Common use of First Offer Rights Clause in Contracts

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale), the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 30 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved SaleBRS Shares and other than Warrant Shares), the such Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), BRS specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer; provided, that this Section 4(b) shall not apply to any Transfer made following an Approved Sale or the exercise of a "Repurchase Option" (as defined and set forth in the Management Stock Agreement). The Company BRS (or its designees) may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder and the Company within 30 10 days after the Transfer Notice has been delivered to the Company. If the Company has BRS (or its designees) does not elected elect to purchase all of the Stockholder Shares to be transferredspecified in the Transfer Notice, then the Investor Offeree(s) (or their designees) Company may elect to purchase all (but not, in the aggregate, less than all) or any portion of the remaining Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving delivering a written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given delivered to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor OffereesCompany. If neither BRS (or its designees) and the Company nor the Investor Offeree(s) (or their designees) elects do not elect to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 6090-day period immediately following the expiration earlier of (i) 20 days after delivery of the Investor Option PeriodTransfer Notice and (ii) the date as of which both BRS and the Company have declined in writing to exercise their options under this Section 4(b). Any Stockholder Shares not transferred within such 6090-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.

First Offer Rights. Subject (a) No Investor shall, and the Broker shall not, Transfer any Shares except as specifically permitted by this Section 2.11 or under the terms of Sections 2.4 or Article 3. If at any time any Investor or the Broker (a “Selling Investor/Broker”) desires to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of Stockholder Shares by any Executive, sell for cash all or any part of their Permitted Transferees (other than pursuant to an Approved Sale)the Shares held by such Selling Investor/Broker, the Person making such Transfer (the "Offering Stockholder") Selling Investor/Broker shall deliver a first give written notice (the "Transfer “First Offer Notice"”) to the Company and Purchaser or its assigns (together, the “Offer Purchaser”) stating such Selling Investor/Broker’s desire to the Investors (the "Investor Offeree(s)")make such sale, specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferredsold, the proposed purchase price and the terms on which such Selling Investor/Broker proposes to make such sale. Upon the giving of such First Offer Notice, the Offer Purchaser shall have the option (which option (the “First Offer Option”) shall be payable solely assignable at the Offer Purchaser’s sole discretion) to purchase all, but not less than all, of such Shares specified in cash) and the other First Offer Notice, on the terms and conditions set forth in such First Offer Notice. Offer Purchaser shall have fifteen (15) days from receipt of the TransferFirst Offer Notice to provide written notice (the “First Offer Acceptance Notice”) to such Selling Investor/Broker of its desire to exercise such First Offer Option. If an Offer Purchaser elects to purchase, in the aggregate, all of the Shares proposed to be sold by such Selling Investor/Broker on the terms and conditions set forth in the First Offer Notice, the Offer Purchaser shall be obligated to purchase, and such Selling Investor/Broker shall be obligated to sell, such Shares at the price and terms specified in the First Offer Notice. The Company may elect to closing of the purchase all by the Offer Purchaser shall be held on a Business Day within forty-five (45) days (or such necessary longer period, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted) after the giving of the First Offer Acceptance Notice, at the principal offices of the Offer Purchaser, or at such other time and place as may be mutually agreed to by the Offer Purchaser and the Selling Investor/Broker. If no First Offer Acceptance Notice is delivered within the period specified above by the Offer Purchaser, the Selling Investor/Broker shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares covered by the First Offer Notice to be transferred, an unaffiliated third-party of third parties but only at a price and upon the same terms and conditions as no less favorable to the Selling Investor/Broker than those set forth contained in the Transfer NoticeFirst Offer Notice and only if such sale occurs on a date within seventy-five (75) days (or such necessary longer period, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by delivering appropriate proceedings promptly initiated and diligently conducted), from the earlier of (i) the lapse of the fifteen (15) day period (or the ten (10) day period in the case of an Amended First Offer Notice described below) following the receipt of the First Offer Notice and (ii) the receipt by the Selling Investor/Broker of a written notice of such election from the Offer Purchaser declining to exercise the Offering Stockholder within 30 days after First Offer Option; provided, however, that in the Transfer Notice has been delivered to event the Company. If the Company Selling Investor/Broker has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase so transferred all (but not, in the aggregate, not less than all) of the Stockholder such Shares to such unaffiliated third-party(ies) within such seventy-five (75) day period (or such necessary longer period, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted), then such Shares thereafter shall continue to be transferredsubject to all of the restrictions contained in this Agreement. Notwithstanding anything to the contrary contained in this paragraph, upon the same terms and conditions as those set forth Selling Investor/Broker shall have the right in such seventy-five (75) day period to provide to the Transfer Offer Purchaser an amended First Offer Notice (the “Amended First Offer Notice”) which shall be identical to the First Offer Notice, by giving written notice of such election except that the Amended First Offer Notice shall offer the Shares subject to the Offering Stockholder within 20 days after the Transfer First Offer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on at a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, price between 90% and 99.9% of the Stockholder Shares price specified in the Transfer First Offer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer . The Amended First Offer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will shall be subject to the provisions treated for all purposes of this Section 4(b2.11 as if it were an initial First Offer Notice, except that the Offer Purchaser shall have ten (10) upon subsequent Transferdays from receipt of such Amended First Offer Notice to provide such Selling Investor/Broker with a First Offer Acceptance Notice.

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 days prior With respect to any Transfer of Stockholder Shares by any Executive, or any holders of their Permitted Transferees (Stockholder Shares other than pursuant to an Approved Sale), the Person making such Transfer DLJ Stockholders: if any Stockholder (the "Offering Stockholder") proposes to transfer any of the Stockholder Shares owned by such Stockholder, then the Offering Stockholder shall deliver a written notice (the "Transfer Offer Notice") to the Company Company, the DLJ Stockholders and to the Investors (the "Investor Offeree(s)"), specifying other Continuing Stockholders setting forth in reasonable detail the number and class of such Stockholder Shares proposed such Offering Stockholder proposes to be transferred, transfer (the proposed purchase price (which shall be payable solely in cash"Offered Shares") and the other proposed terms and conditions of the Transfer, which shall be in the form of a sale of Offered Shares solely for cash (payable at closing or in specified installments). The Company may elect to purchase any or all or any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth owned by Offering Stockholder specified in the Transfer Offer Notice, at the price and on the terms specified therein, by delivering a written notice of such election to the Offering Stockholder Stockholder, the DLJ Stockholders and the Continuing Stockholders as soon as practicable but in any event within 30 15 days after the Transfer Notice has been delivered to delivery of the CompanyOffer Notice. If the Company has does not elect to purchase all of the Offered Shares within such 15- day period, the DLJ Stockholders may elect to purchase any or all of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder and the other Continuing Stockholders as soon as practicable but in any event within 25 days after delivery of the Offer Notice. If neither the Company nor the DLJ Stockholders elect to purchase in the aggregate all of the Offered Shares within such 25-day period, each Continuing Stockholder may elect to purchase its Pro Rata Share (as defined below) of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder, the DLJ Stockholders and the other Continuing Stockholders as soon as practicable but in any event within 35 days after delivery of the Sale Notice. Any Offered Shares not elected to be purchased by the end of such 35-day period shall be re-offered for a five day period by the Offering Stockholder on a pro rata basis to the Continuing Stockholders who have elected to purchase their Pro Rata Share. If the Company, the DLJ Stockholders and/or any Continuing Stockholder have elected to purchase all of the Offered Shares from Offering Stockholder, the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notices, but in any event within 50 days after the delivery of the Offer Notice. To the extent that the Company, the DLJ Stockholders and the Continuing Stockholders have not elected to purchase all of the Stockholder Offered Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) within 40 days after delivery of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Offer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after will not be required to sell any of the Transfer Notice has been given Offered Shares to the Investor Offeree(s) (Company, the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (DLJ Stockholders or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.the

First Offer Rights. Subject Prior to Sections 4(ca Transfer (in a single transaction or series of related transactions) and 4(d)of Voting Securities aggregating more than 10% of outstanding Voting Securities to a Person or group of affiliated Persons, at least 45 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees a Holder (other than pursuant to an Approved Salea Permitted Transfer), the Person making Holder proposing to make such Transfer (the "Offering StockholderHolder") ), shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors other Holders (such other Holders the "Investor Offeree(s)Holder Offerees"), specifying which notice specifies in reasonable detail the number and class of Stockholder Shares proposed Voting Securities to be so transferred, the proposed purchase price (which shall be payable solely in cash) therefor and the other terms and conditions of the Transfersuch proposed Transfer (a "First Offer Notice"). The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares Voting Securities to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, First Offer Notice and other reasonable customary terms and conditions by delivering a written notice of such election to the Offering Stockholder Holder within 30 15 days after the Transfer First Offer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares Voting Securities to be transferredTransferred, the Investor Offeree(s) (or their designees) Holder Offerees may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares Voting Securities to be transferredTransferred, on a pro rata basis (based on the percentage ownership of Voting Securities by a Holder Offerees compared to such ownership by all Holder Offerees), upon the same terms and conditions as those set forth in the Transfer First Offer Notice, by giving written notice of such election to the Offering Stockholder Holder within 20 15 days after the Transfer First Offer Notice has been given was delivered to the Investor Offeree(s) (the "Investor Option Period")Company; provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a any Holder Offeree elects not to purchase its pro rata basis in accordance with share of the relative number Voting Securities to be Transferred, the remaining Holder Offerees that have so elected may purchase their pro rata share of Stockholder Shares held such unpurchased Voting Securities (based on the percentage ownership of Voting Securities of a Holder Offerees electing to purchase such Voting Securities compared to stock ownership by all Holder Offerees election to purchase such Investor OffereesVoting Securities). If neither the Company nor the Investor Offeree(s) (or their designees) elects Holder Offerees elect to purchase all, in the aggregate, all of the Stockholder Shares Voting Securities specified in the Transfer First Offer Notice, then the Offering Stockholder Holder may transfer Transfer to any Person the Stockholder Shares specified in the Transfer Notice Voting Securities contemplated to the designated transferee be Transferred at a price and on terms and conditions in the aggregate no more favorable to the transferee(s) thereof Transferee than those specified in the Transfer First Offer Notice during the 6090-day period immediately following the expiration of date on which the Investor Option PeriodFirst Offer Notice was delivered to the Company and the Holder Offerees. Any Stockholder Shares Voting Securities not transferred Transferred within such 6090-day period will be subject to the provisions of this Section 4(b5.2(b) upon subsequent Transfer.

First Offer Rights. Subject to Sections 4(c3(c) and 4(d3(d), at least 45 20 days prior to any Transfer of Stockholder Shares shares of Investor Stock by any Executive, Investor or any of their his Permitted Transferees (other than a Transfer pursuant to an Approved SaleSection 3(a)), the such Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company Company, Kuck, XXEI and to the Investors (the "Investor Offeree(s)"), Cornerstone specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferredTransferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares shares of Investor Stock to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 10 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares shares of Investor Stock to be transferredTransferred, the Investor Offeree(s) (or their designees) may Cornerstone, PPEI and Kuck xxx elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares shares of Investor Stock to be transferred, Transferred on a pro rata basis (the determination of which shall be consistent with the methodology set forth in Section 3(a) above) upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) Cornerstone, PPEI and Kuck (the xxe "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects Cornerstone nor PPEI nor Kuck xxxcts to purchase all, in the aggregate, all of the Stockholder Shares shares of Investor Stock specified in the Transfer Notice, then the Offering Stockholder may transfer Transfer the Stockholder Shares shares of Investor Stock specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares shares of Investor Stock not transferred Transferred within such 60-day period will be subject to the provisions of this Section 4(b3(b) upon subsequent Transfer.

First Offer Rights. (i) Subject to Sections 4(c) and 4(d)) and other than in connection with a Public Sale or Approved Sale, at least 45 thirty (30) days prior to any Transfer of Stockholder Shareholder Shares by any Executive, or any of their Permitted Transferees Shareholder (other than pursuant to an Approved Saleholders of BRS Shares or Farallon Shares), the Person Shareholder making such Transfer (the "Offering StockholderTRANSFERRING SHAREHOLDER") shall deliver a written notice (the "Transfer NoticeTRANSFER NOTICE") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferredtransferred (the "TRANSFER SHARES"), the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Transfer Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder Transferring Shareholder within 30 fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferredTransfer Shares, the Investor Offeree(s) Investors (or their designees) may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares to be transferredTransfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder Transferring Shareholder within 20 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with Investors based upon the relative number of Stockholder Shareholder Shares then held by each such Investor Offereesunless otherwise agreed upon by the Investors. If neither the Company nor the Investor Offeree(s) (or their designees) Investors elects to purchase all, in the aggregate, all of the Stockholder Transfer Shares specified in the Transfer Notice, then the Offering Stockholder Transferring Shareholder may transfer the Stockholder Transfer Shares specified in the Transfer Notice to the designated transferee at a price and on terms no in the aggregate not materially more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 6090-day period immediately following the expiration of date on which the Investor Option PeriodTransfer Notice has been given to the Company and the Investors. Any Stockholder Transfer Shares not transferred within such 6090-day period will continue to be subject to the provisions of this Section 4(b4(b)(i) upon any subsequent proposed Transfer.

First Offer Rights. Subject to Sections 4(c) and 4(d), at At least 45 20 days prior to any Transfer of Stockholder Shares any Units by any Executive, or any of their Permitted Transferees a Unitholder (other than pursuant to an Approved Sale, a Public Sale, or a Transfer to a Permitted Transferee in accordance with Section 2(c)), the Person Unitholder making such Transfer (the "“Offering Stockholder"Unitholder”) shall deliver a written notice (the "“Transfer Notice"”) to the Company LLC and to the Investors Other Unitholders (such Other Unitholders, the "Investor Offeree(s)"“Unitholder Offerees”), specifying in reasonable detail the number and class type of Stockholder Shares Units proposed to be transferred, the proposed purchase price (which shall be payable solely in cash), the proposed transferee (if known) and the other proposed terms and conditions of the Transfer. The Company LLC may elect to purchase all (but not less than all) of the Units proposed to be transferred, at the same price and on the same terms and conditions set forth in the Transfer Notice, by delivering written notice of such election to the Offering Unitholder and the Unitholder Offerees within 15 days after the Transfer Notice has been delivered to the LLC. If the LLC has not elected within such 15-day period to purchase all of the Units proposed to be transferred, the Unitholder Offerees (together with the LLC) may elect to purchase all or any (but notbut, together with the Investor Offeree(s)LLC and the other Unitholder Offerees, not less than all) of the Stockholder Shares Units to be transferred, upon at the same price and on the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder Unitholder within 30 20 days after the Transfer Notice has been delivered to the CompanyUnitholder Offerees (the “Unitholder Option Period”). If the Company Unitholder Offerees (together with the LLC if it has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(sparticipate) (or their designees) may elect to purchase all (but nothave, in the aggregate, less elected to purchase more than all) the number of the Stockholder Shares to be transferred, upon the same terms and conditions as those Units set forth in the Transfer Notice, by giving written notice such offered Units shall be allocated (i) first, to the LLC in the amount that the LLC elected to purchase (if any), and (ii) second, for each type of Units to be transferred, among such Unitholder Offerees in accordance with each such Unitholder Offeree’s proportionate ownership of such election type of Units owned by all of the Unitholder Offerees electing to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period")participate in such purchase; provided, that that, for purposes of allocating such offered Units among such Unitholder Offerees, if both Investor Offerees make any such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares Units held by such Investor OffereesUnitholder Offerees are subject to vesting pursuant to the terms of any Executive Subscription Agreement or any other agreement between the LLC or any of its Subsidiaries and any Unitholder, such Units shall be taken into account in determining such proportionate ownership only if, and only to the extent that, they have vested pursuant to the terms of such agreement. If neither the Company nor LLC and/or the Investor Offeree(s) (or their designees) elects Unitholder Offerees do not elect to purchase all, in the aggregate, all of the Stockholder Shares Units specified in the Transfer Notice, then the Offering Stockholder Unitholder may transfer the Stockholder Shares Units specified in the Transfer Notice to the designated transferee one or more transferee(s) at a price and on terms and conditions no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Unitholder Option Period, subject to Section 2(b). Any Stockholder Shares Units not transferred within such 60-day period will be subject to the provisions of this Section 4(b2(a) upon subsequent Transfer.

First Offer Rights. Subject to Sections 4(c) and 4(d4(e), at least 45 60 days prior to any Transfer of Stockholder Shares by any Executive, Stockholder or any of their Permitted Transferees (other than pursuant to an Approved Sale)Transferees, the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and (unless the Offering Stockholder is CVC, in which case the Transfer Notice shall be delivered to the Investors (Company Secretary on behalf of the "Investor Offeree(s)"), Executives) specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer; provided that this Section 4(b) shall not apply to any Transfer made with respect to the Sale of the Company pursuant to Section 5. The In the case of a Transfer by a Person other than CVC, the Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all Offering Stockholder is CVC, each of the Stockholder Shares to be transferred, the Investor Offeree(s) Executives (or their designeessuch of the Executives as the Management Representative determines may participate) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder CVC within 20 30 days after the Transfer Notice has been given to the Investor Offeree(s) (Company Secretary, a number of the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall to be allocated among transferred equal to such number as the Investor Offerees on a pro rata basis Management Representative determines or in accordance with the relative absence of any such determination the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares held owned by such Investor Offerees. If neither Executive by (B) the Company nor aggregate number of Stockholder Shares owned by the Investor Offeree(s) (or their designees) elects to purchase all, other Executives participating in the aggregatepurchase, and (ii) the aggregate number of the Stockholder Shares specified to be sold in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.contemplated

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale)First, the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shares to be transferredor Warrants, upon as the case may be, specified in the Offer Notice at the price and on the same terms and conditions as those set forth in the Transfer Notice, Offer Notice by delivering a written notice of such election to the Offering Transferring Stockholder and each Investor Group within 30 twenty (20) days after the Transfer Offer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares or Warrants to be transferredtransferred within such twenty-day period, the Investor Offeree(s) (or their designees) Groups may elect to purchase in the aggregate all (but not, in the aggregate, not less than all) of the Stockholder Shares or Warrants, as the case may be, to be transferredtransferred (as applicable, upon the “Available Shares” or “Available Warrants”) at the price and on the same terms and conditions as those set forth in the Transfer Notice, Offer Notice by giving delivering written notice of such election to the Offering Transferring Stockholder within 20 thirty (30) days after the Transfer Offer Notice has been given delivered to the Investor Offeree(s) Groups. In the event that the Investor Groups in the aggregate elect to purchase more than the Available Shares or Available Warrants, as the case may be, then the number of Available Shares or Available Warrants to be purchased by each Investor Group that has elected to purchase more than its pro rata share of Available Shares or Available Warrants (based upon the "Investor Option Period"); provided, that if both Investor Offerees make such election, such number of Stockholder Shares (excluding Preferred Stock) held by all such Investor Groups) shall be allocated among the Investor Offerees reduced on a pro rata basis in accordance with proportion to the relative number of Stockholder Shares (excluding Preferred Stock) held by all Investor Groups that have elected to purchase more than their pro rata share that are not owned by such holder. Each Investor Group shall allocate the Stockholder Shares or Warrants so purchased among the Stockholders comprising such Investor Offerees. If neither Group pro rata according to the Company nor the Investor Offeree(s) (or their designees) elects to purchase allaggregate number of shares of such class of Stockholder Shares, or, in the aggregatecase Warrants are purchased, according to the aggregate number of shares of the class of Stockholder Shares into which such Warrants are exercisable, held by each such Stockholder (on a fully diluted basis) or in such other manner as the Stockholders comprising such Investor Group shall from time to time agree. To the extent that the Company or the Investor Groups have not elected to purchase in the aggregate all of the Stockholder Shares or Warrants specified in the Transfer Offer Notice, then the Offering Transferring Stockholder may transfer the Transfer such Stockholder Shares or Warrants, as the case may be, to one or more third parties, subject to the provisions of Sections 5(d) and 5(f) below, at a price no less than the price per share or per Warrant, as applicable, specified in the Transfer Offer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfer.favorable

First Offer Rights. (i) Subject to Sections 4(c) and 4(d)) and other than in connection with a Public Sale or Approved Sale, at least 45 thirty (30) days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees Stockholder (other than pursuant to an Approved Saleholders of BRS Shares, Farallon Shares, or Rosewood Shares), the Person Stockholder making such Transfer (the "Offering Transferring Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferredtransferred (the "Transfer Shares"), the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Transfer Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Transferring Stockholder within 30 fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferredTransfer Shares, the Investor Offeree(s) Investors (or their designees) may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares to be transferredTransfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Transferring Stockholder within 20 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with Investors based upon the relative number of Stockholder Shares then held by each such Investor Offereesunless otherwise agreed upon by the Investors. If neither the Company nor the Investor Offeree(s) (or their designees) Investors elects to purchase all, in the aggregate, all of the Stockholder Transfer Shares specified in the Transfer Notice, then the Offering Transferring Stockholder may transfer the Stockholder Transfer Shares specified in the Transfer Notice to the designated transferee at a price and on terms no in the aggregate not materially more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 6090-day period immediately following the expiration of date on which the Investor Option PeriodTransfer Notice has been given to the Company and the Investors. Any Stockholder Transfer Shares not transferred within such 6090-day period will continue to be subject to the provisions of this Section 4(b4(b)(i) upon any subsequent proposed Transfer.

First Offer Rights. Subject to Sections 4(c) and 4(d), at At least 45 30 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Salea Transfer permitted by clause (i), (ii), (v) or (vi) of Section 5.2.1) of Corporation Shares or Convertible Notes by either CDPQ or VPC, the Person making Stockholder proposing to make such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors other Stockholder (the "Investor Offeree(s)Offered Stockholder"), specifying in reasonable detail the number and class of Stockholder Corporation Shares and, if applicable, the principal amount of Convertible Notes proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) (the "Proposed Purchase Price") and the other terms and conditions of the Transfer. The Company Offered Stockholder may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Corporation Shares and Convertible Notes to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to received by the CompanyOffered Stockholder. If the Company Offered Stockholder has not elected within such 30-day period (the "Offer Period") to purchase all of the Stockholder Corporation Shares and Convertible Notes to be transferredTransferred, then, provided the Investor Offeree(s) (or their designees) may elect to purchase all (but notOffering Shareholder has also complied with the provisions of Section 6.1, in the aggregateif applicable, less than all) and no transferee is an Affiliate of the Stockholder Shares to be transferredOffering Stockholder, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); providedmay, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60120-day period immediately following the expiration of the Investor Option Offer Period (the "Third Party Offer Period"), Transfer the Corporation Shares and Convertible Notes specified in the Transfer Notice at an aggregate price which is not less than 90% of the Proposed Purchase Price and on other terms which are not more favorable to the transferee(s) than specified in the Transfer Notice. Any Stockholder Corporation Shares and Convertible Notes not transferred Transferred within such 60-day period will the Third Party Offer Period as permitted by the foregoing provisions may not be subject to Transferred thereafter except upon further compliance with the provisions of this Section 4(b) upon subsequent Transfer6.2 as if a Transfer Notice had never been given with respect thereto.

First Offer Rights. Subject If at any time First Offer Space, as that term is defined in Section 1.3.2.1 below, will be Available, as such term is defined in Section 1.3.2.1 below, the conditions set forth in Section 1.3.3 are satisfied and Landlord desires to Sections 4(clease any or all of such space to a third party, Landlord shall first deliver notice thereof to Tenant (a “First Offer Notice”) and 4(dsetting forth (i) a description of such First Offer Space, (ii) the rentable square feet in such First Offer Space, (iii) the Fair Market Rent, as defined in Section 2.4.1 for such First Offer Space, (iv) the anticipated commencement date of the lease of such First Offer Space (the “Anticipated First Offer Commencement Date”), at least 45 days prior and (v) any Lease Concessions, as defined in Section 2.4.2. to any Transfer be provided by Landlord. Provided all of Stockholder Shares the conditions precedent set forth in Section 1.3.3 are satisfied by any ExecutiveTenant, or any of their Permitted Transferees Tenant shall have the option (other than pursuant to an Approved Saleeach a “First Offer Right”), exercisable by Tenant delivering irrevocable notice to Landlord (each an “Acceptance Notice”) within fifteen (15) business days following Landlord’s delivery of the Person making applicable First Offer Notice, time being of the essence, to lease all the First Offer Space that is the subject of such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer First Offer Notice") . If Tenant fails to the Company and to the Investors (the "Investor Offeree(s)")timely give an Acceptance Notice for any First Offer Space, specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed purchase price (which Tenant shall be payable solely in cash) deemed to have rejected Landlord’s offer to lease the applicable First Offer Space and the other Landlord shall be free to lease such space on any terms and conditions (subject to Section 1.3.1(b) below) and Tenant shall have no further First Offer Right with respect to such space; provided, that (a) Landlord shall not lease any of such space to a third party more than one hundred eighty (180) days after delivery of the Transfer. The Company may elect First Offer Notice without again offering such unleased space to purchase all or Tenant under the provisions of this Section 1.3 and (b) Landlord shall not lease any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares such space to be transferred, upon the same another tenant on “terms and conditions which are materially less favorable to Landlord,” as such phrase is defined in Section 1.3.2.1 than those set forth in the Transfer Notice, by delivering a written notice of such election applicable First Offer Notice without again offering the unleased space to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects to purchase all, in the aggregate, of the Stockholder Shares specified in the Transfer Notice, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 60-day period will be subject to Tenant under the provisions of this Section 4(b) upon subsequent Transfer1.3.

First Offer Rights. Subject to Sections 4(c) and 4(d), at At least 45 20 days prior to any Transfer sale, transfer, assignment, pledge or other disposal (a "Transfer") of all or substantially all of the Stockholder Shares by any Executive, or any of their Permitted Transferees the TA Investors (other than a Transfer pursuant to an Approved SaleSection 1(b) below), the Person making such Transfer (the "Offering Stockholder") TA Investors shall deliver a written notice (the "Transfer Notice") to the Company and Tritx xx their desire to the Investors (the "Investor Offeree(s)")Transfer Stockholder Shares of such class, specifying in reasonable detail the number and class of Stockholder Shares proposed shares to be transferred, the proposed purchase price (which shall be payable solely in cash) transferred and the other terms and conditions of the Transferproposed transfer, including the proposed price per Stockholder Share of such class. The Company may elect Transfer Notice shall constitute an irrevocable offer to purchase all or any (sell all, but not, together with the Investor Offeree(s), not less than all) , of the Stockholder Shares subject to be transferredsuch Transfer Notice (the "Offered Shares") to Tritx xx the basis described below, at a purchase price equal to the price contained in the Transfer Notice. Tritx xxx elect to purchase all, but not less than all, of the Offered Shares, upon the same terms and conditions as those set forth in the Transfer NoticeNotice (the "Right of First Offer"), by delivering a written notice (the "Acceptance Notice") of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder TA Investors within 20 days after the Transfer Notice has been given received by Tritx. Xxe closing of the purchase of any Offered Shares pursuant to this Section 1(a) shall take place within 60 days after the Investor Offeree(s) (date on which the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among TA Investors receive the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor OffereesAcceptance Notice. If neither the Company nor the Investor Offeree(s) (or their designees) elects Tritx xxxs not elect to purchase all, in the aggregate, all of the Stockholder Shares specified in the Transfer NoticeOffered Shares, then the Offering Stockholder TA Investors may transfer the Stockholder Offered Shares to any Person for (i) a price no less than the price specified in the Transfer Notice to the designated transferee at a price and on (ii) other terms no more favorable to the transferee(s) thereof than as specified in the Transfer Notice during Notice; provided, however, that such Transfer must be completed within the 60120-day period immediately following the expiration of date on which the Investor Option PeriodTransfer Notice has been received by Tritx. Any Stockholder Xxy Offered Shares not transferred within such 60120-day period will be again subject to the provisions of this Section 4(b1(a) upon subsequent Transfertransfer.

First Offer Rights. (i) Subject to Sections 4(c) and 4(d)) and other than in connection with a Public Sale or Approved Sale, at least 45 thirty (30) days prior to any Transfer of Stockholder Shareholder Shares by any Executive, or any of their Permitted Transferees Shareholder (other than pursuant to an Approved Saleholders of BRS Shares, Farallon Shares, or Rosewood Shares), the Person Shareholder making such Transfer (the "Offering StockholderTRANSFERRING SHAREHOLDER") shall deliver a written notice (the "Transfer NoticeTRANSFER NOTICE") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferredtransferred (the "TRANSFER Shares"), the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Transfer Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder Transferring Shareholder within 30 fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferredTransfer Shares, the Investor Offeree(s) Investors (or their designees) may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares to be transferredTransfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder Transferring Shareholder within 20 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with Investors based upon the relative number of Stockholder Shareholder Shares then held by each such Investor Offereesunless otherwise agreed upon by the Investors. If neither the Company nor the Investor Offeree(s) (or their designees) Investors elects to purchase all, in the aggregate, all of the Stockholder Transfer Shares specified in the Transfer Notice, then the Offering Stockholder Transferring Shareholder may transfer the Stockholder Transfer Shares specified in the Transfer Notice to the designated transferee at a price and on terms no in the aggregate not materially more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 6090-day period immediately following the expiration of date on which the Investor Option PeriodTransfer Notice has been given to the Company and the Investors. Any Stockholder Transfer Shares not transferred within such 6090-day period will continue to be subject to the provisions of this Section 4(b4(b)(i) upon any subsequent proposed Transfer.

First Offer Rights. Subject to Sections 4(c) and Section 4(d), at least 45 60 days prior to any Transfer of Stockholder Vendor Shares by any Executive, or any of their Permitted Transferees Management Shares (other than a Transfer pursuant to a Public Sale or an Approved Sale), the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferredTransferred, the proposed purchase price (which shall be payable solely in cash) and the other material terms and conditions of the Transfer, including the identity of the Transferee. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the such Stockholder Shares to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, Notice by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferredTransferred, the Investor Offeree(s) (or their designeesany designee of the Investor) may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, Notice by giving written notice of such election to the Offering Stockholder within 20 45 days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designeesany designee of the Investor) elects to purchase all, in the aggregate, all of the Stockholder Shares specified in the Transfer NoticeNotice and if the terms and conditions of Section 4(a) above have been met, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 6045-day period immediately following the expiration of the Investor Option Period. Any Stockholder Shares not transferred within such 6045-day period will continue to be subject to the provisions of this Section 4(b) upon subsequent Transfer).

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 forty ------------------ (40) days prior to any Transfer sale, transfer or assignment (a "Transfer") of -------- Stockholder Shares or any Warrant by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale)Stockholder, the Person Stockholder making such Transfer (the "Offering Transferring Stockholder") shall deliver a written notice ------------------------ (the "Transfer Notice") to the Company and the Company shall deliver to the Investors --------------- Other Stockholders a copy of such Transfer Notice at least thirty (the "Investor Offeree(s)"), 30) days prior to such Transfer specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other basic economic terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor Offeree(s) (or their designees) may elect to purchase all (but not, in the aggregate, less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Transferring Stockholder and the Other Stockholders within 20 ten (10) business days after the Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such it. Each Other Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offerees. If neither the Company nor the Investor Offeree(s) (or their designees) elects may also elect to purchase all (but not less than all, in the aggregate, ) of its 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 and Company within ten (10) business days after delivery of the Transfer Notice, then such election to be effective only in the Offering event the Company does not purchase such Stockholder Shares pursuant to its election. Each Other Stockholder which has made an election pursuant to the preceding sentence shall be entitled to purchase the number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the number of Stockholder Shares owned by such Other Stockholder by the aggregate number of Stockholder Shares owned by all Other Stockholders which have made an election pursuant to the preceding sentence and (ii) the aggregate number of Stockholder Shares specified in the Transfer Notice (such product being such Other Stockholder's "Pro Rata Share"). If the Company or any Other Stockholder -------------- has elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within fifteen (15) business days of the delivery of the Transfer Notice. If the Company or any Other Stockholder defaults in payment for any Stockholder Shares purchased pursuant to this Section, its rights under this Section with respect to the relevant Transfer of such Stockholder Shares are irrevocably waived. To the extent that the Company and the Other Stockholders have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the sixty (60-) day period immediately following the expiration of date on which the Investor Option PeriodTransfer Notice has been given to the Company (or, if applicable, the Other Stockholders). Any Stockholder Shares not transferred within such sixty (60-) day period will be subject to the provisions of this Section 4(b) upon subsequent Transfertransfer.

First Offer Rights. Subject to Sections 4(cparagraphs 4(a), 4(d) and 4(d4(e), at least 45 thirty (30) days prior to the Transfer (other than with respect to a Public Sale or an Approved Sale) of any Transfer of Stockholder Shares by any Executive, Major Stockholder (other than a Warrant Holder but including the Founder Stockholders following either a Transfer Consent or the Special Rights Termination Date) or any of their its Permitted Transferees (other than pursuant to an Approved Saleas defined in Section 4(d) below), the Person making such Transfer (the "Offering Transferring Major Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and to the Investors other Major Stockholders (other than the Warrantholders) (the "Investor Offeree(s)Non-Selling Major Stockholders"), ) specifying in reasonable detail the identity of the prospective transferee(s), the number and class of Stockholder Shares proposed to be transferredTransferred, the proposed purchase price (which shall be payable solely in cash) and the other material terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the such Stockholder Shares to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Transferring Major Stockholder within 30 fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferredTransferred within such period, the Investor Offeree(s) (or their designees) Non-Selling Major Stockholders may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shares to be transferredTransferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Transferring Major Stockholder within 20 thirty (30) days after the Transfer Notice has been given to the Investor Offeree(s) Company (the "Investor Option Election Period"); provided. If the Non-Selling Major Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Major Stockholder, that if both Investor Offerees make such election, such the Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number Non-Selling Major Stockholders electing to purchase shares based upon each such Non-Selling Major Stockholder's proportionate ownership of all Stockholder Shares held owned by such Investor OffereesMajor Stockholders other than the Transferring Major Stockholder. If neither the Company nor the Investor Offeree(s) (or their designees) elects Non-Selling Stockholders elect to purchase all, in the aggregate, all of the Stockholder Shares specified in the Transfer NoticeNotice and if the terms and conditions of this Section 4(b) have been met, then the Offering Transferring Major Stockholder may transfer the Stockholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-thirty (30) day period immediately following the expiration of the Investor Option Election Period. Any Stockholder Shares not transferred within such 60-thirty (30) day period will continue to be subject to the provisions of this Section 4(b4(a). If the Company or any of the Non-Selling Major Stockholders have elected to purchase Stockholder Shares hereunder, the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notice(s) upon subsequent Transferto the Transferring Major Stockholder, but in any event within fifteen (15) days after the expiration of the Election Period. Notwithstanding the foregoing, none of the Existing Investor Stockholders, the Founder Stockholders, Adamx xx the Series D Stockholders shall Transfer any Stockholder Shares held by such Stockholder to an Otis Xxxpetitor prior to the date that the NBIC Stockholders cease, in the aggregate, to own at least 50% of the Stockholder Shares held by the NBIC Stockholders as of the date hereof.

First Offer Rights. Subject to Sections 4(c) and 4(d), at least 45 ------------------ 60 days prior to any Transfer of Stockholder Shareholder Shares by any Executiveof the Executives or their respective Permitted Transferees, or any of their Permitted Transferees (other than pursuant to an Approved Sale), the such Person making such Transfer (the "Offering StockholderShareholder") shall deliver a written notice (the "Transfer Notice") -------------------- --------------- to the Company, CVC and the other nonselling shareholders of the Company and to the Investors (the "Investor Offeree(s)"), specifying in reasonable detail the number and class of Stockholder Shares shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer and enclosing therewith a true and complete copy of any written offer, letter of intent or other written document setting forth the proposed terms and conditions of the Transfer. The Company may elect to purchase all or any (but not, together with the Investor Offeree(s), not less than all) of the Stockholder Shareholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder Shareholder (with a copy to CVC) within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Stockholder Shareholder Shares to be transferred, the Investor Offeree(s) CVC (or their designeesits designee) and the other nonselling Shareholders may elect to purchase all (but not, in the aggregate, not less than all) of the Stockholder Shareholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder Shareholder within 20 45 days after the Transfer Notice has been given to the Investor Offeree(s) CVC (the "Investor CVC Option Period"); provided. Each of CVC and the other ----------------- nonselling shareholders shall have the right to purchase that portion of the Shareholders Shares to be transferred which is equal to the ratio that the shares of Common Stock owned by a purchasing party bears to the aggregate shares of Common Stock owned by all purchasing Shareholders or in any other proportion that the parties shall agree upon, it being understood that if both Investor Offerees make Xxxxx and Xxxxxxxxx shall have the right to purchase any shares available for purchase by any of their respective Permitted Transferees in the event any such election, Permitted Transferee elects not to exercise such Stockholder Shares shall be allocated among the Investor Offerees on a pro rata basis in accordance with the relative number of Stockholder Shares held by such Investor Offereesoption to purchase. If neither the Company Company, the other nonselling Shareholders nor the Investor Offeree(s) CVC (or their designeesits designee) elects to purchase all, in the aggregate, all of the Stockholder Shareholder Shares specified in the Transfer Notice, then the Offering Stockholder Shareholder may transfer the Stockholder Shareholder Shares specified in the Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the expiration of the Investor CVC Option Period. Any Stockholder Shareholder Shares not transferred within such 60-day period will be subject to the provisions of this Section 4(b) upon subsequent Transfertransfer.