Common use of Company’s Right of First Refusal Clause in Contracts

Company’s Right of First Refusal. Subject to the foregoing, each time Holder proposes to sell any rights to purchase Shares hereunder or any of the Shares issuable upon exercise of such rights (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transaction.

Company’s Right of First Refusal. Subject Except for Permitted Transfers and transactions contemplated by Section 7 hereof, no Shareholder or Additional Shareholder will solicit or accept, or Transfer any Shares pursuant to, any offer other than a bona fide offer to purchase such Shares solely for cash (subject to the foregoingability to obtain certain consideration other than cash as provided in Section 4.5 hereof). Except for Permitted Transfers or transactions contemplated by Section 7 hereof, each time Holder proposes in the event that a Shareholder or Additional Shareholder (the “Selling Shareholder”) shall desire to sell any rights to purchase Transfer such Person’s Shares hereunder or any of the Shares issuable upon exercise of such rights portion thereof (the “Offered Shares”) and shall be in receipt of a bona fide written offer to purchase the Offered Shares for no consideration other than cash, subject to the restrictions on transfer in Sections 2 and 3 hereof and in addition to the requirements of Section 3(b) hereof, the following procedure shall apply. The Selling Shareholder shall give to the Company, and the Company shall promptly thereafter give to each other Shareholder and Approved Shareholder (individually “Non-Selling Shareholder” and collectively “Non-Selling Shareholders”), Holder shall deliver a written notice containing the terms and conditions of the proposed sale, including, but not limited to, and where applicable: (a “Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (Bi) the number of such Offered Shares being offered, and Shares; (Cii) the price per Share; (iii) the name(s) of the proposed purchaser(s); and (iv) a copy of the written offer signed by the prospective purchaser(s). A written offer shall not be deemed bona fide unless the offer is for a purchase for no consideration other than cash by a responsible party (as reasonably determined by the Board) and termsthe Selling Shareholder has informed the prospective purchaser of the obligations of all Shareholders, if any, upon which Additional Shareholders and the Company under this Agreement and the prospective purchaser has agreed to execute an agreement in substantially the form of Exhibit 1 hereto and to be bound by the terms and conditions of this Agreement. The Board is entitled to take such steps as it proposes reasonably may deem necessary to determine the validity and bona fide nature of the prospective purchaser’s offer and the responsibility of such Offered Sharesparty. Within twenty (20) Until 30 days after receipt of the Notice (the “Notice Period”)such notice is given, the Company may elect shall have the right, exercisable by written giving notice to the Selling Shareholder within such 30-day period, to purchase the Offered Shares or obtain, any portion thereof at the price offered by the prospective purchaser and on the terms specified in such notice either (1) in cash or by certified check or wire transfer immediately upon the Noticeclosing of the transaction or (2) if such payment would conflict with any covenants in any credit or loan agreements of the Company, in semi-annual installments over four years with interest accruing at the Prime Rate from time to time plus one-percent (1%) payable semi-annually. The Company’s obligation to pay any deferred payment of the purchase price shall be represented by a subordinated note. Such note shall be secured by the Offered Shares so purchased. Such note shall be subordinated to all Senior Indebtedness and no payments of principal or interest shall be made on any part of such note if there exists a payment default on any Senior Indebtedness or any nonpayment default on any Senior Indebtedness (unless such nonpayment default has continued for more than 270 days). The form and content of such note and security agreement shall be substantially consistent herewith and otherwise as determined by the Board at the time the Offered Shares are so purchased. The Company may assign its option to a designee provided that, if the purchase price per share is not being paid entirely in cash, the number Company shall guarantee the assignee’s obligations. After giving notice under this Section 4.1, the Selling Shareholder shall refrain from participating as an officer, director or shareholder of Offered Shares as specified the Company in the Notice, subject to applicable law with respect to issuer redemptions of securities. If the Company does not elect Company’s decision whether to purchase any or all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transaction.

Company’s Right of First Refusal. Subject to (a) If any member of the foregoing, each time Holder Investor Shareholder Group or the Existing Shareholder Group proposes to sell Transfer any rights Common Stock to purchase Shares hereunder any Person, other than a Permitted Transfer or a Transfer pursuant to a Registration Statement (as such term is defined in the Registration Rights Agreement) or any of the Shares issuable upon exercise of other "open market" sale made through a broker, then such rights (the “Offered Shares”), Holder Person shall deliver a first give written notice (a “Notice”) to the Company stating, (Asuch written notice being referred to as the "Transfer Notice") its bona fide intention to sell such Offered Shares, that (Bi) sets forth the number of such shares of Common Stock proposed to be sold (the "Offered Shares being offeredShares"), (ii) sets forth the name and address of the proposed purchaser (the "Proposed Purchaser")), (iii) sets forth the price and other terms of the proposed sale, and (Civ) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt includes a copy of the bona fide written offer received by such Person from the Proposed Purchaser. (b) The Transfer Notice shall constitute an offer (the “Notice Period”), "Offer") by such Investor Shareholder(s) or Existing Shareholder(s) to sell the Offered Shares to the Company may elect by written notice to purchase or obtain, at its designee (the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities"Option Holder"). If the Company proposed sale is for other than cash, then the price per share shall be deemed to be the fair market value per share, as reasonably determined by the Board, of the consideration offered by the Proposed Purchaser. (c) The Option Holder shall have ten (10) Business days from the date they receive the Offer in which to agree to purchase all of the Offered Shares by so notifying the selling Investor Shareholder(s) or Existing Shareholder(s), as the case may be, in writing. Such notice and election shall be irrevocable. In accordance with the provisions of Section 3.4, if, pursuant to its written notice the Option Holder does not elect to purchase all of the Offered Shares, then the offering shareholder may immediately consummate the sale of the Offered Shares to the Proposed Purchaser on terms no less favorable to the Investor Shareholders or Existing Shareholders, as the case may be, than as set forth in the Transfer Notice. (d) If the Offer is accepted with respect to all the Offered Shares in accordance with Section 3.4, the closing of the purchase and sale of the Offered Shares shall be held at the principal office of the Company on the date and at the time set forth in the written notice given by the Option Holder mayto the selling Investor Shareholder(s) or Existing Shareholder(s), during but in no event later than ten (10) days after such notice, if the ninety Option Holder elects to purchase the Offered Shares. The Option Holder shall deliver to the selling Investor Shareholder(s) or Existing Shareholder(s) at the closing the full purchase price payable for the Offered Shares by means of a cashier's check, certified check, or wire transfer and documents containing such acknowledgments, representations, and agreements that counsel for the Company may reasonably require in order for the transfer to comply with applicable federal and state securities laws. The selling Investor Shareholder(s) or Existing Shareholder(s) shall deliver to the purchasers certificates representing the Offered Shares, if any, duly endorsed in blank for transfer or with duly executed blank stock powers attached, together with such other documents as may be necessary or appropriate, in the reasonable opinion of counsel for the purchasers, to effectuate the transfer to the Option Holder. (90e) If the Offer is not accepted by the Option Holder within ten (10) Business Days of the date that the Transfer Notice is delivered to the Company pursuant to Section 3.4(b), the selling Investor Shareholder(s) or Existing Shareholder(s) shall be free to sell all, but not less than all, of the Offered Shares, provided, however, that (i) such sale by the selling Investor Shareholder(s) or Existing Shareholder(s) must be made to the Proposed Purchaser on terms of the proposed disposition that are no less favorable to the Investor Shareholder(s) or Existing Shareholder(s), as the case may be, described in the Transfer Notice, (ii) such sale must be consummated within thirty (30) days after the date that the Transfer Notice is delivered to the Company pursuant to Section 3.4(b), and (iii) such sale shall comply with all applicable federal and state securities laws. If the Offered Shares are not so sold to the Proposed Purchaser prior to the expiration of such thirty (30) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon on terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of selling Investor Shareholder(s) or Existing Shareholder(s), the Offered Shares within such periodshall again be subject to the provisions of this Agreement as though the Offer had not previously been made. (f) The right of first refusal granted under this Section 3.4 shall expire upon, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered applicable to the closing of a firm underwritten public offering of Common Stock with gross proceeds to the Company in accordance herewith. Notwithstanding anything herein to the contrary, excess of $10 million. (g) The right of first refusal set forth in this provision shall become null and void and of no further force Section 3.4 may not be assigned or effect immediately upon consummation of the Pubco Transactiontransferred.

Company’s Right of First Refusal. Subject Right of First Refusal. Any attempt by any Plan Participant to the foregoingsell, each time Holder proposes transfer or otherwise dispose of any securities issued to sell any rights to purchase Shares such Plan Participant hereunder or any of the Shares issuable upon exercise of such rights any other security or other right issued hereunder, that is transferable in accordance with the terms of this Program and applicable law, must also comply with the following provisions: (a) The Plan Participant must have received a bona fide offer to purchase the securities (the “Offered Shares”), Holder shall deliver a "Offer") and the Plan Participant must then give written notice (a “Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) outlining the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt terms of the Notice Offer (including the identity of the maker of the Offer (the “Notice Period”"Offeror")). The Company shall then have the right, for a period of sixty (60) days, to repurchase all, but not less than all, of the securities offered by the Plan Participant upon the terms contained in the Offer. If the Offer includes the payment of non-cash consideration for the securities, the Company may elect by written notice shall pay an amount equal to purchase or obtain, at the price and on the terms specified in the Notice, the number fair market value of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. such non-cash consideration; (b) If the Company does not elect to purchase all of the Offered Sharesexercise its rights hereunder, the Holder Plan Participant may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days thereafter, sell the offered securities to the Offeror upon terms not more favorable to the Offeror than those contained in the Offer. Any sale of securities by the Plan Participant after the expiration of the execution thereof, sixty (60) day period referred to in the right provided hereunder preceding sentence shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered a new transaction subject to the Company in accordance herewith. Notwithstanding anything herein to Company's right of first refusal here; and (c) The Company's right of first refusal shall terminate when the contrary, this provision shall Company's securities become null and void and of no further force or effect immediately upon consummation of the Pubco Transactionpublicly traded.

Company’s Right of First Refusal. Subject Before any Shares held by Purchaser --------------------------------- or any transferee (either being sometimes referred to herein as the foregoing"Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), each time Holder proposes to sell any rights the Company or its assignee(s) shall have a right of first refusal to purchase the Shares hereunder or any on the terms and conditions set forth in this Section (the "Right of First Refusal"). (a) The Holder of the Shares issuable upon exercise of such rights (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company a written notice (the "Notice") stating, : (Ai) its the Holder's bona fide intention to sell or otherwise transfer such Offered Shares, ; (Bii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of such Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Shares being offeredPrice"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). (Cb) At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and termsdetermined in accordance with subsection (c) below. (c) The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, if anythe cash equivalent value of the non- cash consideration shall be determined by the Board of Directors of the Company in good faith. (d) Payment of the Purchase Price shall be made, upon which it proposes at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to offer such Offered Shares. Within twenty the Company (20) or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice (or in the “Notice Period”), the Company may elect by written notice to purchase or obtain, manner and at the price and on the terms specified times set forth in the Notice, . (e) If all of the number of Offered Shares as specified proposed in the NoticeNotice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, subject then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable law with respect securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to issuer redemptions apply to the Shares in the hands of securitiessuch Proposed Transferee. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of Shares described in the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price are not less than, and upon terms no more favorable transferred to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or if such agreement is not consummated within sixty otherwise transferred. (60f) days Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the execution thereofShares during the Purchaser's lifetime or on the Purchaser's death by will or intestacy to the Purchaser's immediate family or a trust for the benefit of the Purchaser's immediate family shall be exempt from the provisions of this Section, "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the right provided hereunder transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be deemed to be revived and no further transfer of such Offered Shares shall not be offered unless first reoffered to the Company except in accordance herewith. Notwithstanding anything herein to with the contrary, terms of this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionSection.

Company’s Right of First Refusal. Subject to (a) If any member of the foregoing, each time Holder Investor Shareholder Group or the Existing Shareholder Group proposes to sell Transfer any rights Common Stock to purchase Shares hereunder any Person, other than a Permitted Transfer or a Transfer pursuant to a Registration Statement (as such term is defined in the Registration Rights Agreement) or any of the Shares issuable upon exercise of other "open market" sale made through a broker, then such rights (the “Offered Shares”), Holder Person shall deliver a first give written notice (a “Notice”) to the Company stating, (Asuch written notice being referred to as the "TRANSFER NOTICE") its bona fide intention to sell such Offered Shares, that (Bi) sets forth the number of such Offered Shares being offeredshares of Common Stock proposed to be sold (the "OFFERED SHARES"), (ii) sets forth the name and address of the proposed purchaser (the "PROPOSED Purchaser")), (iii) sets forth the price and other terms of the proposed sale, and (Civ) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt includes a copy of the bona fide written offer received by such Person from the Proposed Purchaser. (b) The Transfer Notice shall constitute an offer (the “Notice Period”), "OFFER") by such Investor Shareholder(s) or Existing Shareholder(s) to sell the Offered Shares to the Company may elect by written notice to purchase or obtain, at its designee (the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities"OPTION HOLDER"). If the Company proposed sale is for other than cash, then the price per share shall be deemed to be the fair market value per share, as reasonably determined by the Board, of the consideration offered by the Proposed Purchaser. (c) The Option Holder shall have ten (10) Business days from the date they receive the Offer in which to agree to purchase all of the Offered Shares by so notifying the selling Investor Shareholder(s) or Existing Shareholder(s), as the case may be, in writing. Such notice and election shall be irrevocable. In accordance with the provisions of SECTION 3.4, if, pursuant to its written notice the Option Holder does not elect to purchase all of the Offered Shares, then the offering shareholder may immediately consummate the sale of the Offered Shares to the Proposed Purchaser on terms no less favorable to the Investor Shareholders or Existing Shareholders, as the case may be, than as set forth in the Transfer Notice. (d) If the Offer is accepted with respect to all the Offered Shares in accordance with SECTION 3.4, the closing of the purchase and sale of the Offered Shares shall be held at the principal office of the Company on the date and at the time set forth in the written notice given by the Option Holder mayto the selling Investor Shareholder(s) or Existing Shareholder(s), during but in no event later than ten (10) days after such notice, if the ninety Option Holder elects to purchase the Offered Shares. The Option Holder shall deliver to the selling Investor Shareholder(s) or Existing Shareholder(s) at the closing the full purchase price payable for the Offered Shares by means of a cashier's check, certified check, or wire transfer and documents containing such acknowledgments, representations, and agreements that counsel for the Company may reasonably require in order for the transfer to comply with applicable federal and state securities laws. The selling Investor Shareholder(s) or Existing Shareholder(s) shall deliver to the purchasers certificates representing the Offered Shares, if any, duly endorsed in blank for transfer or with duly executed blank stock powers attached, together with such other documents as may be necessary or appropriate, in the reasonable opinion of counsel for the purchasers, to effectuate the transfer to the Option Holder. (90e) If the Offer is not accepted by the Option Holder within ten (10) Business Days of the date that the Transfer Notice is delivered to the Company pursuant to SECTION 3.4(B), the selling Investor Shareholder(s) or Existing Shareholder(s) shall be free to sell all, but not less than all, of the Offered Shares, PROVIDED, HOWEVER, that (i) such sale by the selling Investor Shareholder(s) or Existing Shareholder(s) must be made to the Proposed Purchaser on terms of the proposed disposition that are no less favorable to the Investor Shareholder(s) or Existing Shareholder(s), as the case may be, described in the Transfer Notice, (ii) such sale must be consummated within thirty (30) days after the date that the Transfer Notice is delivered to the Company pursuant to SECTION 3.4(B), and (iii) such sale shall comply with all applicable federal and state securities laws. If the Offered Shares are not so sold to the Proposed Purchaser prior to the expiration of such thirty (30) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon on terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of selling Investor Shareholder(s) or Existing Shareholder(s), the Offered Shares within such periodshall again be subject to the provisions of this Agreement as though the Offer had not previously been made. (f) The right of first refusal granted under this SECTION 3.4 shall expire upon, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered applicable to the closing of a firm underwritten public offering of Common Stock with gross proceeds to the Company in accordance herewith. Notwithstanding anything herein to the contrary, excess of $10 million. (g) The right of first refusal set forth in this provision shall become null and void and of no further force SECTION 3.4 may not be assigned or effect immediately upon consummation of the Pubco Transactiontransferred.

Company’s Right of First Refusal. Subject to Unless the foregoingBoard, each time Holder proposes to sell in its sole and absolute discretion, shall have given its prior written approval, the Grantee shall not, directly or indirectly, sell, exchange, pledge, transfer, grant an irrevocable proxy with respect to, devise, assign or in any rights to purchase Shares hereunder other way dispose of, encumber or grant a security interest in any of the vested Restricted Shares issuable upon exercise issued pursuant to this Agreement, or any interest therein or any certificates representing any such vested Restricted Shares, nor shall Grantee attempt to do so, except for a sale to an unaffiliated bona-fide, third-party purchaser (“Proposed Purchaser”) in compliance with the right of first refusal set forth in this Section 7. Grantee shall give the Company _______ (___) days prior written notice of any proposed Transfer setting forth the terms and conditions thereof, the identity of the Proposed Purchaser and a copy of a written offer by such rights Proposed Purchaser. The Company has the right and option (but not the “Offered Shares”obligation), Holder exercisable by written notice within _______ (___) days of receipt of Grantee’s notice of transfer, to purchase all of the vested Restricted Shares proposed to be transferred, and if such option is exercised, Grantee (and his estate and personal representatives) shall deliver a notice (a “Notice”) to the Company stating, (A) its bona fide intention be obligated to sell such Offered Shares, (B) vested Restricted Shares to the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtainCompany, at the same price per share, and on the same terms specified in and conditions offered by the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securitiesProposed Purchaser. If the Company does not elect exercise such right of first refusal, Grantee may proceed to purchase all of sell the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered vested Restricted Shares to any person or persons at a price not less than, the Proposed Purchaser on the terms and upon terms no more favorable conditions set forth in the notice of transfer. If Grantee fails to transfer to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares Proposed Purchaser within such period, or if such agreement is not consummated within sixty ______ (60___) days of the execution thereofdate of the notice of transfer, the right provided hereunder shall be deemed to be revived and such Offered vested Restricted Shares shall not be offered unless first reoffered will again become subject to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and Company’s right of no further force or effect immediately upon consummation of the Pubco Transactionfirst refusal.

Company’s Right of First Refusal. Subject to the foregoing, each time Holder (a) If an Executive or his Permitted Transferees proposes to sell any rights to purchase Shares hereunder or any of the Shares issuable upon exercise all of such rights (Executive’s or Permitted Transferee’s Executive Stock to a third party in a bona fide transaction, and provided such transaction is permitted by the “Offered Shares”Company pursuant to Section 5(a), Holder the Executive, or his Permitted Transferees, may not Transfer such Executive Stock without first offering to sell such Executive Stock to the Company pursuant to this Section 7. (b) The Executive, or his Permitted Transferees, shall deliver a written notice (a “First Refusal Sale Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) describing in reasonable detail the number of such Offered Shares Executive Stock being offered, the name of the offeree, the purchase price requested and (C) all other material terms of the price and terms, if any, upon which it proposes to offer such Offered Sharesproposed Transfer. Within twenty (20) days after Upon receipt of the Notice (the “Notice Period”)First Refusal Sale Notice, the Company may elect Company, or a designee selected by written notice MDCP, shall have the right and option to purchase all or obtain, any portion of the Executive Stock being offered at the price and on the terms specified of the proposed Transfer set forth in the First Refusal Sale Notice. Within 30 days after receipt of the First Refusal Sale Notice, the number Company shall notify such Executive, or his Permitted Transferees, whether or not it wishes to purchase any or all of Offered Shares as specified the offered Executive Stock. (c) If the Company elects to purchase any of the offered Executive Stock, the closing of the purchase and sale of such Executive Stock shall be held at the place and on the date established by the Company in its notice to the Executive, or his Permitted Transferees, in response to the First Refusal Sale Notice, subject to applicable law with respect to issuer redemptions which in no event shall be less than ten or more than 60 days from the date of securitiessuch notice. If In the event that the Company does not elect to purchase all of the Offered Sharesoffered Executive Stock, the Holder Executive, or his Permitted Transferees, may, during subject to the ninety (90) day period following the expiration other provisions of the Notice Periodthis Agreement, offer Transfer the remaining unsubscribed portion of such Offered Shares offered Executive Stock to any person or persons the offeree specified in the First Refusal Sale Notice at a price not no less than, than the price specified in the First Refusal Sale Notice and upon on other terms no more favorable to the offeree transferee(s) thereof than those specified in the NoticeFirst Refusal Sale Notice during the l80-day period immediately following the last date on which the Company could have elected to purchase the offered Executive Stock. If Any such Executive Stock not transferred within such l80-day period will be subject to the Holder does not enter into an agreement for provisions of this Section 7 upon subsequent Transfer. (d) The provisions of this Section 7, insofar as they relate to Executive Stock other than Incentive Shares shall terminate effectively immediately after the sale consummation of: (i) a Sale of the Offered Shares within such period, or if such agreement is not consummated within sixty Company and (60ii) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionCompany’s initial Public Offering.

Company’s Right of First Refusal. Subject to the foregoing, each time Holder proposes If a Unitholder ("Offering Unitholder") shall decide to sell any rights to purchase Shares hereunder or otherwise Transfer all or any of the Shares issuable upon exercise portion of such rights Unitholder's Units ("Offered Units") pursuant to a bona fide offer, the “Offered Shares”), Holder Offering Unitholder shall deliver a give written notice (a “Notice”) to the Company stating(the "Offer Notice") setting forth such Offering Unitholder's desire to make such Transfer, (A) its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offeredUnits proposed to be Transferred by the Offering Unitholder, and (C) the price and terms, if any, other terms and conditions upon which it the Offering Unitholder proposes to offer such Transfer the Offered SharesUnits. Within Upon receipt of the Offer Notice, the Company shall have the right, but not the obligation, to elect to purchase any or all of the Offered Units on the same terms and conditions as set forth in the Offer Notice, exercisable by delivery of notice to the Offering Unitholder (the "Exercise Notice") within twenty (20) calendar days after from the date of receipt of the Offer Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, setting forth the number of Offered Shares as specified in Units that the Notice, subject Company elects to applicable law with respect purchase. The Company's right to issuer redemptions purchase Offered Units shall terminate if the Company does not exercise such right by delivery of securitiesthe Exercise Notice within the required time period. If the Company does not elect elects to purchase all of the Offered SharesUnits, then the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of Offering Unitholder shall sell the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered Units to the Company in accordance herewith. Notwithstanding anything herein pursuant to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionSection 4.7(c).

Company’s Right of First Refusal. Subject to the foregoingprovisions of Article VII, each time Holder proposes if, for any reason, any Member receives a bona-fide offer from any third party to sell any rights to purchase Shares hereunder consummate a Transfer in the form of a sale for value of all or any of the Shares issuable upon exercise part of such rights Member's Units, and which such Member (the “Offered Shares”"Selling Member") elects to accept (after receiving unanimous approval from the Board of Managers), Holder then the Selling Member shall deliver a give written notice (a “Notice”) to the Company stating, (A) its bona fide and the other Members of the Selling Member's intention to sell such Units (the "Sale Notice"). The Sale Notice must identify the proposed transferee and specify the portion of the Units to be transferred (the "Offered SharesInterests"), the sale price, the payment terms and all other relevant terms of the proposed Transfer with reasonable specificity. Upon receipt of the Sale Notice, the Company shall have the right, but not the obligation, to purchase the Offered Interests on the terms and conditions contained in the Sale Notice. If the Company desires to acquire all, or any part of, the Offered Interests, as unanimously determined by the Board of Managers, the Company shall deliver to the Selling Member within thirty (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (2030) days after receipt of the Notice Sale Notice, a written election (the “"Company Purchase Notice") to purchase such portion or all of the Offered Interests. Failure of the Company to deliver the Company Purchase Notice Period”)within said thirty (30) day period shall be deemed an election by the Company not to purchase any portion of the Offered Interests. If any portion of the Offered Interests are to be sold under this Section 8.1, the Company may elect by written notice to closing of such purchase or obtain, at the price and shall occur on the terms specified date contained in the Sale Notice. Notwithstanding the foregoing, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If if the Company does not elect to purchase acquire all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less thanInterests, and upon terms no more favorable the other Members do not elect to acquire the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale balance of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereofInterests pursuant to Section 8.2 below, the right provided hereunder shall be deemed to be revived and such Offered Shares Company shall not be offered unless first reoffered entitled to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation acquire any of the Pubco TransactionOffered Interests.

Company’s Right of First Refusal. Subject (a) If a Restricted Holder desires to the foregoing, each time Holder proposes to sell Transfer any rights to purchase Shares hereunder or any of the Shares issuable upon exercise all of such rights Restricted Holder's Restricted Shares (the “Offered Shares”)"TRANSFER SHARES") pursuant to subsection 2(d) and such Restricted Holder (the "SELLING STOCKHOLDER") receives a bona fide offer therefor from a person, Holder such Selling Stockholder shall deliver provide a written notice (a “Notice”"TRANSFER NOTICE") to the Company statingCompany. Each Transfer Notice shall set forth (i) the identity and mailing address of the prospective purchaser (the "PROSPECTIVE PURCHASER"), (A) its bona fide intention to sell such Offered Shares, (Bii) the number of Restricted Shares proposed to be sold, (iii) the price per share to be received therefor, including any provisions regarding adjustments to such Offered Shares being offeredprice per share, (iv) the Prospective Purchaser's financial ability to complete the proposed transaction, including any financing conditions, and (Cv) all other material terms and conditions of the price proposed transaction. Any Transfer of such Transfer Shares shall be made in accordance with the provisions of this Section 3 and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) shall be consummated within 90 days after the expiration of the Company Election Period (as defined below); provided that if such Transfer is not so consummated within such 90 day period, then such Transfer cannot be made unless a new notice is given under this Section. (b) Following receipt of the Notice (the “Notice Period”)a Transfer Notice, the Company may elect by written shall be entitled for a period of (i) 3 Business Days, in the event the Aggregate Offered Shares Price (as defined below) on the date of such receipt is $75 million or less, (ii) 10 Business Days, in the event the Aggregate Offered Shares Price on the date of such receipt is more than $75 million but less than $400 million or (iii) 20 Business Days in the event the Aggregate Offered Shares Price on the date of such receipt is $400 million or more, after the date such notice to purchase or obtainis effectively given (the "COMPANY ELECTION PERIOD"), at the price and upon the terms set forth in such notice, to elect to purchase the Transfer Shares proposed to be sold by the Selling Stockholder; PROVIDED that solely for the purposes of determining the length of the Company Election Period, the aggregate purchase price shall be calculated as if the Transfer is to be consummated on the terms specified date the Company receives the Transfer Notice. The Company's failure to exercise the right granted under this subsection 3(b) by delivery of a written notice delivered to the Selling Stockholder prior to expiration of the Company Election Period shall constitute a waiver of the Company's right to purchase the Transfer Shares. The determination of whether the Company elects to exercise its right of first refusal pursuant to this subsection 3(b) shall be made by the Company without the participation of (i) any person who is or is the designee of the Selling Stockholder or an Affiliate (as defined in the Notice, Merger Agreement) of the number of Offered Shares as specified Selling Stockholder and (ii) any person who has a financial interest in the Noticeproposed transaction involving the Transfer Shares or is a director, subject to applicable law officer, general partner, manager or Affiliate of the Prospective Purchaser. The term "AGGREGATE OFFERED SHARES PRICE" on a particular date shall mean the aggregate purchase price of all Transfer Shares with respect to issuer redemptions of securities. If which the Company does not elect then currently has a right to purchase pursuant to this Section 3, plus the aggregate purchase price of all of Restricted Shares which the Offered Shares, the Holder may, Company has elected to purchase pursuant to this Section 3 during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of three calendar months preceding such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transactiondate.

Company’s Right of First Refusal. Subject The Company shall have an option for a period of ten (10) days from the date the Transfer Notice is given to elect to purchase the Offered Shares at the same price and subject to the foregoingsame material terms and conditions as described in the Transfer Notice (or terms and conditions as similar as reasonably possible). The Company may exercise such purchase option and, each time Holder proposes to sell any rights to thereby, purchase Shares hereunder all (or any of portion of) the Offered Shares issuable upon exercise by notifying the Transferring Founder in writing before expiration of such rights ten (the “Offered Shares”), Holder shall deliver a notice (a “Notice”10) day period as to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which shares that it proposes wishes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securitiespurchase. If the Company does not elect gives the Transferring Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than the later of (i) thirty (30) days after the date the Transfer Notice is given or (ii) the date contemplated in the Transfer Notice for the closing with the prospective third party transferee(s). If the offered price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, each Investor and the Transferring Founder, absent fraud or material error. If the Company fails to purchase all of the Offered SharesShares by exercising the option granted in this Section 2(a)(i) within the period provided, the Holder may, during Company shall so notify each Investor (the ninety (90“Additional Transfer Notice”) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days shall be subject to the options granted to the Investors pursuant to this Agreement. The Additional Transfer Notice shall include all of the execution thereof, information and certifications required in a Transfer Notice and shall additionally identify the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless that the Company has declined to purchase (the “Remaining Shares”) and briefly describe the Investors’ rights of first reoffered refusal and co-sale rights with respect to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transactionproposed Transfer.

Company’s Right of First Refusal. Subject (a) For a period of two (2) years from the date of this Agreement, if Purchasers desire to offer, sell, assign, pledge, transfer or dispose of ("Transfer") any more than 10,000 of their shares of capital stock of the Company in any single trading day (the "Offered Shares"), Purchaser shall notify the Company in writing of the proposed transfer (the "Notice"). The Company shall have the right to purchase any or all of the Offered Shares at a price equal to the foregoingaverage closing price of the last five (5) trading days as quoted on the OTC Bulletin Board (or other regulated quotation service, each time Holder proposes trading market or national securities exchange upon which the Company's securities are listed) on the date of the Notice. (b) In lieu of or in addition to sell any rights exercising its right to purchase Shares hereunder any or any of the Shares issuable upon exercise of such rights (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during Company shall have the ninety (90) day period following right to direct the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares opportunity to purchase any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale all of the Offered Shares within such periodto one or more purchasers of the Company's choosing (the "Additional Purchasers") at the price set forth in Section 2(a) above. (c) If the Company and/or the Additional Purchasers, or if such agreement is not consummated any one or more thereof, elects to purchase any or all of the Offered Shares, the Company and/or the Additional Purchasers, as appropriate, shall give notice of acceptance to the Purchaser within sixty five (605) working days of the execution thereofNotice, designating who will purchase the Offered Shares, the right provided hereunder shall be deemed number of Offered Shares to be revived purchased by each, and such a place, date and time for the closing of the sale and purchase of the Offered Shares, which closing shall occur not more than five (5) working days after the date the notice of acceptance from the Company and/or the Additional Purchasers is duly given. (d) In the event the Company and/or the Additional Purchasers elect not to exercise their right of first refusal to purchase any or all of the Offered Shares, Purchasers shall have the right to sell the Offered Shares shall not be offered unless first reoffered pursuant to this Section 2(d). Subject to compliance with all applicable legal restrictions on such sales, Purchasers may sell in any one day up to an amount of shares equal to twice the Company average daily reported volume of trading in the Company's securities as reported through the automated quotation system of a registered securities association during the two calendar weeks preceding the date of sale; provided, however, under this subsection, Purchasers may, in the context of a negotiated block sale to an arm's length buyer, dispose of the Offered Shares in a block sale or sales at a price within 10% of the price determined in accordance herewith. Notwithstanding anything herein to the contrary, with Section 2(a) of this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionAgreement.

Company’s Right of First Refusal. Subject to the foregoing, each time Holder If a Management Investor or his or her Permitted Transferees proposes to sell any rights to purchase Shares hereunder or any of the Shares issuable upon exercise all of such rights (Management Investor's or Permitted Transferee's Securities to a third party in a bona fide transaction, and provided such transaction is permitted under any applicable restrictions set forth in Sections 4.4 and 7.1, the “Offered Shares”)Management Investor, Holder or his Permitted Transferees, may not Transfer such Securities without first offering to sell such Securities to the Company pursuant to this Section 7.3. The Management Investor, or his Permitted Transferees, shall deliver a written notice (a “"Sale Notice”") to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) describing in reasonable detail the number of such Offered Shares Securities being offered, the name of the offeree, the purchase price requested and (C) all other material terms of the price and terms, if any, upon which it proposes to offer such Offered Sharesproposed Transfer. Within twenty (20) days after Upon receipt of the Notice (the “Notice Period”)Sale Notice, the Company may elect Company, or a designee selected by written notice a majority of the directors appointed by Sterling pursuant to Section 6.2, shall have the right and option to purchase all or obtain, any portion of the Securities being offered at the price and on the terms specified of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the number Company shall notify such Management Investor, or his Permitted Transferees, whether or not it wishes to purchase any or all of Offered Shares as specified the offered Securities. If the Company elects to purchase any of the offered Securities, the closing of the purchase and sale of such Securities shall be held at the place and on the date established by the Company in its notice to the Management Investor, or his Permitted Transferees, in response to the Sale Notice, subject to applicable law with respect to issuer redemptions which in no event shall be less than ten or more than 60 days from the date of securitiessuch notice. If In the event that the Company does not elect to purchase all of the Offered Sharesoffered Securities, the Holder Management Investor, or his Permitted Transferees, may, during subject to the ninety (90) day period following the expiration other provisions of the Notice Periodthis Agreement, offer Transfer the remaining unsubscribed portion of such Offered Shares offered Securities to any person or persons the offeree specified in the Sale Notice at a price not no less than, than the price specified in the Sale Notice and upon on other terms no more favorable to the offeree transferee(s) thereof than those specified in the NoticeSale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered Securities. If the Holder does Any such Securities not enter into an agreement for the sale of the Offered Shares transferred within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall 180-day period will be deemed to be revived and such Offered Shares shall not be offered unless first reoffered subject to the Company in accordance herewith. Notwithstanding anything herein to the contrary, provisions of this provision shall become null and void and of no further force or effect immediately Section 7.3 upon consummation of the Pubco Transactionsubsequent Transfer.

Company’s Right of First Refusal. Subject Before any Shares acquired by the Purchaser pursuant to this Agreement (or any beneficial interest in such Shares) may be sold, transferred, encumbered or otherwise disposed of in any way (whether voluntary, involuntary, by operation of law, by gift or otherwise) by the Purchaser or any subsequent transferee (each, a “Holder”), such Holder must first offer such shares to the foregoingCompany pursuant to the right of first refusal contained in the Company’s bylaws, each time Holder proposes to sell as in effect at any rights to purchase Shares hereunder or given time, and in the absence of any of such provision in the Shares issuable upon exercise of such rights bylaws, then in accordance with the following (the “Offered SharesRight of First Refusal”), ): Notice of Proposed Transfer . Holder shall promptly deliver a notice (a “Notice”) to the Company stating, stating (Ai) its Holder’s bona fide intention to sell or transfer such Offered Sharesshares, (Bii) the number of such Offered Shares being offeredshares to be sold or transferred, and the basic terms and conditions of such sale or transfer, (iii) the price for which Holder proposes to sell or transfer such shares, (iv) the name of the proposed purchaser or transferee, and (Cv) proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Holder and the proposed purchaser or transferee and must constitute a binding commitment subject to the Company’s Right of First Refusal as set forth herein. Exercise of Right of First Refusal . Within thirty (30) days after receipt of the Notice, the Company may elect to purchase all or any portion of the shares to which the Notice refers, at the price and termsper share specified in the Notice. If the Company elects not to purchase all or any portion of the shares, if anythe Company may assign its right to purchase all or any portion of the shares. The assignee(s) may elect within thirty (30) days after receipt by the Company of the Notice to purchase all or any portion of the shares to which the Notice refers, upon which it proposes at the price per share specified in the Notice. If the price specified in the Notice consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the shares (as determined by the Board). An election to offer such Offered Sharespurchase shall be made by written notice to Holder. Within twenty Payment for shares purchased pursuant to this section shall be made within sixty (2060) days after receipt of the Notice (the “Notice Period”), by the Company may elect by written notice to purchase or obtainand, at the option of the Company, may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both. Holder’s Right to Transfer . If all or any portion of the shares to which the Notice refers are not elected to be purchased by the Company or any assignee(s) of the Company, Holder may sell those shares to the person(s) named in the Notice at the price and on the terms specified in the Notice, provided that such sale or transfer is consummated within ninety (90) days after receipt by the number Company of Offered Shares the Notice, and provided, further, that any such sale is made in compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any other contractual restrictions to which Purchaser is bound. The third-party purchaser shall agree in writing on a form prescribed by the Company to be bound by, and shall acquire the shares of stock subject to, the provisions of this Agreement, including the Company’s Right of First Refusal, to the same extent as specified they apply to Purchaser. Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer shall again be subject to applicable law the Company’s Right of First Refusal and shall require compliance with respect to issuer redemptions of securities. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified procedures described in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transactionsection.

Company’s Right of First Refusal. Subject to the foregoing, each time Holder proposes to sell any rights to purchase Shares hereunder Before all or any portion of the Shares issuable upon exercise held by the Purchaser or any transferee (either being referred to herein as the “Stockholder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase such rights Shares on the terms and conditions set forth in this Section (the “Offered SharesRight of First Refusal”), Holder . (a) The Stockholder shall deliver to the Company a written notice (a the “Notice”) to stating: (i) the Company stating, (A) its Stockholder’s bona fide intention to sell or otherwise transfer such Offered Shares, ; (Bii) the name of each proposed purchaser or other transferee (the “Proposed Transferee”); (iii) the number of such Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Stockholder proposes to transfer the Shares (the “Offered Shares being offeredPrice”), and the Stockholder shall offer the Shares at the Offered Price to the Company or its assignee(s). (Cb) At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Stockholder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. (c) The purchase price (the “Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith, which determination shall be final and termsbinding. (d) Payment of the Purchase Price shall be made, if anyat the option of the Company or its assignee(s), upon which it proposes in cash, by check, by cancellation of all or a portion of any outstanding indebtedness of the Purchaser to offer such Offered Shares. Within twenty the Company (20or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice (or in the “Notice Period”), the Company may elect by written notice to purchase or obtain, manner and at the price and on the terms specified times set forth in the Notice, . (e) If all of the number of Offered Shares as specified proposed in the NoticeNotice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, subject then the Stockholder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable law with respect securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to issuer redemptions apply to the Shares in the hands of securitiessuch Proposed Transferee. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of Shares described in the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price are not less than, and upon terms no more favorable transferred to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Stockholder may be sold or if such agreement is not consummated within sixty otherwise transferred. (60f) days Anything to the contrary contained in this Section 10 notwithstanding, the following transfers shall be exempt from the provisions of this Section 10: (i) transfers of Shares as bona fide gifts, and (ii) transfers of Shares during the Purchaser’s lifetime or on the Purchaser’s death by will or intestacy to the Purchaser’s immediate family or a trust for the benefit of the execution thereofPurchaser’s Immediate Family. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In case of any transfer under this subsection 10 (f), the right provided hereunder transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be deemed to be revived and no further transfer of such Offered Shares shall not be offered unless first reoffered to the Company except in accordance herewith. Notwithstanding anything herein to with the contrary, terms of this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionSection.

Company’s Right of First Refusal. Subject Before any Shares held by Purchaser -------------------------------- or any transferee (either being sometimes referred to herein as the foregoing"Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), each time Holder proposes to sell any rights the Company or its assignee(s) shall have a right of first refusal to purchase the Shares hereunder or any on the terms and conditions set forth in this Section (the "Right of First Refusal"). (a) The Holder of the Shares issuable upon exercise of such rights (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company a written notice (the "Notice") stating, : (Ai) its the Holder's bona fide intention to sell or otherwise transfer such Offered Shares, ; (Bii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of such Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Shares being offeredPrice"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). (Cb) At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and termsdetermined in accordance with subsection (c) below. (c) The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, if anythe cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. (d) Payment of the Purchase Price shall be made, upon which it proposes at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to offer such Offered Shares. Within twenty the Company (20) or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice (or in the “Notice Period”), the Company may elect by written notice to purchase or obtain, manner and at the price and on the terms specified times set forth in the Notice, . (e) If all of the number of Offered Shares as specified proposed in the NoticeNotice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, subject then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable law with respect securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to issuer redemptions apply to the Shares in the hands of securitiessuch Proposed Transferee. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of Shares described in the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price are not less than, and upon terms no more favorable transferred to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or if such agreement is not consummated within sixty otherwise transferred. (60f) days Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the execution thereofShares during the Purchaser's lifetime or on the Purchaser's death by will or intestacy to the Purchaser's immediate family or a trust for the benefit of the Purchaser's immediate family shall be exempt from the provisions of this Section, "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the right provided hereunder transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be deemed to be revived and no further transfer of such Offered Shares shall not be offered unless first reoffered to the Company except in accordance herewith. Notwithstanding anything herein to with the contrary, terms of this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionSection.

Company’s Right of First Refusal. Subject In the event that, on or -------------------------------- prior to the foregoingfifth anniversary of the Closing Date, each time Holder (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor thereafter proposes to sell any rights or all of his or her shares of Common Stock to purchase Shares hereunder or a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such shares of Common Stock to the Company pursuant to this Section 6.3(b). With respect to any Management Investor's Incentive Securities, the terms of the Shares issuable upon right of first refusal granted in this Section 6.3(b) shall only apply in the event the Company or its designee has declined to exercise of its Purchase Option with respect to such rights (the “Offered Shares”Incentive Securities as provided in Section 6.3(a), Holder . The Management Investor shall deliver a written notice (a “"Sale Notice”") to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) describing in reasonable detail the number shares of such Offered Shares Common Stock being offered, the name of the offeree, the purchase price requested and (C) all other material terms of the price and terms, if any, upon which it proposes to offer such Offered Sharesproposed Transfer. Within twenty (20) days after Upon receipt of the Notice (the “Notice Period”)Sale Notice, the Company may elect Company, or a designee selected by written notice a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all or obtain, any portion of the shares of Common Stock being offered at the price and on the terms specified of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the number Company shall notify such Management Investor whether or not it wishes to purchase any or all of Offered Shares as specified the offered shares of Common Stock. If the Company elects to purchase any of the offered shares of Common Stock, the closing of the purchase and sale of such shares of Common Stock shall be held at the place and on the date established by the Company in its notice to the Management Investor in response to the Sale Notice, subject to applicable law with respect to issuer redemptions which in no event shall be less than 10 or more than 60 days from the date of securitiessuch notice. If In the event that the Company does not elect to purchase all the offered shares of the Offered SharesCommon Stock, the Holder Management Investor may, during the ninety (90) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable subject to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale other provisions of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transaction.this

Company’s Right of First Refusal. Subject Before any Shares held by Purchaser -------------------------------- or any transferee (either being sometimes referred to herein as the foregoing"Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), each time Holder proposes to sell any rights the Company or its assignee(s) shall have a right of first refusal to purchase the Shares hereunder or any on the terms and conditions set forth in this Section (the "Right of First Refusal"). (a) The Holder of the Shares issuable upon exercise of such rights (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company a written notice (the "Notice") stating, : (Ai) its the Holder's bona fide intention to sell or otherwise transfer such Offered Shares, ; (Bii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of such Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered Shares being offeredPrice"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). (Cb) At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and termsdetermined in accordance with subsection (c) below. (c) The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, if anythe cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. (d) Payment of the Purchase Price shall be made, upon which it proposes at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to offer such Offered Shares. Within twenty the Company (20) or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice (or in the “Notice Period”), the Company may elect by written notice to purchase or obtain, manner and at the price and on the terms specified times set forth in the Notice, . (e) If all of the number of Offered Shares as specified proposed in the NoticeNotice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, subject then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable law with respect securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to issuer redemptions apply to the Shares in the hands of securitiessuch Proposed Transferee. If the Company does not elect to purchase all of the Offered Shares, the Holder may, during the ninety (90) day period following the expiration of Shares described in the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price are not less than, and upon terms no more favorable transferred to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or if such agreement is not consummated within sixty otherwise transferred. (60f) days Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the execution thereofShares during the Purchaser's lifetime or on the Purchaser's death by will or intestacy to the Purchaser's immediate family or a trust for the benefit of the Purchaser's immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the right provided hereunder transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be deemed to be revived and no further transfer of such Offered Shares shall not be offered unless first reoffered to the Company except in accordance herewith. Notwithstanding anything herein to with the contrary, terms of this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco TransactionSection.

Company’s Right of First Refusal. Subject to the foregoing, each time Holder proposes to sell any rights to purchase Shares hereunder or Before any of the Shares issuable upon exercise may be sold or otherwise transferred by Purchaser, the Company or its assignee(s) shall have a right of such rights first refusal to purchase the Shares on the terms and conditions set forth in this subsection (i). In the event Purchaser proposes to sell or otherwise dispose of the Shares, in whole or part, it shall deliver to the Company a written notice (the “Notice”) stating: (A) Purchaser’s bona fide intention to sell or otherwise transfer some or all of the Shares (the “Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) the number name of such Offered Shares being offeredeach proposed purchaser or transferee (the “Proposed Transferee”), and (C) the number of the Offered Shares to be transferred to each Proposed Transferee, and (D) the bona fide cash price and terms, if any, upon or fair market value of other consideration for which it Purchaser proposes to transfer the Offered Shares (the “Offered Price”), and Purchaser shall offer such the Offered SharesShares at the Offered Price to the Company or its assignee(s). Within twenty (20) At any time within 10 days after receipt of the Notice (the “Notice Period”)Notice, the Company may elect and/or its assignee(s) may, by giving written notice to purchase or obtainPurchaser, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If the Company does not elect to purchase all of the Offered SharesShares at the Offered Price. In the event that the Company or its assignee(s) exercises its rights under this subsection, the Holder may, during the ninety (90) day period following the expiration payment of the Notice PeriodOffered Price shall be made, offer the remaining unsubscribed portion by check or wire transfer, within 40 days after Company’s receipt of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If The sale shall constitute a representation and warranty by the Holder does not enter into an agreement for the sale of Purchaser that the Offered Shares within such periodbeing sold are free and clear of all liens and encumbrances. The rights of first refusal under this subsection shall not apply to, or if such agreement is not consummated within sixty (60) days and shall terminate immediately before, the closing of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered Company’s initial public offering of Common Stock with net proceeds to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation less than $20,000,000 pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of the Pubco Transaction1933, as amended.

Company’s Right of First Refusal. Subject The Company shall have an option for a period of fifteen (15) days from the date of delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the foregoingsame material terms and conditions as described in the Transfer Notice (or terms and conditions as similar as reasonably possible). The Company may exercise such purchase option and, each time Holder proposes to sell any rights to thereby, purchase all (or a portion of) the Offered Shares hereunder or any by notifying the selling Founder in writing before expiration of the Shares issuable upon exercise of such rights fifteen (the “Offered Shares”), Holder shall deliver a notice (a “Notice”15) day period as to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which shares that it proposes wishes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice (the “Notice Period”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securitiespurchase. If the Company does not elect gives the selling Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than the later of (i) thirty (30) days after the delivery of the Transfer Notice or (ii) the date contemplated in the Transfer Notice for the closing with the prospective third party transferee(s). If the Company fails to purchase all of the Offered SharesShares by exercising the option granted in this Section 3.2(a)(i) within the period provided, the Holder may, during Company shall so notify each Investor in writing (the ninety (90“Additional Transfer Notice”) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within sixty (60) days remaining shall be subject to the options granted to the Investors pursuant to this Agreement. The Additional Transfer Notice shall include all of the execution thereof, information and certifications required in a Transfer Notice and shall additionally identify the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless that the Company has declined to purchase (the “Remaining Shares”) and briefly describe the Investors’ rights of first reoffered refusal and co-sale with respect to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall become null and void and of no further force or effect immediately upon consummation of the Pubco Transactionproposed Transfer.

Company’s Right of First Refusal. Subject In the event that any Shareholder desires to the foregoingTransfer all or part of its Shares to any party other than a Permitted Transferee, each time Holder proposes to sell and receives a bona fide offer from any rights Person to purchase Shares hereunder all or any part of the Shares issuable upon exercise of its Shares, such rights Shareholder (the “Selling Shareholder”) shall deliver an Offer to the Company, which shall set forth all relevant information regarding such proposed Transfer, including but not limited to, (a) the identity and address of the proposed Transferee, (b) the number of Offered Shares”), Holder shall deliver a notice (a “Notice”) to the Company stating, (Ac) its bona fide intention the form and amount of consideration to sell be paid for such Offered Shares, (Bd) the number all other terms and conditions of such Offered Shares being offeredproposed Transfer, including representations and warranties to be given to the proposed Transferee and similar provisions, and (Ce) if such an agreement has been prepared, the price and termsform of agreement pursuant to which such Transfer is to be made, if any, upon which it proposes together with all ancillary documents referred to offer in such Offered Sharesagreement. Within twenty The Company shall have fifteen (2015) days after receipt of the Notice such Offer is deemed delivered (the “Notice Company Right of First Refusal Period”) to accept Transfer of all or any portion of the Offered Shares at the purchase price or for the consideration (subject to Section 3.4), and upon all of the terms and conditions, set forth in the Offer by giving written notice of acceptance to the Selling Shareholder within such Company Right of First Refusal Period. In the event the proposed consideration is or includes Other Non-Cash Consideration, such acceptance by the Company may elect by shall be subject to Section 3.4, and the Company Right of First Refusal Period shall not be deemed to have commenced until the Cash Equivalent value of such Other Non-Cash Consideration has been determined as provided in Section 3.4. Failure of the Company to give written notice of acceptance to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If Selling Shareholder within the Company does not elect Right of First Refusal Period shall be deemed a rejection of the Offer. In the event the Company elects to purchase accept Transfer of all of the Offered Shares, the Holder may, during Company shall pay the Selling Shareholder the purchase price or the Cash Equivalent thereof within ninety (90) day period following days after the expiration effective date of the Notice Period, offer acceptance notice unless otherwise agreed to by the remaining unsubscribed portion Selling Shareholder and the Company. The Company's right to purchase Shares is subject to the restrictions governing the right of such Offered Shares a corporation to any person or persons at a price not less thanpurchase its own shares set forth in Sections 500 et seq. of the Code, and upon terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of the Offered Shares within such period, other pertinent governmental or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Company in accordance herewith. Notwithstanding anything herein to the contrary, this provision shall legal restrictions as are now or may hereafter become null and void and of no further force or effect immediately upon consummation of the Pubco Transactioneffective.

Company’s Right of First Refusal. Subject (a) If any member of the Investor Shareholder Group or the Existing Shareholder Group proposes to Transfer any Common Stock to any Person, other than a Permitted Transfer or a Transfer pursuant to a Registration Statement (as such term is defined in the Registration Rights Agreement) or any other “open market” sale made through a broker, then such Person shall first give written notice to the foregoing, each time Holder proposes Company (such written notice being referred to sell any rights as the “Transfer Notice”) that (i) sets forth the number of shares of Common Stock proposed to purchase Shares hereunder or any of the Shares issuable upon exercise of such rights be sold (the “Offered Shares”), Holder (ii) sets forth the name and address of the proposed purchaser (the “Proposed Purchaser”)), (iii) sets forth the price and other terms of the proposed sale, and (iv) includes a copy of the bona fide written offer received by such Person from the Proposed Purchaser. (b) The Transfer Notice shall deliver a notice constitute an offer (a the “NoticeOffer”) by such Investor Shareholder(s) or Existing Shareholder(s) to sell the Offered Shares to the Company stating, (A) or its bona fide intention to sell such Offered Shares, (B) the number of such Offered Shares being offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Shares. Within twenty (20) days after receipt of the Notice designee (the “Notice PeriodOption Holder”), the Company may elect by written notice to purchase or obtain, at the price and on the terms specified in the Notice, the number of Offered Shares as specified in the Notice, subject to applicable law with respect to issuer redemptions of securities. If the Company proposed sale is for other than cash, then the price per share shall be deemed to be the fair market value per share, as reasonably determined by the Board, of the consideration offered by the Proposed Purchaser. (c) The Option Holder shall have ten (10) Business days from the date they receive the Offer in which to agree to purchase all of the Offered Shares by so notifying the selling Investor Shareholder(s) or Existing Shareholder(s), as the case may be, in writing. Such notice and election shall be irrevocable. In accordance with the provisions of Section 3.4, if, pursuant to its written notice the Option Holder does not elect to purchase all of the Offered Shares, then the offering shareholder may immediately consummate the sale of the Offered Shares to the Proposed Purchaser on terms no less favorable to the Investor Shareholders or Existing Shareholders, as the case may be, than as set forth in the Transfer Notice. (d) If the Offer is accepted with respect to all the Offered Shares in accordance with Section 3.4, the closing of the purchase and sale of the Offered Shares shall be held at the principal office of the Company on the date and at the time set forth in the written notice given by the Option Holder mayto the selling Investor Shareholder(s) or Existing Shareholder(s), during but in no event later than ten (10) days after such notice, if the ninety Option Holder elects to purchase the Offered Shares. The Option Holder shall deliver to the selling Investor Shareholder(s) or Existing Shareholder(s) at the closing the full purchase price payable for the Offered Shares by means of a cashier’s check, certified check, or wire transfer and documents containing such acknowledgments, representations, and agreements that counsel for the Company may reasonably require in order for the transfer to comply with applicable federal and state securities laws. The selling Investor Shareholder(s) or Existing Shareholder(s) shall deliver to the purchasers certificates representing the Offered Shares, if any, duly endorsed in blank for transfer or with duly executed blank stock powers attached, together with such other documents as may be necessary or appropriate, in the reasonable opinion of counsel for the purchasers, to effectuate the transfer to the Option Holder. (90e) If the Offer is not accepted by the Option Holder within ten (10) Business Days of the date that the Transfer Notice is delivered to the Company pursuant to Section 3.4(b), the selling Investor Shareholder(s) or Existing Shareholder(s) shall be free to sell all, but not less than all, of the Offered Shares, provided, however, that (i) such sale by the selling Investor Shareholder(s) or Existing Shareholder(s) must be made to the Proposed Purchaser on terms of the proposed disposition that are no less favorable to the Investor Shareholder(s) or Existing Shareholder(s), as the case may be, described in the Transfer Notice, (ii) such sale must be consummated within thirty (30) days after the date that the Transfer Notice is delivered to the Company pursuant to Section 3.4(b), and (iii) such sale shall comply with all applicable federal and state securities laws. If the Offered Shares are not so sold to the Proposed Purchaser prior to the expiration of such thirty (30) day period following the expiration of the Notice Period, offer the remaining unsubscribed portion of such Offered Shares to any person or persons at a price not less than, and upon on terms no more favorable to the offeree than those specified in the Notice. If the Holder does not enter into an agreement for the sale of selling Investor Shareholder(s) or Existing Shareholder(s), the Offered Shares within such periodshall again be subject to the provisions of this Agreement as though the Offer had not previously been made. (f) The right of first refusal granted under this Section 3.4 shall expire upon, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered applicable to the closing of a firm underwritten public offering of Common Stock with gross proceeds to the Company in accordance herewith. Notwithstanding anything herein to the contrary, excess of $10 million. (g) The right of first refusal set forth in this provision shall become null and void and of no further force Section 3.4 may not be assigned or effect immediately upon consummation of the Pubco Transactiontransferred.

Company’s Right of First Refusal. Subject In the event that, on or -------------------------------- prior to the foregoingfifth anniversary of the Closing Date, each time Holder (i) a Management Investor is no longer employed by the Company; (ii) the Company or its designee has declined to exercise the Purchase Option with respect to any of such Management Investor's Common Stock; and (iii) the Management Investor thereafter proposes to sell any rights to purchase Shares hereunder or any of the Shares issuable upon exercise all of such rights (Common Stock to a third party in a bona fide transaction, the “Offered Shares”Management Investor may not Transfer such Common Stock without first offering to sell such Common Stock to the Company pursuant to this Section 6.3(b), Holder . The Management Investor shall deliver a written notice (a “"Sale Notice”") to the Company stating, (A) its bona fide intention to sell such Offered Shares, (B) describing in reasonable detail the number of such Offered Shares Securities being offered, the name of the offeree, the purchase price requested and (C) all other material terms of the price and terms, if any, upon which it proposes to offer such Offered Sharesproposed Transfer. Within twenty (20) days after Upon receipt of the Notice (the “Notice Period”)Sale Notice, the Company may elect Company, or a designee selected by written notice a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all or obtain, any portion of the Securities being offered at the price and on the terms specified of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the number Company shall notify such Management Investor whether or not it wishes to purchase any or all of Offered Shares as specified the offered Securities. If the Company elects to purchase any of the offered Securities, the closing of the purchase and sale of such Securities shall be held at the place and on the date established by the Company in its notice to the Management Investor in response to the Sale Notice, subject to applicable law with respect to issuer redemptions which in no event shall be less than 10 or more than 60 days from the date of securitiessuch notice. If In the event that the Company does not elect to purchase all of the Offered Sharesoffered Securities, the Holder Management Investor may, during subject to the ninety (90) day period following the expiration other provisions of the Notice Periodthis Agreement, offer Transfer the remaining unsubscribed portion of such Offered Shares offered Securities to any person or persons the offeree specified in the Sale Notice at a price not no less than, than the price specified in the Sale Notice and upon on other terms no more favorable to the offeree transferee(s) thereof than those specified in the NoticeSale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered Securities. If the Holder does Any such Securities not enter into an agreement for the sale of the Offered Shares transferred within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall 180-day period will be deemed to be revived and such Offered Shares shall not be offered unless first reoffered subject to the Company in accordance herewith. Notwithstanding anything herein to the contrary, provisions of this provision shall become null and void and of no further force or effect immediately Section 6.3(b) upon consummation of the Pubco Transactionsubsequent Transfer.