 10% Shareholders (the “10% Shareholder Offering Period”). Within the 10% Shareholder Offering Period, any of the 10% Shareholders may accept the offer to purchase all or the remaining Offered Shares, as the case may be, by giving the Offeree written notice pursuant to Paragraph “C” of Article “18” of this Agreement of such acceptance. If the 10% Shareholders shall accept a greater number of Shares than is available pursuant to the Shares Offer during the 10% Shareholder Offering Period (the “Accepting Shareholders”), then the number of Offered Shares which shall be sold to each of the Accepting Shareholders shall be determined by the Company’s Board. In making this determination, the Board shall consider the number of Shares which each Accepting Shareholder desired to purchase and the proportion of ownership of Shares of each Accepting Shareholder. If the Company and the 10% Shareholders have not agreed to purchase, in the aggregate, all of the Offered Shares, the Offeree shall thereupon be sold. For thirty at liberty to sell all of the Offered Shares pursuant to the Shares Offer, solely upon the terms and conditions which were specified in the Shares Offer and solely to the Offeror, and if such sale is consummated, written notice thereof shall be sent to the Company; provided, however, that if the Offeree does not sell, assign, transfer or otherwise dispose of all of the Offered Shares to the Offeror pursuant to the Shares Offer within one hundred twenty (30120) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of after giving written notice to Employee within such thirty (30) day period. Any the Company, then the Offeree shall not thereafter sell, assign, transfer, or otherwise dispose of the Offered Shares not purchased by without again first offering same to the Company may, for a period of sixty (60) days commencing on and the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued 10% Shareholders pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right Paragraph “C” of first refusal set forth in this Section 11Article “9” of this Agreement.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to Notwithstanding the foregoing, if and only if the Class B Majority Holders exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed their rights under Section 7.1 and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transfereeSection 7.2 hereunder, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Founders shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal to consummate the Compulsory Sale as the purchaser (either directly or indirectly through an acquisition vehicle) at the same price, terms and conditions as applicable to the Compulsory Sale (provided that if any portion of the price is payable by the Prospective Purchaser in a form other than cash, the Founders shall be permitted to pay cash in lieu thereof based on the fair market value thereof) as set forth in the Compulsory Sale Notice. To exercise such right of first refusal, the Founders must deliver, within 10 Business Days of its receipt of a notice from the Class B Majority Holders requiring the Founders to sell their Equity Securities on substantially the same terms and conditions of the Compulsory Sale as agreed by the Class B Majority Holders (the “Compulsory Sale Notice”), an irrevocable, binding offer that is capable of acceptance by the Class B Majority Holders, which offer shall be on terms and conditions, individually and in the aggregate, at least as favorable to the Class B Majority Holders as in the Compulsory Sale described in the Compulsory Sale Notice, and that includes evidence reasonably satisfactory to the Class B Majority Holders (i) of financing sufficient to consummate such transaction by the Founders, and (ii) that all conditions (including approvals) necessary to consummate such transaction by the Founders can be obtained without material cost or delay that is any worse than that in the Compulsory Sale. If the Founders satisfy the foregoing requirements, they shall consummate such transaction in accordance with therewith; otherwise, the Founders’ rights under this Section 117.3 shall be deemed void with respect to such Compulsory Sale.

Right of First Refusal. If Employee desires Prior to transfer making any shares Transfer of common stock which he has acquired pursuant Vested Shares (other than to the exercise of the option granted herein ("Shares"a Permitted Transferee in accordance with Section 4.2), Employee the Grantee shall deliver to the Company written notice of his intention to transfer such Shares (the "Transfer Notice") together with either a copy of a signed and binding offer by to the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")Company. The Transfer Notice for a Negotiated Sale shall state disclose in reasonable detail the name and address identity of the proposed transfereeprospective transferees, the number of Shares shares to be transferred, Transferred (the price per Share, "Offered Shares") and the other terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the proposed sale and Transfer. By giving the number of Shares to be sold. For thirty (30) days following delivery of the Transfer Notice, the Grantee shall be deemed to have granted the Company shall have the an option to purchase all (the Offered Shares. The Company may purchase all, but not less than all) , of the Offered Shares proposed to be sold by Employee at upon the price same terms and terms stated conditions as those set forth in the Notice. In Transfer Notice by delivering written notice of such election to the event of a Market Sale, such purchase price shall be Grantee within 20 days after the Fair Market Value receipt of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased Transfer Notice by the Company may, for a period (the "Election Period"). If the Company has not elected to purchase or otherwise acquire all of sixty (60) days commencing on the Offered Shares prior to the expiration of the Company's option to purchase Election Period, the Grantee may Transfer such Shares, be sold Shares at a price and on terms no more favorable to the proposed transferee at the price and upon the terms transferees thereof than specified in the NoticeTransfer Notice during the 30-day period immediately following the expiration of the Election Period (the "Transfer Period"). Any Offered Shares which that are not transferred by Employee Transferred within such sixty (60) day period the Transfer Period shall again become be subject to the notice and option provisions of this Section 114.4 upon any subsequent Transfer. If the Company has elected to purchase any Offered Shares hereunder, the Transfer of such Offered Shares shall be consummated as soon as practical after the delivery of the election notice to the Grantee, but in any event within 15 days after the expiration of the Election Period. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right restrictions on transfer of first refusal set forth Vested Shares contained in this Section 114.4 shall terminate upon an Initial Public Offering.

Right of First Refusal. If Employee desires to transfer None of the Shareholders shall Transfer any shares of common stock which he has acquired pursuant their Equity Securities without first offering the said Equity Securities (“the Sale Shares”) to the exercise of other existing shareholders. It is clarified that the option granted herein other existing Shareholders shall have the right, but not the obligation, to purchase such Sale Shares, from the selling Shareholders(s) ("Shares"“the Selling Shareholder”). The Selling Shareholder, Employee shall deliver send a written notice (“the Sale Notice”) to the Company written notice of his intention to transfer such Shares (and the "Notice") together with either a copy of a signed and binding offer by other existing Shareholders, setting forth in detail the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address terms of the proposed transfereesale, including the number (i) name of Shares the Person(s) to whom the Transfer is proposed to be transferredmade (“the Purchaser”), (ii) the proposed price per ShareShare (“the Sale Price”) and other material terms and conditions, and if any, of the other terms of such transfer. The Notice for a Market Sale shall state proposed Transfer, (iii) the expected date of the proposed sale Transfer, and the (iv) number of Sale Shares in the Company that are proposed to be sold. For thirty (30) days following delivery Such notice shall be accompanied evidencing key commercial terms as agreed between the Selling Shareholder and the Purchaser regarding the proposed Transfer. Upon receipt of the Sale Notice, the Company other existing Shareholders shall have the option right, exercisable at its sole discretion to purchase all (but not less than all) of the Sale Shares proposed to be sold by Employee at the price Sale Price on the terms and terms stated conditions mentioned in the Sale Notice (“the Right of First Refusal”), by serving upon the Selling Shareholder a written notice (“the Acceptance Notice”) in that regard within 30 (thirty) days of the date of receipt of the Sale Notice by it. (“the ROFR Exercise Period”). In case either of the existing Shareholders exercises its Right of First Refusal as mentioned above, the Selling Shareholder shall tender all of the Sale Shares to that Shareholder whose Acceptance Notice it first receives, within 15 (fifteen) days from the date of receipt of such Acceptance Notice, subject to the necessary consents from Governmental Authorities. The Parties shall use their reasonable endeavours to obtain any such required approvals. In the event that the Selling Shareholder does not receive an Acceptance Notice from either of a Market Salethe other existing Shareholders, such purchase price then, upon the expiry of the ROFR Exercise Period, the Selling Shareholder shall be the Fair Market Value entitled to Transfer all of the Sale Shares (“the Refused Sale Shares”) to the Purchaser at a price per share no less than the Sale Price and on terms no more favourable to such Purchaser than the day terms offered to the Company exercises its optionother existing Shareholders in the Sale Notice, less five (5) percent. Such option provided, however, that, the Transfer to the Purchaser shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal Parties’ Tag Along Right as set forth in this Section 11.herein. Tag along right

Right of First Refusal. If Employee desires At any time after the Prohibited Transfer Period, if any Member decides to transfer Transfer all or any shares part of common stock which he has acquired its Membership Interest or Economic Interest (the "Offered Interest") pursuant to a Bona Fide Offer, that Member shall give written notice to the exercise of Company and to all other Members (the option granted herein ("SharesEligible Members"), Employee shall deliver to setting forth in full the Company written notice terms of his intention to transfer such Shares (Bona Fide Offer and the "Notice") together with either a copy identity of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"offeror(s). The Notice Company shall then have the right and option, for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For period ending thirty (30) calendar days following delivery its receipt of the Noticewritten notice, the Company shall have the option to elect to purchase all (but not less than all) or any part of the Shares proposed to be sold by Employee Offered Interest at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the NoticeBona Fide Offer, and the Eligible Members (pro rata in accordance with the ratio of their Economic Interests) shall then have the right and option, for a period of twenty (20) days thereafter, to elect to purchase all or any part of the Offered Interest not elected to be purchased by the Company at the purchase price and upon the terms specified in the Bona Fide Offer. Shares which are If all Eligible Members do not transferred by Employee within such sixty elect to purchase the entire balance of the Offered Interest, then the Eligible Members electing to purchase shall have the right and option, for a period of ten (6010) day period shall again become subject days thereafter and pro rata in accordance with the ratio of their Economic Interests, to elect to purchase the notice and option provisions balance of this Section 11the Offered Interest available for purchase. The certificate evidencing any shares issued pursuant Notwithstanding the foregoing, however, if the Company and/or the Eligible Members do not elect to this option shall bear a restrictive legend stating that such shares are purchase all of the Offered Interest subject to the right of first refusal pursuant to this Section 7.3, the Member desiring to Transfer may Transfer all of the Offered Interest to the original proposed transferee upon the terms set forth in the written notice provided to the Company, whereupon the original proposed transferee shall take and hold the Offered Interest subject to this Agreement and to all of the obligations and restrictions upon the Member from whom such Offered Interest was acquired and shall observe and comply with this Agreement and with all such obligations and restrictions. Any such Transfer of the Offered Interest to the original proposed transferee must be effected within ninety (90) calendar days after the date of the termination of the right of first refusal options provided above. If no such Transfer is effected within such ninety (90) calendar day period, then any subsequent proposed Transfer of all or any part of the Membership Interest or Economic Interest of the Member desiring to Transfer shall once again be subject to the provisions of this Section 117.3. For these purposes, if any consideration offered for the Offered Interest in the Bona Fide Offer consists of rights, interests or property other than money or an obligation to pay money, the Managers shall, in good faith, determine the Fair Market Value of that consideration in monetary terms as of the date the Bona Fide Offer was received by the Member desiring to Transfer. The Fair Market Value of that consideration in monetary terms, as so determined, shall be included in the purchase price payable by the Company and/or the purchasing Members hereunder, but, in order to exercise their rights of first refusal granted above, neither the Company nor the purchasing Members need transfer to the Member desiring to Transfer the actual rights, interests or property offered in the Bona Fide Offer nor afford the Member desiring to Transfer the same tax treatment which would have been available to it under the Bona Fide Offer.

Right of First Refusal. If Employee desires during the Restricted Period, PHL, Holdings or any of their Affiliates wishes to transfer any shares acquire, directly or indirectly, a Controlling interest in a Property-Casualty Business where such acquisition would cause them to fail to comply with the limitation contained in clause (i) of common stock which he has acquired pursuant Section 5.17.4, they may do so, provided they sell, subject to the exercise providing Buyer with a right of the option granted herein first refusal with respect to, such portion ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer designated by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than allselling party) of the Shares proposed aggregate Property-Casualty Businesses acquired during the Restricted Period as necessary in order to be sold by Employee at comply with such limitation once the sale that is subject to such right is consummated. PHL, Holdings or their Affiliates, whichever of them wishes to acquire a Property-Casualty Business subject to a right of first refusal hereunder, shall send a notice to Buyer which (i) identifies the Property-Casualty Business or portion thereof it wishes to sell, (ii) provides relevant summary financial information pertaining to the business identified in clause (i), and (iii) states the offering price and any other material terms stated in the Noticefor such business. In the event of a Market Sale, such purchase price Buyer shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of have sixty (60) days commencing on the expiration from receipt of the Company's option notice hereunder in which to purchase such Shareselect whether to acquire the business identified in clause (i), which election shall be sold evidenced by a writing delivered to the proposed transferee at Offeror by the price and close of business. In the event Buyer does not timely exercise its rights hereunder, or, having exercised its rights, fails to close the sale in a timely manner, the Offeror shall be entitled to sell the business identified in clause (i) upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject business was offered to the notice and option provisions of this Section 11. The certificate evidencing any shares issued Buyer pursuant to this option shall bear a restrictive legend stating that paragraph, but may not materially modify such shares are subject terms without re-offering such business to Buyer hereunder upon the right of first refusal set forth in this Section 11proposed new terms.

Right of First Refusal. The Optionee shall not sell or otherwise transfer, by gift or otherwise, all or any part of the Shares except in compliance with the terms of this Agreement. If Employee the Optionee desires to sell or otherwise transfer any shares of common stock which he has acquired pursuant his Shares, or any interest therein, whether voluntarily or by operation of law, to any person or entity, the exercise of the option granted herein ("Shares"), Employee Optionee shall first deliver to the Company written notice of his intention desire to transfer such Shares do so (the "Notice") together with either a copy of a signed and binding offer by to the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")Company. The Notice for a Negotiated Sale shall state must specify: (i) the name and address of the proposed transfereeparty to which the Optionee proposes to sell or otherwise transfer the Shares or an interest in the Shares (the "Proposed Transferee"), (ii) the number of Shares the Optionee proposes to sell or otherwise transfer (the "Offered Shares"), (iii) the consideration per share to be transferred, delivered to the price per ShareOptionee for the proposed sale or transfer (the "Offer Price"), and (iv) all of the other material terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the proposed sale transaction, which must be a bona fide transaction. The Company shall have the right to purchase all or any part of the Offered Shares and the number of Shares to such right shall be sold. For exercisable within thirty (30) days following delivery of receipt of the Notice by acceptance of all of the terms of the Notice. If the Company does not elect to purchase all of the Offered Shares, the Optionee shall be free to sell that portion of the Offered Shares which the Company did not elect to purchase to the Proposed Transferee pursuant to the terms set forth in the Notice. If the Company does elect to purchase all or any part of the Offered Shares, the closing of such purchase and sale shall take place at the date specified in the Company's written notice, such date to be no later than thirty (30) days after the date of such notice. The Company shall have the option right to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises assign its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of rights under this Section 11. The certificate evidencing any shares issued pursuant 5 to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11one or more persons.

Right of First Refusal. If Employee desires Except as otherwise expressly provided in this Agreement, if a Member (“Transferring Member”) wishes to transfer Transfer any shares or all of common stock which he has acquired its Membership Interest pursuant to a Bona Fide Offer (as defined below), the exercise Transferring Member shall give notice to the Manager at least 150 days in advance of the option granted herein ("Shares")proposed Transfer, Employee shall deliver indicating the terms of the Bona Fide Offer and the identity of the offeror, together with all material information relating to the Company written notice of his intention to transfer such Shares offeror (the "“Transfer Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"”). The Notice for a Negotiated Sale shall state term “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the name purchase (as indicated by the offeror’s signature thereto) and address who is not an Affiliate of the proposed transfereeTransferring Member. If the price for the Membership Interest is other than cash, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date fair value in dollars (“Fair Dollar Value”) of the proposed sale and non-cash consideration shall be as established in good faith by the number of Shares to be soldManager. For thirty (30) days following delivery of after the NoticeTransfer Notice is effectively given, the Company shall have the option right to purchase all (but not less than all) or any portion of the Shares proposed to be sold by Employee at Membership Interest offered, on the price and terms stated in the Transfer Notice. In , for the event price stated in the Transfer Notice (or the cash portion of a Market Sale, such purchase the price shall be plus the Fair Market Dollar Value of the Shares non-cash consideration, as the case may be). If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that same right shall be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires or, if earlier, on the date the Company exercises gives notice of its optionelection not to purchase. Each of the other Members shall have the right to purchase, on the same terms, a part of the Membership Interest of the Transferring Member in the proportion that the purchasing Member’s Membership Interest bears to the total Membership Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less five than the entire Transferring Member’s Membership Interest. If the Company and the other Members do not exercise their rights to purchase all of such Membership Interest, the Transferring Member may, within ten (510) percentdays from the expiration date of the Members’ right to purchase, and on the terms and conditions stated in the Transfer Notice, sell or exchange that Membership Interest to the offeror named in the Transfer Notice. Such option Unless the requirements of Section 8.2 are met, the offeror under this section shall become an Assignee, and shall be exercisable entitled to receive only the share of Profits or other compensation by delivery way of written notice income and the return of Capital Contribution to Employee within such thirty (30) day periodwhich the Transferring Member would have been entitled. Any Shares not purchased by the Company maymodification, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Sharesalteration, be sold to the proposed transferee at the price and upon supplementation or other change in the terms specified and conditions stated in the Notice. Shares which are not transferred by Employee within such sixty (60) day period Transfer Notice shall again become constitute a new, separate and distinct Bona Fide Offer that shall be subject to the notice requirements and option provisions rights of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11section.

Right of First Refusal. If Employee (a) Subject to any repurchase or similar rights or obligations the Corporation may have in any agreement with a Stockholder, if any Stockholder desires to transfer Transfer all or any portion of its Shares in accordance with this Agreement (other than (i) a Transfer pursuant to Section 6, (ii) shares of common stock Series B Preferred Stock or Common Stock issued upon conversion of the Series B Preferred Stock or (iii) shares of Series C Preferred Stock or Common Stock issued upon conversion of the Series C Preferred Stock, which he has acquired pursuant shall not be considered Shares for purposes of this Section 7), then such Stockholder (the “Section 7 Selling Stockholder”) shall first offer in a written notice to Transfer such Shares to the exercise Corporation, specifying the terms and conditions of such Transfer as offered by the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares third party in a “bona fide” offer (the "“Section 7 Offer Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"”). The Notice for a Negotiated Sale Corporation shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For have thirty (30) days following delivery of from the Notice, date written notice was received to accept the Company shall have the option offer to purchase Transfer all (but not less than all) or a portion of the Shares proposed subject to the Section 7 Offer Notice, and if the Corporation does not accept the offer provided in the Section 7 Offer Notice within such period it shall be sold by Employee deemed to have rejected the offer. If the Corporation does not accept such offer, or only accepts the offer with respect to a portion of the offered Shares, then at the price expiration of the thirty (30) day notice period (or during the thirty (30) day notice period to the extent the right of first refusal has earlier been expressly rejected in writing by the Corporation during such period), the Section 7 Selling Stockholder shall offer to Transfer such Shares, or the portion of such Shares which the Corporation did not accept, as applicable, to the holders of Preferred Stock who are not Section 7 Selling Stockholders (the “Non-Transferring Holders”) and terms stated shall deliver to such Non-Transferring Holders a subsequent Section 7 Offer Notice (the “Subsequent Offer Notice”). The Non-Transferring Holders shall have thirty (30) days from the date the Subsequent Offer Notice is received to accept the offer to Transfer all or a portion of the Shares subject to the Subsequent Offer Notice, and any Non-Transferring Holder who does not accept the offer provided in the NoticeSubsequent Offer Notice within such period shall be deemed to have rejected the offer. In the event of that more than one Non-Transferring Holder wishes to accept such offer with respect to all or a Market Sale, such purchase price shall be the Fair Market Value portion of the Shares in such offer, and if there are enough Shares available for each such Non-Transferring Holder to be allocated its desired number of Shares, then each such Non-Transferring Holder shall receive the number of Shares it requested. In the event that more than one Non-Transferring Holder wishes to accept such offer with respect to all or a portion of the Shares in such offer, and there are not enough Shares available for each such Non-Transferring Holder to be allocated its desired number of Shares, then each such Non-Transferring Holder shall have the right to purchase the offered Shares pro rata based on the day Overall Percentage Interest of each such Non-Transferring Holder to the Company exercises its optioncombined Overall Percentage Interest of all Non-Transferring Holders purchasing the Shares pursuant to this Section 7(a) or as the Non-Transferring Holders may otherwise agree in writing. If any Shares remain unallocated thereafter and there remains at least one (1) Non-Transferring Holder that still wishes to be allocated Shares, less five (5any such Non-Transferring Holder(s) percent. Such option shall be exercisable allocated such Shares by delivery repeating the procedures described in the preceding two sentences. The closing of written any Transfer pursuant to this Section 7(a) shall occur in accordance with the terms and provisions of the offer (provided that the Corporation and the Non-Transferring Holder, as the case may be, shall be entitled to pay cash in lieu of any non-cash consideration in an amount equal to the non-cash consideration) and this Agreement. With respect to the Shares which are to be Transferred pursuant to this Section 7(a), each Section 7 Selling Stockholder shall cause such Shares to be Transferred free and clear of all liens, claims, encumbrances and other restrictions (other than as set forth in this Agreement). If neither the Corporation nor the Non-Transferring Holders accept such offer pursuant to this Section 7(a), or if they accept such offer only with respect to a portion of the offered Shares, then at the expiration of the thirty (30) day notice period applicable to Employee within the Non-Transferring Holders (or during such thirty (30) day notice period to the extent the right of first refusal has earlier been expressly rejected in writing by all Non-Transferring Holders during such period. Any ), subject only to Sections 5, 6 and 7, the Section 7 Selling Stockholder may Transfer the offered Shares, or the portion of the offered Shares not purchased by remaining, as applicable, to the Company mayproposed Transferee, for a period of provided that such Transfer occurs within sixty (60) days commencing on after the expiration of the Company's option to purchase such Shares, be sold thirty (30) day period and is made on terms and conditions no more favorable to the proposed transferee at the price and upon Transferee than the terms and conditions specified in the Section 7 Offer Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11.

Right of First Refusal. A. If, during the term of this Agreement, the Company proposes to issue Equity Securities (as defined in Article FIFTH, Section 1.37 of the Restated Certificate) pursuant to a transaction which would constitute an Other Extraordinary Matter pursuant to Article FIFTH, Section 3.4(b) of the Restated Certificate or would not constitute an Other Extraordinary Matter pursuant to Article FIFTH, Section 3.4(b)(vii)(A) or (B) of the Restated Certificate (a "Proposed Equity Issuance"), the Company, prior to making such Proposed Equity Issuance, shall provide each of the Employee Groups with a written statement of the specific terms of such Proposed Equity Issuance (the "Proposed Sale Notice"); provided, however, that the issuance of Equity Securities in exchange for the Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock") of the Company, or any underlying Equity Security upon the conversion of any Equity Security so issued in exchange, shall not constitute a Proposed Equity Issuance; provided, further, that the issuance of Equity Securities in the four-for-one stock split in the form of a stock dividend of Common Stock, $.01 par value ("Common Stock"), on or with respect to the Common Stock of the Company, and approved at the February 29, 1996 meeting of the Board of Directors of the Company (the "Stock Split"), shall not constitute a Proposed Equity Issuance. Each of the Employee Groups shall then have 30 days to provide to the Company a binding commitment to purchase up to its respective Proportionate Percentage (as defined in subsection D below) of the Equity Securities proposed to be issued in such Proposed Equity Issuance on terms that are Equivalent (as defined in subsection E below) to the terms set forth in the Proposed Sale Notice (the "Purchase Commitment"), and the Company shall not consummate the Proposed Equity Issuance during such 30 day period. If Employee desires to transfer any shares the Company consummates a Proposed Equity Issuance within 180 days of common stock which he has acquired the end of the 30 day notice period with respect thereto, it shall honor all the timely Purchase Commitments and shall reduce the amount of securities offered pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer Proposed Equity Issuance by the proposed transferee (a "Negotiated Sale") or a statement that amount of securities covered by such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Purchase Commitments.

Right of First Refusal. If Employee the Purchaser desires to transfer sell all or any shares of common stock which he has acquired pursuant to the exercise ---------------------- part of the option granted herein Shares at any time after the Closing and has received in writing an irrevocable and unconditional bona fide offer (the "SharesBona Fide Offer") for the purchase thereof from a third party (the "Offeror"), Employee the Purchaser shall deliver give written notice (the "BFO Notice") to the Company written notice setting forth the Purchaser's desire to sell such Shares, which BFO Notice shall be accompanied by a photocopy of his intention to transfer such Shares (the "Notice") together with either a copy of a signed original executed Bona Fide Offer and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market shall set forth at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state least the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, Offeror and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in of the NoticeBona Fide Offer. In the event of a Market Sale, such The Company and/or its designees may elect to purchase price shall be the Fair Market Value some or all of the Shares to be transferred (the "Offered Shares") upon the terms and conditions set forth in the BFO Notice by delivering a written notice of such election to the Purchaser within twenty (20) days after the date of mailing of the BFO Notice by the Purchaser. The closing of the purchase and sale of the Offered Shares shall take place on a date agreed upon by the day Purchaser and the Company exercises its option, less but in any event within forty-five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (6045) days commencing on after the expiration date of the mailing of the BFO Notice, at the principal office of the Company's option , or such other place as may be agreed to by the Purchaser and the Company. If the Company and its designees do not elect to purchase such all of the Offered Shares, be sold the Purchaser may transfer and sell any Offered Shares for which such an election is not made to the proposed transferee Offeror at the a price and upon on terms no more favorable to the terms Offeror than those specified in the BFO Notice. Shares which are not transferred by Employee within , provided that such sixty (transfer and sale is consummated during the 60) -day period shall immediately following the date of mailing of the BFO Notice by the Purchaser. Any Offered Shares not sold or transferred during such 60-day period will again become be subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 112.2.

Right of First Refusal. If Employee desires you propose to sell, pledge or otherwise transfer to a third party any Common Stock acquired under this Stock Purchase Agreement, or any interest in such Common Stock, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Common Stock. If you desire to transfer any shares of common stock which he has Common Stock acquired pursuant to the exercise of the option granted herein under this Stock Purchase Agreement, you must give a written notice ("SharesTransfer Notice"), Employee shall deliver ) to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by describing fully the proposed transferee (a "Negotiated Sale") or a statement that such Shares are transfer, including the number of shares proposed to be sold into transferred, the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state proposed transfer price and the name and address of the proposed transferee, . The Transfer Notice shall be signed both by you and by the number proposed new transferee and must constitute a binding commitment of Shares both parties to be transferred, the price per Sharetransfer of the Common Stock. The Company shall have the right to purchase all, and not less than all, of the other Common Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such transfer. The Notice for terms permitted in the next paragraph) by delivery of a Market Sale shall state the expected date notice of exercise of the proposed sale and the number Right of Shares to be sold. For First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following delivery receipt of the Transfer Notice by the Company, conclude a transfer of the Common Stock subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Common Stock on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that if the Transfer Notice provided that payment for the Common Stock was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Common Stock with lawful money equal to purchase all (but not less than all) the present value of the Shares proposed to be sold by Employee at the price and terms stated consideration described in the Transfer Notice. In The Company's Right of First Refusal shall inure to the event benefit of a Market Saleits successors and assigns, such purchase price shall be the Fair Market Value freely assignable in whole or in part and shall be binding upon any transferee of the Shares on the day the Company exercises its option, less five (5) percentCommon Stock. Such option The Company's right of First Refusal shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of terminate if the Company's option to purchase such Shares, be sold to Common Stock is listed on an established stock exchange or is quoted regularly on the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Nasdaq Stock Market.

Right of First Refusal. If Employee desires The Company agrees that if Firm Units are sold in accordance with the terms of this Agreement, then, if following the date of such sale the Company proposes to transfer effect any shares public offering, any Rule 144A offering or any private placement of common stock which he has acquired pursuant to the exercise of the option granted herein securities ("Shares"each, a “Subsequent Placement”), Employee shall deliver to other than the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer offering contemplated by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Noticethis Agreement, the Company shall have offer to engage the option Underwriter (or, at the Underwriter’s discretion, any of its affiliates) as the Company’s lead managing underwriter, lead purchaser or exclusive placement agent, as the case may be, in connection with such transaction(s) on terms and conditions customary to purchase all the Underwriter for similar transactions, as follows: (i) if such offering is for gross proceeds of $25 million or less, then the obligation under this paragraph shall expire three (3) months from the date of this Agreement; (ii) if such offering is for gross proceeds greater than $25 million but not less than all$30 million, then the obligation under this paragraph shall expire six (6) months from the date of this Agreement; and (iii) if such offering is for gross proceeds equal to or greater than $30 million, then the obligation under this paragraph shall expire nine (9) months from the date of this Agreement; provided, however, that the Underwriter may decline such engagement in its sole and absolute discretion at such time. The terms of such engagement shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Underwriter, market conditions, the absence of adverse changes to the Company’s business or financial condition, approval of the Shares proposed Underwriter’s internal committee and any other conditions that the Underwriter may deem appropriate for transactions of such nature. The Underwriter’s failure to be sold by Employee at exercise its rights with respect to any particular offering shall not affect its rights relative to future offerings. If the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day Underwriter fails to deliver written notice to the Company exercises its option, less electing to exercise the Underwriter’s rights pursuant to this Section 7(a) within five (5) percent. Such option Business Days after the Underwriter’s receipt of a written notice of a proposed Subsequent Placement from the Company or its agents, the Underwriter shall be exercisable by delivery of written notice deemed to Employee within have permanently and irrevocably waived such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option rights with respect to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Subsequent Placement.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant (a) Subject to the exercise second sentence of Section 9.1(a) hereof, in the option granted herein event any Member (the "SharesTransferring Member") receives a bona fide third party offer to acquire any or all of such Transferring Member's Membership Interest or any interest therein (other than a Permitted Transfer), including any transaction that constitutes a Transfer under Section 9.1(b) or (c), which offer such Transferring Member wishes to accept, such Transferring Member shall promptly notify the other Member (the "Non-Transferring Member") in writing of such offer (the "Offer Notice"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state setting forth the name and address of the proposed transfereeprospective purchaser or acquiror, the number amount of Shares the Transferring Member's Membership Interests to be transferredTransferred, the price per Shareor method of determining such price as designated by the Transferring Member and the prospective purchaser or acquiror (the "Offer Price"), and the other material terms and conditions of such transferproposed Transfer, subject to Section 9.3(f). The Notice for Non-Transferring Member shall have a Market Sale shall state the expected date period of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery (the "Offer Option Period") after the receipt of the Notice, the Company shall have the option Offer Notice within which to purchase notify such Transferring Member in writing that it wishes to acquire all (but not less than all) of the Shares such Membership Interests that are proposed to be sold by Employee Transferred at the a price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold equal to the proposed transferee at the price and Offer Price and, upon the same terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal conditions set forth in the Offer Notice (the "Offer Acceptance Notice"), subject to Section 9.3(f); provided, however, that the Non-Transferring Member shall not be entitled to provide both an Offer Acceptance Notice under this Section 119.3 and a Tag Along Notice pursuant to the terms of Section 9.4 hereof.

Right of First Refusal. If Employee In the event that a Holder desires at any time to sell or otherwise transfer all or any shares of common stock which he has acquired pursuant to the exercise part of the option granted herein ("Shares")Shares issued under this Plan then held by such Holder, Employee the Holder first shall deliver give written notice to the Company written notice of his intention to transfer make such transfer. Such notice shall state the number of Shares which the Holder proposes to sell (the "Notice") together with either a copy of a signed “Offered Shares”), the price and binding offer by the terms at which the proposed transferee (a "Negotiated Sale") or a statement that such Shares are sale is to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state made and the name and address of the proposed transferee, . At any time within 30 days after the number of Shares to be transferred, the price per Share, and the other terms receipt of such transfer. The Notice for a Market Sale shall state notice by the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the NoticeCompany, the Company shall have the option or its assigns may elect to purchase all (but not less than all) or any portion of the Offered Shares proposed to be sold by Employee at the price and on the terms stated offered by the proposed transferee and specified in the Noticenotice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 9.1, the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event of a Market Sale, that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price shall be within such 45-day period, the Fair Market Value of Holder may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the day same terms as specified in the Company exercises its option, less five (5) percentHolder’s notice. Such option Any Shares purchased by such proposed transferee shall no longer be exercisable by delivery subject to Article 9 of written notice to Employee within this Plan and such thirty (30) day periodtransferee shall not be considered a Holder hereunder. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become remain subject to the notice and option provisions Article 9 of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Plan.

Right of First Refusal. If Employee desires during the Term or any Extension Term of this Lease, Landlord or Fee Owners (hereinafter defined) shall have received a bona fide arm's length offer to transfer purchase the Premises which is acceptable to Landlord and/or Fee Owners (the "Offer") from any shares of common stock which he has acquired pursuant to third party (the exercise of the option granted herein ("SharesTransferee"), Employee Landlord and Fee Owners shall deliver send a notice (herein referred to the Company written notice of his intention to transfer such Shares (as the "Transfer Notice") to Tenant. The Transfer Notice shall set forth the exact terms of the Offer so received, together with either a copy of a signed the Offer, and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name desire of Landlord to sell the Premises on such terms and address of the proposed transfereeconditions. Thereafter, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Tenant shall have the right and option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee Premises at the price and upon the terms and conditions specified in the Offer. If Tenant desires to exercise its option, it shall give notice (the "Counter Notice") to that effect to Landlord and Fee Owners within twenty (20) days after receipt of the Transfer Notice. Shares which are Such Counter Notice shall be accompanied by a letter acknowledging Tenant's agreement to be bound by the terms and conditions of the Offer. Such Counter Notice shall set forth a date not transferred by Employee within such later than sixty (60) day period days from the service of the Counter Notice on which the closing shall again become subject be held. The Tenant's failure to give a timely Counter Notice (or notice of its refusal to purchase) shall be deemed a waiver of its option to purchase the Premises pursuant to the notice and Offer, but shall not be deemed a waiver of its option provisions of to purchase the Premises pursuant to any modification to the Offer or any future offers. Tenant's rights under this Section 11. The certificate evidencing 13 are assignable to any shares issued person or entity which is or would be a permitted assignee pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Section 9 hereof. Tenant's failure to, or its election not to, exercise its right of first refusal set forth hereunder shall not affect the continued enforceability of the option to purchase provided in this Section 1112 hereof.

Right of First Refusal. Employee shall not transfer any Restricted Shares to any person, firm or corporation, unless Employee shall have first made the offer to sell the Restricted Shares to the Company as described in this Paragraph 7, and such offer has not been accepted. If Employee desires finds an individual or entity who wishes to transfer any shares of common stock which he has acquired pursuant to acquire the exercise of Restricted Shares (the option granted herein ("Shares"“Offeror”), Employee shall deliver obtain from the Offeror a written offer to the Company written notice of his intention to transfer such Shares purchase (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"“Third-Party Offer”). The Notice for a Negotiated Sale Third-Party Offer shall state set forth the name and address of the proposed transfereeOfferor, the number of Shares shares to be transferred, the price per Share, share and the other terms of such transferthe offer. Employee shall deliver a copy of the Third-Party Offer to the Company. Upon receipt of the Third-Party Offer, the Company shall, without any other action on the part of Employee, have an option to acquire the shares of stock described in the Third-Party Offer at the same price and upon the same terms and conditions as set forth in the Third-Party Offer. The Notice for a Market Sale Company shall state the expected date have thirty (30) days after its receipt of the proposed sale Third-Party Offer to elect to exercise its option to purchase the shares described in the Third-Party Offer; acceptance must be for all offered shares. If the Company elects to exercise its option, the Closing shall be in accordance with the terms of Paragraph 6. If thirty (30) days after receipt of the Third-Party Offer by the Company, the Company has not exercised its option, Employee may make a bona fide transfer to the prospective transferee named in the statement attached to the offer, but only in strict accordance with the price and the number of Shares terms stated therein. If Employee fails to be sold. For make such transfer within thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares30-day acceptance period described above, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Restricted Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to all of the notice and option provisions restrictions of this Section 11Agreement. The certificate evidencing any shares issued pursuant Upon transfer to anyone other than the Company, the Restricted Shares in the hands of such transferee shall no longer be subject to this Agreement. Notwithstanding the foregoing, nothing in this Paragraph 7 shall prevent the Employee from tendering the Restricted Shares in payment of the option shall bear a restrictive legend stating that price for the Company’s common stock upon exercise of the option granted under any stock option agreement between the Employee and the Company, if such shares are subject agreement permits payment of the exercise price by tender of shares. In such event, the rights granted to the right of first refusal set forth in Company under this Section 11Paragraph 7 shall not apply.

Right of First Refusal. If Employee (a) Except for Transfers to Permitted Transferees or Transfers pursuant to Section 9, if any Stockholder (a "Selling Stockholder") desires to transfer dispose of any shares or all of common stock which he has acquired its Securities, (i) such proposed Transfer must be pursuant to the exercise a bona fide written offer received from a proposed third party purchaser who is not an Affiliate of the option granted herein Selling Stockholder (the "SharesOffer"), Employee (ii) such Stockholder shall deliver give written notice (the "Sale Notice") to the Company written notice of his intention to transfer such Shares and each non-selling Major Investor not fewer than thirty (30) Business Days before the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale disposition, which notice shall specify the terms and conditions of the Offer and the number identity of Shares the offeror and (iii) each non-selling Major Investor shall have the option, but not the obligation, by providing written notice to be sold. For the Selling Stockholder within thirty (30) days Business Days following delivery the receipt of the NoticeSale Notice (the "Option Period"), the Company shall have the option to purchase all (in the aggregate, all, but not less than all) , of the Shares proposed to be sold by Employee Securities for which the Offer was made at the price and upon the terms stated and conditions set forth in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percentOffer. Such option shall be exercisable by delivery each non-selling Major Investor on a pro-rata basis with a right to purchase the full allotment of written notice Securities unsubscribed for by any other non-selling Major Investor. Subject to Employee within the compliance with the tag-along right provisions of Section 9(a) hereof, such thirty (30) day period. Any Shares not purchased purchase will close, unless otherwise agreed to by the Company maySelling Stockholder and the non-Selling Major Investor, for a period of sixty (60) days commencing on the expiration thirtieth (30th) Business Day after the latest day on which a Sale Notice was received by any of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11purchasing Major Investors.

Right of First Refusal. If Employee desires the Associate wishes to sell or otherwise transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("vested Restricted Shares"), Employee then at least 30 days prior to any such transfer, the Associate shall deliver give notice to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state set forth (i) the name and address number of Restricted Shares proposed to be sold or transferred; (ii) the date or proposed date of the sale or transfer; (iii) the identity of the proposed transferee; and (iv) the principal terms of the transfer, including the number of Shares cash or other property or consideration to be transferred, the price per Share, and the other terms of received upon such transfer. The Notice for a Market Sale Company shall state have the expected date right, but not the obligation, to purchase all, but not less than all, of the proposed sale and Restricted Shares on the number of Shares to be soldsame terms specified in the Notice. For thirty (30) Within 30 days following delivery after receipt of the Notice, the Company shall have give written notice (the option "Company Notice") to the Associate stating whether or not it elects to exercise its right to purchase all (but the Restricted Shares and a date and time for consummation of such purchase, not less more than all) 10 days after the receipt by the Associate of the Company Notice. Failure by the Company to deliver a Company Notice within such time period shall be deemed an election by the Company not to exercise its right to purchase the Restricted Shares. If the Company does not exercise its right to purchase the Restricted Shares, then the Associate shall be free to transfer the Restricted Shares proposed to be sold by Employee at on the price and terms stated provided in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Restricted Shares not purchased by the Company may, for within a period of sixty (60) 90 days commencing on of the expiration Notice by the proposed transferee in the Notice may not be sold or otherwise disposed of until they are again offered to the Company under the procedures specified in this Section 6. The Company's right of first refusal described in this Section 6 shall terminate upon the closing of an initial public offering of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Common Stock.

Right of First Refusal. If Employee desires to transfer any shares Each of common stock which he has acquired pursuant the Principal Shareholders hereby grants to the exercise Investors a right of first refusal to purchase any securities of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed sought to be sold by Employee him, and agrees that any such sale shall be for cash only. Any Principal Shareholder desiring to sell any of such securities (the "Selling Shareholder") shall notify the Investors in writing of his intention. Promptly after the expiration of the Cut-off Date (to the extent applicable under Section 4 hereof), the Selling Shareholder shall inform the Investors in writing of the type and number of securities available for sale (including those offered pursuant to the provisions of Section 4), the identities of those desiring to sell, the identity of the proposed purchaser, the proposed price and the terms of the sale. The Investors shall thereupon have a right of first refusal to purchase the securities offered at the price and on the terms stated in offered by the Noticeproposed purchaser. In Unless the event of Investors agree unanimously upon a Market Saledifferent allocation, such each Investor wishing to purchase price securities shall be have the Fair Market Value right to purchase that portion of the securities offered which is determined by a fraction the numerator of which is the number of shares of Common Stock held by such Investor and the denominator of which is the number of shares of Common Shares on held by all Investors who wish to purchase securities (assuming for purposes of the day calculation the exercise and conversion of all securities of the Company exercises held by such Investors). Each participating Investor shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its optionright of first refusal. Each Investor desiring to exercise its right of first refusal, less five (5) percent. Such option shall be exercisable by delivery of deliver a written notice to Employee within such thirty the Selling Shareholder (30with a copy to the Company), not later than ten (10) day periodbusiness days after receiving notice of the offer from the Selling Shareholder, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment, and (iii) the maximum amount of securities it is willing to purchase. Any Shares not purchased by the Company may, The Selling Shareholder shall be free for a period of sixty (60) days commencing after the notice period has expired to sell any securities not subscribed for by the Investors to the same proposed purchaser, at the same price and on the expiration same terms as set forth in the Selling Shareholder's notice of intended sale. The Investors which notify the Company's option Selling Shareholder that they intend to purchase the securities shall consummate such Shares, be sold to purchase not later than thirty (30) business days after receiving notice from the proposed transferee at the price and upon the terms specified in the NoticeSelling Shareholder. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option The provisions of this Section 11. The certificate evidencing shall not apply to any shares issued pursuant transfer of securities from the CEO Venture Fund III to this option shall bear a restrictive legend stating that such shares are subject affiliated funds or to the right partners of first refusal set forth in this Section 11CEO Venture Fund III or affiliated funds.

Right of First Refusal. If Employee desires In the event any Individual Shareholder (a "SELLING SHAREHOLDER") receives a bona fide offer to transfer any purchase its shares of common stock which he has acquired pursuant to from an independent third party, Selling Shareholder shall give the exercise Company and each of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares other Shareholders (the "NoticeNON-SELLING Shareholders") together with either notice of such an offer and provide the Company and each of the Non-Selling Shareholders a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")thereof. The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to elect, within 10 days following its receipt of such notice, to purchase all (but not less than all) of the Shares proposed to be sold by Employee at Selling Shareholder's shares under the price same terms and terms stated in conditions as the Noticeoffer. In the event the Company does not exercise its option to purchase all of a Market Salesuch shares, such it shall give notice to that effect to the Non-Selling Shareholders and the Non-Selling Shareholders shall have the option to purchase price shall be the Fair Market Value any of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares Selling Shareholder's shares not purchased by the Company mayunder the same terms and conditions as the offer, for a period of sixty (60) such option to be exercised within 10 days commencing on following the expiration of the Company's option period. If the Selling Shareholder's shares are purchased by more than one Non-Selling Shareholder, they may be divided among the purchasers as the purchasers may agree or, absent an agreement among the purchasers to the contrary, in proportion to each purchaser's respective interest in the Company prior to such purchase from the Selling Shareholder. If, at the end of the option periods described above, options have not been exercised by the Company and/or the Non-Selling Shareholders to purchase such Sharesall of the Selling Shareholder's offered shares, then the Selling Shareholder shall be sold free (subject, with respect to WWWX, to the proposed transferee provisions of Section 4.6 hereof), for a period of 60 days thereafter, to sell all, but not less than all, of the offered shares to the third party purchaser at the same price and upon the same terms specified in and conditions as the Noticeoffer. Shares which If such offered shares are not transferred by Employee so sold within the aforesaid 60-day period, the Selling Shareholder shall not be permitted to sell such sixty (60) day period shall offered shares without again become subject to complying with the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 114.5.

Right of First Refusal. If Employee desires If, during the Option Period or the Lease Term, Lessor receives an offer to transfer purchase, make a loan, or give any shares of common stock which he has acquired pursuant to the exercise consideration in exchange for any of the following interests in all or a portion of the Leased Premises: (i) fee title, (ii) a perpetual or other easement, (iii) a lease, (iv) any present or future possessory interest, (v) any or all portions of Lessor’s interest in this Agreement including rent or (vi) an option granted herein ("Shares")to acquire any of the foregoing, Employee Lessor shall deliver to the Company provide written notice to Xxxxxx of his intention to transfer such Shares said offer (the "“Lessor’s Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"”). The Lessor’s Notice for a Negotiated Sale shall state include the name and address of the proposed transfereeprospective buyer’s name, the number of Shares to be transferred, the purchase price per Sharebeing offered, and other consideration being offered, the other terms of such transfer. The Notice for a Market Sale shall state the expected date and conditions of the offer, the due diligence period, the proposed sale and the number closing date and, if a portion of Shares Lessor’s Property is to be sold, a description of said portion. For Lessee shall have a right of first refusal to purchase, at its election and on the terms and conditions as in Lessor’s Notice a fee simple interest in Lessor’s Property or Leased Premises or a perpetual easement for the Leased Premises. If the Lessor’s Notice is for more than the Leased Premises and Lessee elects to purchase in fee or acquire a perpetual easement in only the Leased Premises, the terms and conditions of said acquisition shall be the same terms and conditions as in Lessor’s Notice but the purchase price shall be pro-rated on an acreage basis. If Lessee does not exercise its right of first refusal by written notice to Lessor given within thirty (30) days following delivery of days, Lessor may sell the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated property described in the Lessor’s Notice. In the event If Lessee declines to exercise its right of a Market Salefirst refusal, such purchase price then this Agreement shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price continue in full force and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice effect and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the Xxxxxx’s right of first refusal set forth in this Section 11shall survive any such conveyance.

Right of First Refusal. If Employee Except as provided in Section 20.1 or 20.2 or 20.5, a Partner (the "Selling Partner") which desires to sell or otherwise transfer all or any shares part of common stock which he has acquired pursuant its interest in the Partnership to a third party shall give written notice to the exercise other Partner (the "Nonselling Partner") of that intention, setting forth the identity of the option granted herein ("Shares"), Employee shall deliver to third party and the Company written notice price and terms of his intention to transfer such Shares the proposed sale (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery Upon receipt of the Notice, the Company Nonselling Partner shall have the option right but not the obligation to purchase all (but not less than all) the interest of the Shares proposed to Selling Partner offered for sale, which may be sold by Employee at all or part, for the same price and upon the same terms stated and conditions as set forth in the Notice, net of any third party commissions payable. The Nonselling Partner shall give notice to the Selling Partner within 30 days of receipt of the Notice of its intention to exercise its option or not exercise its option. If the Nonselling Partner elects to exercise its option, the purchase and sale of the Selling Partner's interest offered for sale shall be completed within the later of (i) 60 days after the Nonselling Partner gives notice of its intention to exercise its option, or (ii) the date of closing provided in the Notice. In If the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises Nonselling Partner elects not to exercise its option, less five then the sale, assignment and transfer to a third party shall not be made unless (5i) percent. Such option shall be exercisable by delivery of written notice to Employee the proposed assignee agrees in writing within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) 15 days commencing on after the expiration of the Company's 30 day option to purchase such Shares, be sold period provided to the proposed transferee at Nonselling Partner to become a Partner in the price and upon Partnership under the terms specified and provisions of this Agreement, as amended to the date of the assignment, and to assume all of the obligations and liabilities of the assignor under this Agreement with respect to the Partnership interest (all or part) that is offered for sale, (ii) such sale, assignment and transfer is made for a price not less and on terms not more favorable to the purchaser than stated in the Notice and is completed within 60 days from the expiration of the 30 day option period regardless of what closing date is provided for in the Notice, and (iii) the sale, assignment and transfer of the Partnership interest of the assignor (all or part) that is offered for sale is made to not more than one assignee. Shares which are not transferred by Employee within such sixty (60) day period Upon transfer of less than the Selling Partner's entire Partnership interest to a third party, this Agreement shall again become subject be amended to reflect the notice admission of an additional general partner and option provisions the rights and obligations of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11all then existing Partners.

Right of First Refusal. If Employee desires Subject to transfer any shares transfers of common stock which he has acquired pursuant to the exercise Units of the option granted herein Class A Limited Partner in accordance with Section 8.1 above, no Limited Partner (including any assignee of a Limited Partner) may propose to make any sale, transfer, pledge, assignment or other disposition of all or any part of their Units or other Limited Partnership interests (such interests referred to as the "SharesUnits Offered for Sale")) except in exchange for cash or a combination of cash and promissory notes. Prior to making such disposition, Employee shall deliver the Limited Partner desiring to the Company written notice of his intention to transfer make such Shares sale (the "NoticeSelling Partner") together with either a copy shall first offer his or her Units Offered for Sale to each of a signed the other Limited Partners under the same terms and binding offer by conditions as the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a the "Market Terms of Sale"). The Notice for a Negotiated Sale Such offer shall state be in writing (the "Offer Notice") and delivered to the other Partners, along with the name and address of the proposed transferee, purchaser of the number of Shares Units Offered for Sale. The Selling Partner shall provide to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of Partners all information regarding the proposed sale and the number of Shares to proposed purchaser, as may be soldreasonably requested by the other Partners. For thirty (30) days following delivery a period of 15 Business Days after the date of the NoticeOffer Notice is given, a Partner may accept the Selling Partner's offer with respect to the portion of the Units Offered for Sale that corresponds to the ratio of the accepting Partner's Limited Partners interest to the Limited Partners Interest of all the other Partners (other than the Selling Partner) by giving written notice SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF RACKSPACE, LTD. 12 of such acceptance to the Selling Partner and the General Partner. Beginning with the expiration of 15 Business Days after the date the Offer Notice is given and ending on the 20th Business Day after the date the Offer Notice was given, the Company Partnership or the General Partner may, in the sole discretion of the General Partner, accept the Seller's offer with respect to all of the remaining portion of the Units Offered for Sale by giving written notice of such acceptance to the Seller and the other Partners. Unless the other Partners and the Partnership (in the aggregate) accept the Seller's offer with respect to all of the Units Offered for Sale, the Selling Partner's offer shall have the option be deemed rejected in its entirety. Upon an election to purchase all of such Units Offered for Sale as provided above, the purchasing Partners (and the Partnership as the case may be) shall make available to the Selling Partner at the offices of the General Partner, an amount equal to ten (10%) percent of the purchase price of the Units Offered for Sale as a non-refundable deposit. In addition, to the extent that the Terms of Sale require a note or notes, the accepting Limited Partners shall be required to demonstrate that they have at least the same credit worthiness as the proposed purchaser. Payment for the Units Offered for Sale shall be made in accordance with the Terms of Sale. If the Partners and the Partnership do not elect to purchase all the Units Offered for Sale, the Selling Partner shall be free to sell all, but not less than all) all of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, Units Offered for Sale for a period of sixty (60) days commencing on after the expiration of the Company's option to purchase of the other Partners, provided that any such Shares, sale must be sold made under the same terms and conditions and to the proposed transferee at the price and upon the terms specified same purchaser as described in the NoticeTerms of Sale. Shares which are not transferred by Employee within such sixty (60) day period The Selling Partner shall again become subject provide all information relating to the notice and option provisions transferee of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Units Offered for Sale which is reasonably requested by the General Partner.

Right of First Refusal. If Employee at any time Landlord determines if it desires to transfer any shares of common stock which he has acquired pursuant to sell the exercise of the option granted herein ("Shares")Premises, Employee it shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Shareso notify Tenant, and the other terms of such transfer. The Notice for a Market Sale Tenant shall state the expected date of the proposed sale and the number of Shares to be sold. For have thirty (30) days following delivery in which to submit an offer (the “Offer”) to Landlord. Xxxxxxxx agrees that is will not sell the Premises to a third party for the same or less than the amount of said Offer, so long as the terms offered are reasonably comparable. Further, if Xxxxxxxx receives an offer from a third party for the Premises which it is willing to accept, (a) Landlord agrees to give notice of each proposed sale, including the purchase price and all other terms and conditions, to Tenant; (b) Tenant will have the right to purchase the Premises at the purchase price and on the other terms and conditions offered to Landlord by the third party, by giving notice to Landlord within thirty (30) days after Landlord has notified Tenant of the Noticeterms of Xxxxxxxx’s proposed sale; and (c) if Tenant does not give notice of the exercise of its option within such time, the Company shall Landlord will have the option right to purchase all (but not less than all) of sell the Shares proposed to be sold by Employee at Premises upon the price and terms stated in the Notice. In offer made or received by Landlord, but not upon terms more favorable to the purchaser, except that in the event of a Market Salematerially changed conditions with respect to the Premises during the term of any such sales contract with such purchaser, such Landlord may decrease the purchase price shall be the Fair Market Value by up to, but not in excess of ten percent (10%) of the Shares on amount of the day purchase price without again notifying Tenant, but in all other events, Landlord may not sell the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of Land to such third party upon terms more favorable to the purchaser unless Landlord again gives written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this Section, and Xxxxxx does not exercise its option shall bear a restrictive legend stating that such shares are subject to based upon the right of first refusal set forth in this Section 11new terms.

Right of First Refusal. If Employee desires During the period beginning on the date hereof and ending on the earliest to transfer any shares occur of common stock which he has acquired (i) the completion of the First Put Right (as defined in the Put and Call Agreement), (ii) completion of the Second Put Right (as defined in the Put and Call Agreement), (iii) the date that a mandatory redemption is completed as described in Sections 3.3 and 3.4 of this Agreement, (iv) the date that all of the Convertible Notes have been called pursuant to the exercise Call Option (as defined in the Put and Call Agreement) and such transaction is completed or (v) the date that all of the option granted herein Convertible Notes are paid in full, (the "SharesLock-Up Period"), Employee the Company will not conduct any equity financing (including debt with an equity component) ("Future Offerings") unless it shall deliver have first delivered to each Purchaser and the Purchasers' Representative, at least fifteen (15) Business days prior to the Company closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser an option during the ten (10) day period following delivery of his intention such notice to transfer purchase its pro rata share (based on the ratio that the number of Convertible Notes purchased hereunder bears to the total number of Convertible Notes) of the securities being offered in the Future Offering on the same terms as contemplated by such Shares Future Offering (the limitations referred to in this sentence are collectively referred to as the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market SaleCapital Raising Limitations"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to Purchasers may exercise the right of first refusal set forth herein (x) for Future Offerings in this Section 11excess of $20,000,000, for all or any portion thereof, and (y) for Future Offerings of $20,000,000 or less, for all, but not less than all, of the Future Offering. The Capital Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the Securities Act) or (ii) issuances of securities in connection with (A) a merger, consolidation or sale of assets, (B) in connection with any strategic partnership or joint venture (the primary purpose for which is not to raise equity capital), or (C) in connection with the disposition or acquisition of a business, product or license by the Company. The Capital Raising Limitations also shall not apply to (i) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (ii) the grant of additional options or warrants, or the issuance of additional securities under any Company stock option or restricted stock plan existing on the date hereof, or, if established hereafter, approved by a majority of the Company's disinterested Directors or (iii) the issuance of Common Stock at the market price prevailing on the date of issuance to employees and Directors wishing to purchase additional shares on terms approved by a majority of the disinterested members of the Board of Directors.

Right of First Refusal. If Employee desires to transfer Until such time as no amounts are owing under the Debentures, upon any shares offer, sale or issuance, for cash or other property, of common stock which he has acquired pursuant to the exercise subordinated indebtedness of the option granted herein ("Shares")Company, Employee then the Purchaser shall deliver have the right to the Company written notice subscribe to and purchase such notes and evidences of his intention to transfer such Shares subordinated indebtedness (the "NoticeNew Indebtedness") together with either at a copy of a signed price and binding offer by on such other terms and conditions as are no less favorable to the proposed transferee (a "Negotiated Sale") Purchaser than those on which the New Indebtedness will be offered, sold or a statement that such Shares are issued to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")other persons. The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Purchaser shall have the option to purchase all (but not less than all) up to such portion of the Shares proposed New Indebtedness as shall be equal to the Purchaser's pro rata investment in the Company of the entire amount of investments made in the Company by the Purchaser at such date. The Company shall give written notice to the Purchaser of any and each opportunity for exercise of its rights under this Article XI, setting forth the price of such New Indebtedness and the amount of such New Indebtedness that the Purchaser is entitled to purchase. Such notice shall be sold by Employee delivered to the Purchaser at the price and terms stated address then shown in the Noticerecords of the Company, and the Purchaser may exercise its rights to purchase such New Indebtedness by written notice thereof delivered to the Company at its principal office not later than 10 business days following the date on which notice of such rights was received by the Purchaser. In the event the Purchaser does not elect to purchase the offered New Indebtedness, any other Affiliate of the Purchaser that is a Market Salewholly owned subsidiary of Conseco, such purchase price Inc. shall be the Fair Market Value of the Shares on the day the Company exercises its option, less given notice thereof and shall have five (5) percent. Such option shall be exercisable by delivery of written notice business days thereafter to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option elect to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Noticeunpurchased allotment. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11XII.

Right of First Refusal. (A) If Employee desires at any time any Kellogg Person (the "Seller") shall wish to transfer sell, transfer, assign or otherwise dispose of ("Sell"; and such a sale, transfer, assignment or other disposition, a "Sale"), any shares of common stock which he has acquired pursuant to Common Stock or Other Voting Securities beneficially owned by such Seller (the exercise of the option granted herein ("Subject Shares"), Employee such Seller shall deliver to the Company Xxxxxx Person written notice of his intention to transfer such Shares thereof, which notice (the a "Pre-Sale Notice") together with either shall (at a copy of a signed minimum) specify: (i) the identity the Seller and binding offer by (if different from the proposed transferee (a "Negotiated Sale"Seller) or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address record holder of the proposed transfereeSubject Shares, (ii) the number of Shares Subject Shares, (iii) if the Sale is to be transferredeffected other than through an open-market trade, the price per Sharematerial terms and conditions of such Sale, and (iv) the other price at which the Seller intends to or is willing to effect such Sale. Such price specification may be expressed in terms of a minimum price or "at market". If the Xxxxxx Person wishes to purchase such transfer. The Notice for a Market Sale Subject Shares, or to have his designee effect such purchase, he shall state advise the expected date Seller by the next business day following receipt of the proposed sale and the number of Shares to be sold. For thirty Pre-Sale Notice that he (30or his designee) days following delivery of the Notice, the Company shall have the option agrees to purchase all (but not less than all) of the Subject Shares proposed to be sold by Employee at the price and terms stated specified in the Pre-Sale Notice. In the event that the Xxxxxx Person (or his designee) shall fail to so advise the Seller within such one-business-day period, or shall so advise within such time but shall fail (other than as a result of a Market Saledefault or failure on the part of the Seller) to settle his purchase of the Subject Shares within ten business days after his receipt of the Pre-Sale Notice, such purchase price the Seller shall be free to Sell the Fair Market Value Subject Shares during the 30-day period following its delivery of the Pre-Sale Notice at a price no less favorable to the Seller than that specified therein. Any Subject Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee not Sold within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) -day period shall again become remain subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 112.3.

Right of First Refusal. If Employee In the event Optionee desires to ---------------------- transfer any shares of common stock Shares which he or she has acquired purchased pursuant to the exercise of the option granted herein ("Shares")this Agreement, Employee Optionee shall deliver to the Company Corporation written notice of his or her intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale")transferee. The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company Corporation shall have the option to purchase all (but not less than alla11) of the Shares proposed to be sold by Employee Optionee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be is exercisable by delivery of written notice to Employee Optionee within such thirty (30) day period. Any Shares not purchased by the Company Corporation may, for a period of sixty (60) days commencing on the expiration of the CompanyCorporation's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred sold by Employee Optionee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 1117.1. The certificate evidencing Any transfer of Shares by Optionee or any shares issued pursuant to this option successive transferee shall bear be conditioned upon the transferee granting the Corporation a restrictive legend stating that such shares are subject to the right of first refusal under the terms set forth in this Section 1117.1. The Corporation's rights under this Section 17.1 shall terminate if the Corporation's common stock becomes publicly traded.

Right of First Refusal. If Employee This section sets forth the procedure by which a Partner may sell all of its Interest in the Partnership, but does not authorize a Partner to sell less than all of its Interest in the Partnership without the unanimous Vote or written consent of the Partners. In the event a Partner desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase sell all (but not less than all) of its Interest in the Shares Partnership, it shall first notify and fully inform the other Partners in writing of the identity of the proposed buyer (the "BUYER") and the proposed terms and conditions of such proposed sale (the "NOTICE OF PROPOSED SALE"). The selling Partner shall afford the non-selling Partners the opportunity, within thirty (30) days after receiving the Notice of Proposed Sale, to elect to purchase such selling Partner's Interest on the same terms and conditions as set forth in the Notice of Proposed Sale by delivery of its written notice to this effect to the selling Partner. If more than one non-selling Partner desires to purchase the selling Partner's Interest, each non-selling Partner shall purchase that portion determined by multiplying the Interest being sold by a fraction, the numerator of which is the existing Percentage Interest of the Partner electing to purchase, and the denominator of which is the total of the Percentage Interests of the Partners EXCLUDING the Interest being sold. If one of the non-selling Partners does not elect to purchase its share of the selling Partner's Interest, the entire Interest shall be sold by Employee at to the price and terms stated in the Noticeother non-selling Partners. In the event of a Market Sale, such purchase price shall be the Fair Market Value that one or more of the Shares non-selling Partners shall so elect to purchase the Interest of the selling Partner on such terms and conditions, the closing of the purchase will take place according to the proposed terms and conditions of the sale or, if not specified, within a reasonable period (but not more than ninety (90) days) after such election to purchase is made. In the event that none of the non-selling Partners elect to purchase the Interest of the selling Partner within the 30-day period, the Company exercises its optionselling Partner shall, upon obtaining the unanimous Vote or written consent of the non-selling Partners, then be free to sell to the proposed Buyer all (but not less five than all) of such Interest on terms and conditions no less favorable than offered to the non-selling Partners in the Notice of Proposed Sale within a period of one hundred twenty (5120) percentdays after the end of such 30-day period. Such option In the event the sale does not take place to the proposed Buyer in compliance with this section within such 120-day period, the selling Partner shall be exercisable by delivery of give written notice to Employee within such thirty (30) day periodthis effect to the non-selling Partners. Any Shares not purchased subsequent proposed sale by the Company may, for a period that Partner of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified its Interest in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall Partnership will again become subject to require compliance with the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 118.5.

Right of First Refusal. If Employee desires Buyer shall have the right of first refusal to transfer purchase a controlling interest or any shares of common stock which he has acquired pursuant to the exercise of the option granted herein interest in any AGD Affiliate upon any proposed change in ownership in such entity that would result in Xxxxx X. Xxxxxxxxx losing control over such entity ("SharesTriggering Event"). Transfers of interests by Xxxxx X. Xxxxxxxxx to Xxxxxxxxx'x children, Employee Xxxxx X., Xxxx and/or Xxxxxx Xxxxxxxxx, shall deliver not be considered a Triggering Event, and shall not give rise to the Company Buyer's right of first refusal hereunder, but transfers by such children transferees to parties other than Xxxxx X. Xxxxxxxxx would constitute a Triggering Event. Such rights of first refusal shall be exercised as follows: Xxxxx X. Xxxxxxxxx or his children transferees (hereafter "Summerton") shall give written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed Summerton's desire to sell such interests prior to the sale, and binding offer the parties shall seek to determine the interest price as quickly as reasonably possible after such Notice. The price of the interests shall be (i) the price offered by the proposed transferee in good faith and at arm's length; or (ii) if there is no proposed transferee or no terms have been offered by a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares price as determined by a neutral third party appraiser acceptable to be transferredboth the AGD Affiliate and Buyer; or (iii) if a price has not been determined pursuant to the preceding subsections (i) or (ii), or the parties otherwise agree, a price per Share, mutually agreeable to both Buyer and the other terms of such transferAGD Affiliate. The Notice for a Market Sale shall state If Buyer elects not to acquire the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms interests specified in the Notice. Shares which are not transferred by Employee , Summerton may sell such interests within such sixty (60) the 60 day period following the parties' determination of the interest price, provided that the sale of such interests shall again become subject to only occur at no less than the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant interest price as determined according to this option shall bear a restrictive legend stating that such shares are subject to paragraph. Once an AGD affiliate has obtained the right SS license from AGD, Summerton's loss of first refusal set forth in control of AGD affiliate will not terminate this Section 11license.

Right of First Refusal. If Employee desires to transfer The Fund shall not sell or issue any shares of common stock which he has acquired Shares pursuant to the exercise Section 9.8 or elsewhere in this Agreement except Shares of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Class U-1 Investor Shares (the "Offered Securities") to any Person unless the Fund first: (i) submits written notice (the "Preemptive Rights Notice") together with either a copy of a signed and binding offer by to all Qualified Class U-1 Investors identifying (if known) the proposed transferee (a "Negotiated Sale"Person(s) or a statement that to which such Shares Offered Securities are to be sold into or issued and describing the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale (including price, number or aggregate principal amount of the Offered Securities and all other material terms); and (ii) offers to each Qualified Class U-1 Investor the number opportunity to purchase its Pro Rata Allotment (as hereinafter defined) of Shares the Offered Securities on terms and conditions not materially less favorable than those on which the Fund proposes to be soldsell such Offered Securities to a third party. For The Fund's offer to the Qualified Class U-1 Investors shall remain open and irrevocable for a period of thirty (30) days following delivery of (or such longer period as the NoticeManager shall determine), the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold during which time each Qualified Class U-1 Investor may accept such offer by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within the Fund. The written notice shall set forth the maximum number of Offered Securities which such thirty (30) day periodQualified Class U-1 Investor elects to purchase, but not in excess of the Qualified Class U-1 Investor's Pro Rata Allotment. Any Shares Offered Securities which are not purchased by the Company mayQualified Class U-1 Investors pursuant hereto may be sold by the Fund, for a period of sixty (60) but only on terms and conditions not materially less favorable to the Fund than as set forth in the Preemptive Rights Notice, at any time within 240 days commencing on following the expiration termination of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Noticeabove-referenced 30-day (or longer) period. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions For purposes of this Section 111.9, each Qualified Class U-1 Investor's "Pro Rata Allotment" of the Offered Securities shall be the percentage which the Class U-1 Investor Shares held by it bears to all of the Class U-1 Investor Shares held by Qualified Class U-1 Investors outstanding on the date of the Preemptive Rights Notice. The certificate evidencing number of Class U-1 Investor Shares deemed held by a Qualified Class U-1 Investor shall be the total number of outstanding Class U-1 Investor Shares owned by such Qualified Class U-1 Investor, plus the total number of Class U-1 Investor Shares issuable to such Qualified Class U-1 Investor upon the exercise of and/or the conversion of any shares issued pursuant to this option shall bear a restrictive legend stating that other securities owned by such shares are subject to the right of first refusal set forth in this Section 11Qualified Class U-1 Investor.

Right of First Refusal. If Employee desires In the event that during the Term of this Agreement Company develops any new products for sale in the Field of Use (“New Products”), prior to transfer any shares sale of common stock which he has acquired such New Products to any third party, Distributor shall have the right of first refusal to sell the New Products as Products pursuant to the exercise terms of this Agreement. Company shall initiate such right of first refusal by providing samples of such New Products and specifications therefor (“New Product Specifications”) to Distributor and the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares proposed price (the "Notice"“New Product Proposed Price”) together with either a copy at which Company proposes to sell the New Products to Distributor during the Term of this Agreement (collectively, the “New Product Proposal”). Distributor shall have three (3) months from receipt of a signed full and binding offer by complete New Product Proposal to test and evaluate the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, New Products and the other terms of such transfer. The Notice for a Market Sale shall state New Product Proposal (the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice“Acceptance Period”). In the event that Distributor accepts the New Product Proposal within the Acceptance Period then from and after the date of a Market Salesuch acceptance, such purchase price the term “Product” hereunder shall be deemed to include the Fair Market Value of New Products, the Shares on the day the Company exercises its option, less five (5) percent. Such option term “Product Prices” shall be exercisable by delivery deemed to include the New Product Proposed Price and the term “Specifications” shall be deemed to include the “New Product Specifications”. In the event that Distributor rejects or fails to accept the New Product Proposal within the Acceptance Period then from and after the date of written notice such rejection or failure to Employee within accept, Company shall be free to sell the New Products to any third party; provided, however, the sale price to such thirty (30) day periodthird party shall in no event be less than the New Product Proposed Price. Any Shares not purchased by In the event that Company may, ever wishes during the Term of this Agreement to sell the New Products to a third party for a period of sixty (60) days commencing on price less than the expiration of New Product Proposed Price then Company shall first offer the Company's option New Products to purchase Distributor at such Shares, be sold to the proposed transferee at the lower price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 113.22.

Right of First Refusal. If Employee If, at any time during the first year following the Closing, the Seller desires to sell or transfer any a block of 10,000 or more of the shares of common stock which he has acquired UStel Common Stock received pursuant to the exercise of transaction described in this Agreement (collectively "Offered Interest") to a third party (the option granted herein ("SharesTransferee"), Employee then the Seller shall deliver to the Company written give notice of his intention to transfer such Shares (the "Offer Notice") together with either a copy of a signed and binding offer by to the proposed transferee (a "Negotiated Sale") or a statement that such Shares are Purchaser offering to be sold into transfer the public market at Fair Market Value at Offered Interest to the time of sale (a "Market Sale")Purchaser. The Offer Notice for a Negotiated Sale may not specify the identity of the Transferee but shall state specify sufficient information to allow the name and address Purchaser to evaluate the terms of the proposed transferee, transaction. The Offer Notice shall also specify the number of Shares price (stated in cash or cash equivalents) and the terms and conditions on which the Offered Interest is to be transferredoffered to the Transferee and shall offer the Offered Interest to the Purchaser at the identical price, terms and conditions. The offer contained in the price per ShareOffer Notice shall be irrevocable and may be accepted by the Purchaser by forwarding written notice (the "Acceptance Notice") to the Transferor at any time within twenty-four (24) hours (the "Offer Period" ) of deemed delivery of the Offer Notice. If the Purchaser shall accept all or any portion of the Offered Interest, then the Seller shall be bound to sell, and the other terms Purchaser shall be bound to purchase, such interest, and the Seller shall be permitted to sell and transfer any remaining portion of such transferinterest to the Transferee. The Notice for a Market Sale shall state Notwithstanding anything to the expected date of contrary, the proposed sale and Seller may distribute the number of Shares to be sold. For thirty its shareholders as at June 30, 1996 (30) days following delivery of the Notice, the Company shall have the option and to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased any finders paid by the Company may, for a period of sixty (60Seller in connection with this transaction) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified without in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become any way being subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant if in connection with such distribution the distributee of such Shares agrees to be bound by the provisions of this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11Section.

Right of First Refusal. If Employee desires to transfer any shares of common stock which he has acquired pursuant to the exercise of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Notice") together with either a copy of a signed and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address of the proposed transferee, the number of Shares to be transferred, the price per Share, and the other terms of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Notice, the Company shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price and terms stated in the Notice. In the event that the LESSOR during the term of this Lease contracts with a Market Salethird party for the sale of all or any portion of the Demised Premises, or for properties which may include all or any portion of the Demised Premises, the LESSOR shall give notice to the LESSEE of such purchase price intent to sell. Such notice shall be sent by certified mail, postage prepaid, and shall be effective upon the Fair Market Value mailing thereof. The LESSEE shall have thirty days from the date of said notice in which to notify the LESSOR of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice LESSEE's intent to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to exercise the right of first refusal set forth granted herein; such notice shall be by certified mail, postage prepaid, and shall be effective upon the mailing thereof. The LESSEE shall then have ninety days from the date of the LESSOR'S notice of intent to sell in which to consummate the purchase of the Demised Premises from the LESSOR at a price (and upon such terms) equal to that offered by the third party whose contract was disclosed to the LESSEE by the LESSOR. In the event that the proposed sale by the LESSOR to a third party is for only a portion of the Demised Premises, the LESSEE may exercise his right to purchase only as to that portion, or may elect to purchase all of the Demised Premises, in which case the purchase price shall be equal to Fair Market Value (as determined by a licensed and independent appraiser, whose fee shall be paid by the LESSEE), but shall in no event be less than the third party's offer calculated on a per-acre basis. In the further event that the LESSEE notifies the LESSOR that he does not intend to exercise his right of first refusal, or makes no response to the LESSOR'S notice of intent to sell within the prescribed time limit, the LESSOR may proceed with notice of termination of this Section Lease as provided in the preceding paragraph 11. The right of first refusal granted herein shall only apply to the Demised Premises, and shall not apply to any other properties of the LESSOR. Furthermore, the term "sale of all or any portion of the Demised Premises" shall not include, and the right of first refusal granted herein shall not apply to, a sale as part of a sale of all (or substantially all) of the assets of the Lessor (i.e., a Sale of Business), or of all (or substantially all) of the LESSOR's Berkeley Springs facility, regardless of whether the Demised Premises are included in such sale. In the event that there is a reasonably material change in the price or terms of the third party's offer of which the LESSOR gave notice to the LESSEE, the LESSOR shall be required to provide notice (in the manner provided herein) to the LESSEE of such change, and the time periods provided to the LESSEE herein for exercise and consummation of his right of first refusal shall re-commence with the mailing of such notice by the LESSOR.

Right of First Refusal. If Employee desires (a) On or after December 31, 2001, prior to transfer any shares Transfer or attempted Transfer by Stockholder of common stock which he has acquired pursuant to the exercise some or all of the option granted herein ("Shares"), Employee shall deliver to the Company written notice of his intention to transfer such Shares (the "Offered Shares") for cash, Stockholder shall (i) give prior written notice (a "Transfer Notice") together with either a copy to the Company of a signed Stockholder's intention to effect such Transfer, describing the terms and binding offer by the proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice for a Negotiated Sale shall state the name and address conditions of the proposed transfereeTransfer, including the identity of the prospective transferee(s), the number of shares of Offered Shares Stockholder desires to be transferred, the price per Share, sell and the other terms of such transferpurchase price. The Notice for a Market Sale shall state the expected date After receipt of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the Transfer Notice, the Company shall have the option for 30 days from the date of receipt of the Transfer Notice to elect to purchase all (all, but not less than all, of the Offered Shares upon the same terms and conditions as those set forth in the Transfer Notice by delivering a written notice (the "Election Notice") of the Shares proposed such election to be sold by Employee at the price and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee Stockholder within such thirty (30) -day period. Any Shares Stockholder shall not purchased by consummate such Transfer until the earlier to occur of the lapse of the 30-day period or the date on which the Company may, for a period of sixty notifies Stockholder in writing that it will not exercise its rights under this Section 3.3 (60) days commencing on the expiration "Authorization Date"). If the Company has elected not to purchase all of the Company's option Offered Shares, has failed to make a timely election or fails in any material respect to purchase such Sharesthe Offered Shares in accordance with Section 3.3(b) below, be sold Stockholder may Transfer all, but not less than all, of the Offered Shares to the proposed transferee at the price and upon the terms prospective transferee(s) thereof specified in the Transfer Notice, at a price and on terms no more favorable to such prospective transferee(s) than as specified in the Transfer Notice, during the 30-day period immediately following the Authorization Date, subject to Sections 3.7 and 3.8 hereof. Each of the certificates issued upon such Transfer shall bear the restrictive legends set forth in the second paragraph of Section 3.10 hereto, unless in the reasonable judgment of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. If the Offered Shares which are not so transferred by Employee within such sixty (60) 30-day period shall again become subject period, such Offered Shares must be re-offered to the notice and option Company in accordance with the provisions of this Section 11. The certificate evidencing any shares issued pursuant 3.3 if Stockholder still desires to this option shall bear a restrictive legend stating that such shares are subject to Transfer the right of first refusal set forth in this Section 11Offered Shares.

Right of First Refusal. (a) If Employee any Other Stockholder shall receive a bona fide written offer (an “Offer”), from a Person (a “Proposed Transferee”) to purchase all or a portion of the Stockholder Shares then owned by such Other Stockholder and such Other Stockholder desires to transfer any shares of common stock which he has acquired pursuant to accept the exercise of Offer, such Other Stockholder (the option granted herein ("Shares")“Offeror”) shall, Employee shall before accepting the Offer, first deliver to the Company and the FS Investors, a written notice (the “Notice of his intention Offer”), which shall include all relevant terms of the Offer including, without limitation, the proposed purchase price (it being agreed that the Offer must be for cash only) and shall be irrevocable for a period of fifteen (15) days after proper delivery thereof to transfer all Persons entitled to receive such notice (the “Offer Period”), offering (the “First Refusal Offer”) to the Company, all of the Stockholder Shares (and in the "Notice") together with either a copy case of a signed and binding offer the FS Investors all remaining Stockholder Shares subject to the Offer not elected to be acquired by the Company pursuant to its Notice of Offer) proposed transferee (a "Negotiated Sale") or a statement that such Shares are to be sold into Transferred by the public market at Fair Market Value Offeror at the time of sale (a "Market Sale")purchase price and on the terms specified in the Offer. The Notice for a Negotiated Sale Offeror shall state also furnish to the name and address of Company or the proposed transfereeFS Investors, as applicable, such additional information in the number of Shares Offeror’s possession relating to be transferredthe Offer as the Company or the FS Investors, the price per Shareas applicable, and the other terms of such transfermay reasonably request. The Notice for a Market Sale shall state Company and then the expected date of the proposed sale and the number of Shares to be sold. For thirty (30) days following delivery of the NoticeFS Investors, the Company as applicable, shall have the option to purchase all (but not less than all) of the Shares proposed to be sold by Employee at the price first right and terms stated in the Notice. In the event of a Market Sale, such purchase price shall be the Fair Market Value of the Shares on the day the Company exercises its option, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty fifteen (6015) days commencing after delivery of its respective Notice of Offer by the Offeror to accept all of the Stockholder Shares so offered at the purchase price and on the expiration terms stated in their respective Notices of Offer. In the event that the FS Investors have the opportunity to acquire any of such Offeror’s Stockholder Shares subject to the First Refusal Offer pursuant to the terms of this Section 2.3, any FS Investor may accept the Notice of Offer for all of the Company's option Stockholder Shares subject to the First Refusal Offer and not being purchased by the Company (and in the event that the FS Investors subscribe for more shares than are available, all of the available shares will be allocated to the FS Investors who want to purchase them based upon their relative Pro Rata Amount (which will be based upon the FS Investors who wish to purchase such Shares, be sold shares)) by delivering to the proposed transferee at Offeror a notice in writing within fifteen (15 ) days of receipt of the price Notice of Offer. For the avoidance of doubt, in no event shall the Company or any FS Investor be entitled to purchase Stockholder Shares pursuant to the First Refusal Offer unless the Stockholder Shares being purchased by the Company and upon the terms specified in FS Investors pursuant to the Notice. First Refusal Offer constitute all of the Stockholder Shares which are not transferred by Employee within such sixty (60) day period shall again become subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 11First Refusal Offer.

Right of First Refusal. If Employee desires (a) The Corporation agrees that, in the event the Corporation shall, from time to transfer time, determine to sell or issue any shares securities of common stock which he has acquired the Corporation, pursuant to a bona fide offer (hereinafter referred to as the exercise of the option granted herein ("SharesBona Fide Offer"), Employee shall deliver to any Coopxx Xxxhting Competitor (as hereinafter defined), the Corporation shall, in each instance, first offer such securities (hereinafter referred to as the "Offered Shares") to the Company Purchaser by written notice (hereinafter referred to as the "Initial Sale Notice") to the Purchaser to that effect, which notice shall include the name of the Coopxx Xxxhting Competitor. The Purchaser shall have the right and option to purchase all, but not less than all the Offered Shares by giving written notice of his intention exercise (hereinafter referred to transfer such Shares (the as an "Acceptance Notice") together with either a copy to the Corporation within ten days after the receipt of a signed and binding offer by the proposed transferee (a "Negotiated Sale") Initial Sale Notice, or a statement that such Shares are to be sold into longer period as shall expire ten days after calculation of the public market at Fair Market Value at the time of sale (a "Market Sale"). The Notice purchase price as hereinafter set forth, in each case for a Negotiated Sale purchase price calculated as hereinafter set forth. Failure to respond within such period shall state conclusively be deemed notice of rejection. In the name event the Purchaser shall not timely have exercised its right and address of the proposed transfereeoption under this Section 8.2, the number Corporation shall be free, for a period of Shares to be transferred, 60 days after the price per Share, and the other terms expiration of such transfer. The Notice for a Market Sale shall state the expected date of the proposed sale right and the number of Shares option, to be sold. For thirty (30) days following delivery of the Noticesell all, the Company shall have the option to purchase all (but not less than all) , securities to which such right and option related pursuant to the Bona Fide Offer theretofore communicated to the Purchaser, free of the restrictions of this Section 8.2. In the event that the Purchaser duly delivers an Acceptance Notice to the Corporation, then the Acceptance Notice, taken in conjunction with the Initial Sale Notice, shall constitute a valid and legally binding purchase and sale agreement, and payment in cash for the Offered Shares proposed to purchased shall be sold made within ten days following the receipt by Employee at the price and terms stated in Corporation of the Acceptance Notice. In the event of a Market Salethe Corporation fails to complete the proposed sale, such purchase price shall be assignment, transfer or other disposition within 60 days after the Fair Market Value rejection or deemed rejection of the Shares on offer contained in the day the Company exercises its optionInitial Sale Notice, less five (5) percent. Such option shall be exercisable by delivery of written notice to Employee within such thirty (30) day period. Any Shares not purchased by the Company may, for a period of sixty (60) days commencing on the expiration sale of the Company's option to purchase such Shares, be sold to the proposed transferee at the price and upon the terms specified in the Notice. Offered Shares which are not transferred by Employee within such sixty (60) day period shall again become be subject to the notice and option provisions of this Section 11. The certificate evidencing any shares issued pursuant to this option shall bear a restrictive legend stating that such shares are subject to the right of first refusal set forth in this Section 118.2.