Common use of First Offer Right Clause in Contracts

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. At least 30 60 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares by any holder of Stockholder Shares other than the Summit Stockholders (other than a Public Sale Transfer pursuant to and in accordance with the provisions of Section 3(b), Section 4 or a Transfer permitted under paragraph 3(c) belowSection 5), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the Summit Stockholders. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, the proposed terms (including price) and conditions of the Transfer and the identity and background of the prospective transferee(s) (if known)) and shall constitute a binding offer to sell the Stockholder Shares on such terms and conditions. The First, the Company may elect to purchase all (but not less than all) or any portion of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Summit Stockholders as soon as practical but in any event within ten thirty (30) days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares specified in the Offer Notice within such thirty-day period, each Summit Stockholder (and/or its or his designees) may elect to purchase all or a portion of its or his Pro Rata Share (as defined below) of the remaining available Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 45 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 45-day period shall be reoffered for the 15-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Summit Stockholders who have elected to purchase their entire Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company and/or the Summit Stockholders have elected to purchase, in the aggregate, all (but not less than all) of the Stockholder Shares specified in the Offer Notice from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderStockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Summit Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offeredspecified in the Offer Notice, then (i) neither the Company nor the Summit Stockholders shall be permitted to purchase any of the Stockholder Shares specified in the Offer Notice and (ii) the Transferring Shareholder Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of Section 4 below, transfer all (but not less than all) such Shareholder Stockholder Shares to one or more third parties (so long as such Person is not a competitor of the Company or any of its Subsidiaries as determined by the Board in its reasonable good faith judgment) at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Summit Stockholders in the Offer Notice. Any Shareholder Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Summit Stockholders under this paragraph 3(bSection 3(c) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or (unless and to the extent that the Offer Notice provides that such Stockholder Shares are to be purchased for cash in installments over time, and no Shareholder Shares may ). Each Summit Stockholder's "Pro Rata Share" shall be pledgedbased upon such Summit Stockholder's proportionate ownership of all Common Stock owned by the Summit Stockholders.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below)Preferred Stock, the transferring Shareholder holder (the "Transferring ShareholderHolder") shall deliver a written notice of such intention to make a Transfer (an a "Offer Sale Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to make an offer to purchase all (but not less than all) of the Shareholder Shares specified in shares of Preferred Stock that the Offer Notice at Transferring Holder proposes to sell, specifying the price and on the terms specified therein of such offer by delivering written notice of such election to the Transferring Shareholder Holder (the "Offer Notice") as soon as practical but in any event within ten days after the delivery of the Offer Sale Notice. If the Company has elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Shareholder Shares being offereddelivered an Offer Notice, the Transferring Shareholder Holder may, within 90 120 days after the expiration of the Election Period, transfer such Shareholder Shares Preferred Stock to one or more third parties. If the Company has delivered an Offer Notice, the Transferring Holder may, within 120 days after receipt of the Offer Notice, transfer such Preferred Stock to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Shareholder Shares Preferred Stock not transferred within such 90120-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified In addition, the Transferring Holder may in its sole discretion, within 120 days after the receipt of the Offer Notice, elect to accept the Company's terms set forth in such Offer Notice, and the transfer of the Preferred Stock to the Company shall be consummated as soon as practical thereafter, but in any Offer Notice shall be payable solely in cash at the closing event within 15 days after written notice of the transaction or in installments over time, and no Shareholder Shares may be pledgedsuch acceptance.

First Offer Right. At least 30 ten days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below)Shares, the transferring Shareholder Founder (the "“Transferring Shareholder"Founder”) shall deliver a written notice (an "“Offer Notice"”) to the Company. The Offer Notice shall disclose Company and the Buyers, disclosing in reasonable detail the proposed number of Shareholder Shares to be transferredtransferred (the “Offered Shares”), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect shall have the right to purchase all (but not less than all) of the Shareholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Founder and the Buyers as soon as practical but in any event within ten days after the delivery of the Offer Notice. If Company elects not to purchase all of the Company has Offered Shares within such ten-day period, each of the Buyers may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Offered Shares at the price and on the terms specified therein by delivering written notice of such election to the Transferring Founder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Offered Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Founder on a pro rata basis to the Buyers who have elected to purchase Shareholder their Pro Rata Share and, if there are any Offered Shares remaining after such allocation, Company shall have the right to purchase such remaining Offered Shares. If Company or any Buyers have elected to purchase Offered Shares from the Transferring ShareholderFounder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderFounder, but in any event within 15 ten days after the expiration of the Election Period. To the extent that Company and the Company has Buyers have not elected to purchase all of the Shareholder Shares being offeredOffered Shares, the Transferring Shareholder Founder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of subsection (c) and (d) below, transfer such Shareholder all of the Offered Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to Company and the Company Buyers in the Offer Notice. Any Shareholder Offered Shares not transferred within such 90-day period shall be reoffered to Company and the Company Buyers under this paragraph 3(bSection 12.6) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Offered Shares may be pledged.pledged except on terms and conditions satisfactory to the Buyers. Each Buyer’s “Pro Rata Share” shall be based upon such Buyer’s proportionate ownership of all Senior Notes acquired hereunder. By way of illustration, if a Buyer acquired twenty five percent (25%) of the Senior Notes Buyer’s Pro Rata Share would equal twenty five percent (25%) of the Offered Shares

First Offer Right. (a) At least 30 thirty (30) days prior to making any Transfer ----------------- of any Shareholder Shares Company Stock (other than in a Public Sale or Sale, a Transfer permitted under paragraph 3(c) below)Permitted Txxxxx Transfer, to a Permitted Transferee (but not Transfers to a Stockholder that is not an affiliate of the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder")) or a Company Transfer), the Transferring Stockholder shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the other Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares shares of Company Stock to be transferredtransferred (the "Offered Stock"), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if knownany). The Company shall promptly provide to any Stockholder, upon written request to the Company for the purpose of delivering an Offer Notice, a list of names and addresses of all the Stockholders. First, the Company may elect to purchase all (but not less than all) of the Shareholder Shares Offered Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Other Stockholders as soon as practical but in any event within ten (10) days after the delivery of the Offer Notice. If the Company has does not elect to purchase all of the Offered Stock within such ten (10) day period, each Other Stockholder may elect to purchase a portion of such Offered Stock at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within twenty (20) days after delivery of the Offer Notice, provided that the rights granted to the Other Stockholders under this Section 4.1(a) shall only exist if the Other Stockholders collectively elect to purchase all (or more than all as provided in the next sentence) and not less than all of the Offered Stock. If the Other Stockholders have in the aggregate elected to purchase Shareholder more than the number of shares of Offered Stock being offered by the Transferring Stockholder, the Offered Stock shall be allocated among the Other Stockholders electing to purchase Shares pro rata based upon the number of Shares elected to be purchased. Any Offered Stock not elected to be purchased by the end of such twenty (20) day period shall be re-offered by the Transferring Stockholder, for the ten (10) day period following the expiration of such twenty (20) day period, on a pro rata basis to the Other Stockholders who have elected to purchase Offered Stock and, if any Offered Stock remains after such re-offering, the Company shall have the right to purchase such remaining Offered Stock. If the Company or any Other Stockholders have elected to purchase all (but not less than all) Offered Stock from the Transferring ShareholderStockholder, the transfer of such shares Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderStockholder, but in any event within 15 fifteen (15) days after the expiration of the Election Period. To the extent that final applicable election period. (b) If the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Shares being offeredOffered Stock, the Transferring Shareholder Stockholder may, within 90 sixty (60) days after the expiration of the Election Periodapplicable election period and subject to the provisions of Section 5.1 hereof, transfer Transfer such Shareholder Shares Offered Stock to one or more third parties at a price no less than 95% of the price per share Share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Shares Offered Stock not transferred within such 90-sixty (60) day period shall be reoffered re-offered to the Company and the Other Stockholders under this paragraph 3(bSection 4.1(a) above prior to any subsequent Transfer. (c) At any closing pursuant to Section 4.1(a) above, the Company and/or the relevant Other Stockholder(s), as the case may be, shall deliver to the Transferring Stockholder the full amount of the purchase price of the Offered Stock (any cash portion thereof to be paid in immediately available funds), and the Transferring Stockholder shall execute and deliver to the Company or the relevant Other Stockholder(s) certificate(s) representing the Shares being transferred, free of any liens, claims or encumbrances (other than those imposed by Federal or state securities laws and this Agreement), and such duly executed stock powers or other instruments of conveyance as the Company or the relevant Other Stockholder(s), as the case may be, shall reasonably request to convey title to the Offered Stock. The purchase price specified Transferring Stockholder shall pay any applicable federal, state or local taxes incurred in any Offer Notice shall be payable solely in cash at connection with the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedforegoing transfer.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares (other than an Exempt Transfer or a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder (the "Transferring Shareholder") Optionee shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms and conditions of the Transfer Transfer, and if the Optionee has identified or had any discussions with any prospective transferee, the Offer Notice shall also disclose the identity of the prospective transferee(stransferees) (if knownthe purchase price specified in any Offer Notice shall be payable Solely in cash at the closing of the transaction or installments over time, and no Stockholder Shares may be pledged). The First, the Company may elect to purchase all (but not less than all) of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Optionee and the Other Stockholders as soon as practical practical, but in any event within ten 10 days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such 10-day period, the other Stockholders may elect to purchase all (but not less than all) of such Stockholder Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Optionee as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If the Other Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Optionee, the Stockholder Shares shall be allocated among the Other Stockholders electing to purchase shares according to each such Stockholder's Pro Rata Share. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderOptionee, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderOptionee, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Optionee may, within 90 days after the expiration of the Election Periodperiod and subject to the provisions of subparagraph (c) below, transfer all such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) Company, and the Other Stockholders prior to any subsequent Transfer. The purchase price specified in any Offer Notice Each Stockholder's "Pro Rata Share" shall be payable solely based upon such Stockholder's proportionate ownership of all shares of capital stock outstanding in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedCompany on a fully-diluted basis.

First Offer Right. At least 30 20 days prior to making any Transfer ----------------- of any Shareholder Shares (Shares, other than a Public Sale or a Transfer permitted under paragraph 3(c) below)of Shares held by the Investor Group, the transferring Shareholder Stockholder intending to make such transfer (the "Transferring ShareholderStockholder") shall deliver a written notice (an the "Offer Notice") to the Companyother Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the identity of the proposed transferee, and the proposed terms and conditions of the Transfer and the identity shall be accompanied by a bona fide offer to purchase such Shares on such terms and conditions from an Independent Third Party or other Person not an Affiliate of the prospective transferee(s) (if known)Transferring Stockholder. The Company Each Other Stockholder may elect to purchase all (but not less than all) of its, his or her Pro Rata Share (as defined below) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder as soon as practical but in any event within ten 10 days after the delivery of the Offer Notice. If Any Shares not elected to be purchased by the Company has end of such 10 day period shall be reoffered for the 10 day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase Shareholder their Pro Rata Share. If any Other Stockholders have elected to purchase Shares from the Transferring ShareholderStockholder, the transfer of such shares Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 10 days after the expiration of the Election Period. To the extent that the Company has Other Stockholders have not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 30 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the proposed transferee named in the Offer Notice for the price per share Share specified in the Offer Notice and on the other terms no more favorable to the transferees thereof than offered to the Company and conditions stated in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder transaction. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Shares may be pledgedon a fully-diluted basis.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares Investor Stock (other than a Public Sale or a Transfer permitted under paragraph 3(can Exempt Transfer) below), the transferring Shareholder Investor (the "Transferring ShareholderInvestor") shall deliver a written notice (an the "Offer Notice") to the CompanyCompany and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and Transfer. First, the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Shares Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder Shares all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring ShareholderInvestor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Investors have not elected to purchase all of the Shareholder Shares Investor Stock being offered, the Transferring Shareholder Investor may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Investors in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, and no Shareholder Shares may it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" shall be pledgedbased upon such Investor's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basis.

First Offer Right. At least 30 days prior to making ----------------- any Transfer ----------------- of any Shareholder Stockholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an the "Offer Notice") to the CompanyCompany and the other Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms (including price) and conditions of the Transfer and (the identity of the prospective transferee(s) (if known"Minimum Sale Terms"). The First, the Company may elect to purchase all (but not less than all) of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholders and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such ten-day period, the Other Stockholders may elect to purchase all (but not less than all) of such Stockholder Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within 30 days after delivery of the Offer Notice. If the Other Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Stockholder, the shares shall be allocated among the Other Stockholders electing to purchase shares according to the ratio of each such Stockholders' Pro Rata Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 days after the expiration of the Election Period. To the extent that If the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 120 days after the expiration of the Election Period (the "Authorized Sale Period") and subject to the provisions of subparagraph (c) below, transfer such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the any Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Stockholder Shares may be pledgedpledged without the prior written consent of all Qualified Holders, which consent may be withheld in their sole discretion. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's ownership percentage of all then outstanding Stockholder Shares. For purposes of this definition, all outstanding shares of Class A Common shall be treated as being converted into ten percent (10%) of the outstanding number of shares of Class B Common outstanding immediately following such conversion.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) or any portion of the Shareholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Shareholder Stockholder and the holders of Investor Shares as soon as practical practicable but in any event within ten 15 days after the delivery of the Offer Sale Notice. If the Company has not elected to purchase Shareholder all of the Offered Shares within such 15-day period, each holder of Investor Shares (other than the Transferring Stockholder) may elect to purchase up to his Pro Rata Share (as defined below) of the Offered Shares at the price and on the terms specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and all other holders as soon as practicable but in any event within 45 days after delivery of the Sale Notice. Any Offered Shares not elected to be purchased by the end of such 30-day period shall be reoffered for an additional 10-day period by the Transferring Stockholder on pro rata basis to the holders of Investor Shares who have elected to purchase their Pro Rata Share. If the Company or any holder of Investor Shares has elected to purchase Offered Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical practicable after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 90 days after the expiration delivery of the Election PeriodSale Notice. To the extent that the Company has and the holders of Investor Shares have not elected to purchase all of the Shareholder Shares being offeredOffered Shares, the Transferring Shareholder Stockholder may, within 90 12 0 days after the expiration end of the Election Period40-day notice period, transfer the balance of such Shareholder Offered Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Sale Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the holders of Investor Shares in the Offer Sale Notice. Any Shareholder Shares not transferred within such 90-day period Each holder's "Pro Rata Share" shall be reoffered based upon such holder's percentage ownership of the Investor Shares on a fully-diluted basis. The Transferring Stockholder's ability to effect any Transfer pursuant to this Section 2(c), whether to the Company under this paragraph 3(bCompany, the other holders of Investor Shares or any third party, shall in all cases be subject to the participation rights of other holders of Investor Shares pursuant to Section 2(d) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedbelow.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder holder of Stockholder Shares making such transfer (the "Transferring ShareholderStockholder") shall deliver a written notice (an a "Offer Transfer Notice") to the Company. The Offer Notice Company and the other Stockholders (the "Other Stockholders"), which shall disclose specify in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The First, the Company may elect to purchase all (but not less than all) of the Shareholder Stockholder Shares specified in the Offer Transfer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Transfer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares specified in the Transfer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company's participation in such purchase) may elect to purchase all (but not less than all) of such holder's Pro Rata Share (as defined below) of the Stockholder Shares specified in the Transfer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Transfer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten- day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares; provided that neither the Company nor any Other Stockholder shall have the right to purchase any Stockholder Shares subject to a Transfer Notice hereunder unless all of the Stockholder Shares subject to such Transfer Notice are purchased pursuant to the provisions hereof. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderStockholder, but in any event within 15 20 days after the expiration of the Election Period. To If prior to the extent that expiration of the Election Period the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of subparagraph (c) below, transfer such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Transfer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Transfer Notice. Any Shareholder Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this paragraph 3(b6(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice Each Stockholder's "Pro Rata Share" shall be payable solely in cash at based upon such Stockholder's proportionate ownership of all Stockholder Shares owned by Stockholders other than the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedTransferring Stockholder.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowPermitted Transfer), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall will deliver a written notice (an the "Offer Notice") to the CompanyCompany and the other Stockholders (collectively, the "Other Stockholders"). The Offer Notice shall will disclose in reasonable detail the identity of the proposed transferee, the number of Shareholder Stockholder Shares proposed to be transferred, transferred and the proposed terms and conditions of the Transfer and Transfer. First, the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (all, but not less than all) , of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such ten-day period, each Other Stockholder may elect to purchase all, but not less than all, of such Stockholder's Pro Rata Share of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period will be deemed to be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall will be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of Section 4.3, transfer such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall will be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Stockholder Shares may be pledgedpledged without the prior written consent of the Purchaser, which consent may be withheld in the Purchaser's sole discretion. Each Stockholder's "Pro Rata Share" will be based upon such Stockholder's proportionate ownership of all Stockholder Shares on a fully-diluted basis.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares (other than a Public Sale Permitted Transfer or a Transfer permitted under paragraph 3(c) belowby Section 3.8), the transferring Shareholder (the "Transferring Shareholder") shall Wilsxx xxxl deliver a written notice (an the "Offer Notice") to the CompanyCompany and the holders of Investor Underlying Common Stock (the "Other Stockholders"). The Offer Notice shall will disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms and conditions of the Transfer and Transfer. First, the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (all, but not less than all) , of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Executive and the Other Stockholders as soon as practical practicable, but in any event within ten 10 days after the delivery Company's receipt of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such 10-day period, each Other Stockholder may elect to purchase (directly or through an Affiliate designated by such Other Stockholder) all, but not less than all, of such Other Stockholder's Pro Rata Share of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Executive as soon as practicable, but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period will be reoffered for the 10-day period prior to the expiration of the Election Period by Wilsxx xx a pro rata basis to the Other Stockholders who have elected to purchase their respective Pro Rata Shares. If the Company or any Other Stockholders have so elected to purchase Stockholder Shares from the Transferring ShareholderWilsxx, the transfer xxe Transfer of such shares shall will be consummated as soon as practical practicable after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 days after the expiration of the Election Period. To In the extent event that the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder mayWilsxx xxx, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of Section 3.3, transfer such Shareholder Shares Transfer to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Notice the number of such Stockholder Shares not transferred within such 90-day period shall be reoffered to which the Company under this paragraph 3(b) prior and the Other Stockholders have not elected to any subsequent Transferpurchase. The purchase price specified in any Offer Notice shall will be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder as specified pursuant to the Offer Notice. No Stockholder Shares may be pledged, hypothecated or in any other manner encumbered by Wilsxx xxxhout the prior written consent of the holders of a majority of the Investor Underlying Common Stock, which consent may be withheld in each such holder's sole discretion. Each Other Stockholder's "Pro Rata Shares" will be the percentage which reflects such Other Stockholder's proportionate ownership of all Investor Underlying Common Stock.

First Offer Right. At least 30 14 calendar days prior to making any Transfer ----------------- of any Shareholder Shares Restricted Stock (other than in a Public Sale or a Transfer permitted under paragraph 3(c) belowto an Affiliate of the Purchaser), the transferring Shareholder (the "Transferring Shareholder") Purchaser shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice , which shall disclose in reasonable detail the proposed number of Shareholder Shares shares of Restricted Stock to be transferredtransferred (the "Offered Stock"), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if knownany). The Company may elect to purchase all (but not less than all) of the Shareholder Shares Offered Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election (the "Election Notice") to the Transferring Shareholder Purchaser as soon as practical but in any event within ten calendar days after the delivery of the Offer NoticeNotice (the "Election Notice Deadline"). If the Company has elected to purchase Shareholder Shares all (but not less than all) Offered Stock from the Transferring ShareholderPurchaser, the transfer purchase of such shares the Offered Stock shall be consummated as soon as practical but not later than 15 calendar days after the delivery of the election notice(s) Election Notice to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election PeriodPurchaser. To the extent that If the Company has elects not elected to purchase all of the Shareholder Shares being offeredOffered Stock, the Transferring Shareholder Purchaser may, within 90 for a period of 60 days after the expiration of the Election PeriodNotice Deadline, transfer such Shareholder Shares Offered Stock to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer NoticeCompany. Any Shareholder Shares Offered Stock not transferred within such 90-60 day period shall be reoffered re-offered to the Company under this paragraph 3(b) Section 7.2 above prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. At Subject to Paragraph 4(c), below, at least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowthe "Election Period"), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the other Shareholders (the "Other Shareholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company Each Other Shareholder may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within ten 20 days after the delivery of the Offer Notice. Any Shareholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Shareholder on a pro rata basis to the Other Shareholders who have elected to purchase their Pro Rata Share and, if there are any such Shareholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Shareholder Shares. If the Other Shareholders and/or the Company has have elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Shareholders have not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Shareholders in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company Other Shareholders under this paragraph 3(b) Paragraph 4 prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedpledged except on terms and conditions satisfactory to the Investor. Each Shareholder's "Pro Rata Share" shall be based upon such Shareholder's proportionate ownership of all Shareholder Shares owned by Shareholders other than the Transferring Shareholder.

First Offer Right. At least 30 20 days prior to making any Transfer ----------------- of any Shareholder Shares (after the Public Company Date, other than a Public Sale or a Transfer permitted under paragraph 3(c) below)of Shares held by the Investors, the transferring Shareholder Stockholder intending to make such transfer (the "Transferring ShareholderTRANSFERRING STOCKHOLDER") shall deliver a written notice (an the "Offer NoticeOFFER NOTICE") to the Companyother Stockholders (the "OTHER STOCKHOLDERS"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the identity of the proposed transferee, and the proposed terms and conditions of the Transfer and the identity shall be accompanied by a bona fide offer to purchase such Shares on such terms and conditions from an Independent Third Party or other Person not an Affiliate of the prospective transferee(s) (if known)Transferring Stockholder. The Company Each Other Stockholder may elect to purchase all (but not less than all) of its, his or her Pro Rata Share (as defined below) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder as soon as practical but in any event within ten 10 days after the delivery of the Offer Notice. If Any Shares not elected to be purchased by the Company has end of such 10 day period shall be reoffered for the 10 day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase Shareholder their Pro Rata Share. If any Other Stockholders have elected to purchase Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 10 days after the expiration of the Election Period. To the extent that the Company has Other Stockholders have not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 30 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the proposed transferee named in the Offer Notice for the price per share Share specified in the Offer Notice and on the other terms no more favorable to the transferees thereof than offered to the Company and conditions stated in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder transaction. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Shares may be pledgedon a fully-diluted basis.

First Offer Right. At On or after October 28, 1999, at least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below)Investor Stock, the transferring Shareholder (the "Transferring Shareholder") Investor shall deliver a written notice (an the "Offer Notice") to the CompanyCompany and Bain. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares shares of Investor Stock to be transferred, transferred and the proposed sale price, terms and conditions of the Transfer and Transfer. First, the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Shares Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice (the "Company Purchase Notice") of such election to the Transferring Shareholder Investor and Bain as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder Shares all of the Investor Stock within such ten-day period, Bain may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice (the "Bain Purchase Notice") of such election to Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. If the Company or Bain have elected to purchase the Investor Stock from the Transferring ShareholderInvestor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderCompany Purchase Notice or Bain Purchase Notice, but in any event within 15 30 days after the expiration delivery of the Election Periodeither such notice. To the extent that neither the Company has not nor Bain have elected to purchase all of the Shareholder Shares Investor Stock being offered, the Transferring Shareholder Investor may, within 90 60 days after the expiration a delivery of the Election PeriodOffer Notice, transfer all or any portion of such Shareholder Shares Investor Stock to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and Bain in the Offer Notice. Any Shareholder Shares ; provided, that Investor may not transferred within such 90-day period shall be reoffered transfer Investor Stock to the Company under more than five transferees pursuant to this paragraph 3(b) prior to any subsequent Transfer1(d). The purchase price specified in any Offer Company Purchase Notice or Bain Purchase Notice shall be payable solely in cash at the closing of the transaction or or, if mutually agreed upon by the parties, in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) or any portion of the Shareholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Shareholder and the Other Shareholders as soon as practical practicable but in any event within ten 30 days after the delivery of the Offer Sale Notice. If the Company has not elected to purchase all of the Offered Shares within such 30-day period, each Other Shareholder (other than the Transferring Shareholder) may elect to purchase up to such Person's Pro Rata Share (as defined below) of the Offered Shares at the price and on the terms specified in the Sale Notice by delivering written notice of such election to the Transferring Shareholder and all Other Shareholders as soon as practicable but in any event within 45 days after delivery of the Sale Notice. Any Offered Shares not elected to be purchased by the end of such 45-day period shall be reoffered for an additional 15-day period by the Transferring Shareholder on a pro rata basis to the Other Shareholders who have elected to purchase their Pro Rata Share. If the Company or any Other Shareholder has elected to purchase Offered Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical practicable after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 90 days after the expiration delivery of the Election PeriodSale Notice. To the extent that the Company has and the Other Shareholders have not elected to purchase all of the Shareholder Shares being offeredOffered Shares, the Transferring Shareholder may, within 90 120 days after the expiration end of the Election Period60-day notice period, transfer the balance of such Shareholder Offered Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Sale Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Shareholders in the Offer Sale Notice. Any Shareholder Shares not transferred within such 90-day period Each Other Shareholder's "Pro Rata Share" shall be reoffered based upon such holder's percentage ownership of the Shares of such class being Transferred held by the Other Shareholders (other than the Transferring Shareholder) on a fully-diluted basis. The Transferring Shareholder's ability to effect any Transfer pursuant to this Section 2(c), whether to the Company under this paragraph 3(bCompany, the Other Shareholders Shares or any third party, shall in all cases be subject to the participation rights of other Shareholders pursuant to Section 2(d) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledgedbelow.

First Offer Right. At least 30 days prior to making any Transfer of ----------------- of any Shareholder Stockholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an the "Offer Notice") to the CompanyCompany and the other Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms and conditions of the Transfer and Transfer. First, the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholders and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such ten-day period, each Other Stockholder may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of subparagraph (c) below, transfer such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Stockholder Shares may be pledgedpledged except on terms and conditions satisfactory to the Stockholders. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares on a fully- diluted basis.

First Offer Right. At Subject to Paragraph 4(c), below, at least 30 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) belowthe "Election Period"), the transferring Shareholder (the "Transferring Shareholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the other Shareholders (the "Other Shareholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company Each Other Shareholder may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Shareholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within ten 20 days after the delivery of the Offer Notice. Any Shareholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Shareholder on a pro rata basis to the Other Shareholders who have elected to purchase their Pro Rata Share and, if there are any such Shareholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Shareholder Shares. If the Other Shareholders and/or the Company has have elected to purchase Shareholder Shares from the Transferring Shareholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Shareholders have not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period, transfer such Shareholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.the

First Offer Right. At least 30 thirty (30) days prior to making any Transfer ----------------- of any Shareholder Warrant Shares (other than pursuant to a Public Sale Sale, or pursuant to any transfer subsequent to a Transfer permitted under paragraph 3(c) belowPublic Sale), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the Investor. The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Warrant Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Shareholder Warrant Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Investor as soon as practical but in any event within ten (10) days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Warrant Shares within such ten (10) day period, the Investor may elect to purchase all (but not less than all) of the Warrant Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within twenty (20) days after delivery of the Offer Notice. If the Company or the Investor has elected to purchase Warrant Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) notice to the Transferring ShareholderStockholder, but in any event within 15 fifteen (15) days after the expiration of the Election Period. To the extent that If neither the Company nor the Investor has not elected to purchase all of the Shareholder Warrant Shares being offered, the Transferring Shareholder Stockholder may, within 90 one hundred twenty (120) days after the expiration of the Election PeriodPeriod and subject to the provisions of Section 10(c), transfer such Shareholder Warrant Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Investor in the Offer Notice. Any Shareholder Warrant Shares not transferred within such 90-one hundred twenty (120) day period shall be reoffered to the Company and the Investor under this paragraph 3(bSection 10(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. At least 30 14 calendar days prior to making any ----------------- Transfer ----------------- of any Shareholder Shares Restricted Stock (other than in a Public Sale or a Transfer permitted under paragraph 3(c) belowto an Affiliate of the Purchaser), the transferring Shareholder (the "Transferring Shareholder") Purchaser shall deliver a written notice (an "Offer Notice") to the Company. The Offer Notice , which shall disclose in reasonable detail the proposed number of Shareholder Shares shares of Restricted Stock to be transferredtransferred (the "Offered Stock"), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if knownany). The Company may elect to purchase all (but not less than all) of the Shareholder Shares Offered Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election (the "Election Notice") to the Transferring Shareholder Purchaser as soon as practical but in any event within ten calendar days after the delivery of the Offer NoticeNotice (the "Election Notice Deadline"). If the Company has elected to purchase Shareholder Shares all (but not less than all) Offered Stock from the Transferring ShareholderPurchaser, the transfer purchase of such shares the Offered Stock shall be consummated as soon as practical but not later than 15 calendar days after the delivery of the election notice(s) Election Notice to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election PeriodPurchaser. To the extent that If the Company has elects not elected to purchase all of the Shareholder Shares being offeredOffered Stock, the Transferring Shareholder Purchaser may, within 90 for a period of 60 days after the expiration of the Election PeriodNotice Deadline, transfer such Shareholder Shares Offered Stock to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company in the Offer NoticeCompany. Any Shareholder Shares Offered Stock not transferred within such 90-60 day period shall be reoffered re-offered to the Company under this paragraph 3(b) Section 7.2 above prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder Shares may be pledged.

First Offer Right. At least 30 days prior to making any Transfer ----------------- of any Shareholder Stockholder Shares (other than an Exempt Transfer or a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an "Offer Notice") to the CompanyCompany and the other Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms and conditions of the Transfer Transfer, and if the Transferring Shareholder has identified or had any discussions with any prospective transferee the Offer Notice shall also disclose the identity of the prospective transferee(stransferees) (if knownthe purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or installments over time, and no Stockholder Shares may be pledged). The , First, the Company may elect to purchase all (but not less than all) of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholders and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase Shareholder all of the Stockholder Shares within such ten-day period, the Other Stockholders may elect to purchase all (but not less than all) of such Stockholder Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If the Other Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Stockholder, the Stockholder Shares shall be allocated among the Other Stockholders electing to purchase shares according to each such Stockholder's Pro Rata Share, If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring ShareholderStockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has and the Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of subparagraph (c) below, transfer all such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Shareholder Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) and the Other Stockholders prior to any subsequent Transfer. The purchase price specified in any Offer Notice Each Stockholder's "Pro Rata Share" shall be payable solely in cash at the closing based upon such Stockholder's proportionate ownership of the transaction or in installments over time, and no Shareholder all Stockholder Shares may be pledgedon a fully-diluted basis.

First Offer Right. At least 30 60 days prior to making any Transfer ----------------- of any Shareholder Shares (other than a Public Sale or a Transfer permitted under paragraph 3(c) below)Stockholder Shares, the transferring Shareholder Stockholder (the "Transferring ShareholderStockholder") shall deliver a written notice (an the "Offer Notice") to the CompanyCompany and the other Stockholders (the "Other Stockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shareholder Stockholder Shares to be transferred, transferred and the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known)Transfer. The Company MxXxxxxxx may elect to purchase all (but not less than all) or a portion of the Shareholder Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder and the Other Stockholders as soon as practical but in any event within ten 30 days after the delivery of the Offer Notice. If the Company MxXxxxxxx has not elected to purchase Shareholder all of the Stockholder Shares within such 30-day period, each Other Stockholder may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 45 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 45-day period shall be reoffered for the 15- day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share. If MxXxxxxxx or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring ShareholderStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotices, but in any event within 15 90 days after the expiration of the Election Period. To the extent that MxXxxxxxx and the Company has Other Stockholders have not elected to purchase all of the Shareholder Stockholder Shares being offered, the Transferring Shareholder Stockholder may, within 90 180 days after the expiration of the Election PeriodPeriod and subject to the provisions of subparagraph (c) below, transfer such Shareholder Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to MxXxxxxxx and the Company Other Stockholders in the Offer Notice. Any Shareholder Shares not transferred within such 90-day period shall be reoffered to the Company under this paragraph 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Shareholder . Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares may be pledgedon a fully-diluted basis.

First Offer Right. (a) In addition to Transfers pursuant to Article 5, Article 7, or a Public Sale, any Other Stockholder may Transfer an interest in Common Stock by complying with this Section 4.2. At least 30 45 days prior to making any Transfer ----------------- by any Other Stockholder of any Shareholder Shares Common Stock pursuant to a bona fide offer from an Independent Third Party (other than Pursuant to Article 5 and Article 7 or a Public Sale or a Transfer permitted under paragraph 3(c) belowSale), the transferring Shareholder Other Stockholder (the "Transferring ShareholderStockholder") shall will deliver a written notice (an the "Offer Notice") to the Stockholders and to the Company. The Offer Notice shall will disclose in reasonable detail the proposed number of Shareholder Shares shares of Common Stock (the "Subject Shares") to be transferred, identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer and Transfer. First, the identity Stockholders other than the Transferring Stockholder (collectively the "First Offer Stockholders") may elect to purchase all (but not less than all) of the prospective transferee(s) (Common Stock specified in the Offer Notice at the price in cash and on the terms specified therein on a pro rata basis determined by the number of shares of Common Stock then held by the First Offer Stockholders electing to make such purchase by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after the delivery of the Offer Notice; provided that if known)less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those Stockholders who have elected to make such purchase until an election to purchase all of the Subject Shares has been made. The If the First Offer Stockholders have not elected to purchase all of the Subject Shares within such 20-day period, the Company may elect to purchase all (but not less than all) of the Shareholder Subject Shares specified in the Offer Notice at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder Stockholder as soon as practical practicable, but in any event within ten 30 days after the delivery of the Offer Notice. If the Company has or the First Offer Stockholders have elected to purchase Shareholder all (but not less than all) of the Subject Shares from the Transferring ShareholderStockholder, the transfer of such shares shall will be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Shareholdernotice, but in any event within 15 75 days after delivery of the Offer Notice (the "Consummation Period"). If any of the Subject Shares to be purchased by any holder of any Class D-2 Common are voting securities, at the request of any holder of Class D-2 Common the Company will exchange for such securities other securities which are non-voting, convertible into such securities on the same terms as those on which the Class D-2 Common is convertible into Class D-1 Common and otherwise identical to such securities in all respects. If neither the Company nor the First Offer Stockholders have elected to purchase all of the Subject Shares being offered or if, the Company or the First Offer Stockholders elect to purchase all of the Subject Shares but do not consummate the purchase within the Consummation Period, the Transferring Stockholder may, within 45 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Shareholder Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Consummation Period, transfer such Shareholder the Subject Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice cash and on other terms no more favorable to the transferees thereof than offered to the Company and the First Offer Stockholders in the Offer Notice; provided that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. Any Shareholder Subject Shares not transferred within such 9045-day period shall will be reoffered subject to the Company provisions of this Section 4.2(a) upon subsequent transfer and the Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the Transferring Stockholder has again become subject to this Section 4.2(a). (b) The Stockholders may transfer any of their respective rights to purchase the Subject Shares under this paragraph 3(bSection 4.2(a) to any of their respective Affiliates; provided that prior to any subsequent Transfer. The purchase price specified such transfer, such Affiliate shall have agreed in any Offer Notice shall writing to be payable solely in cash at bound by the closing provisions of the transaction or in installments over time, and no Shareholder Shares may be pledgedthis Agreement.