Common use of Right of First Offer Clause in Contracts

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions Promptly after determining that Shipper expects to undertake or participate in any development, drilling and production activities on the ROFO Properties that has not been included in a Development Report, Shipper must deliver a notice of this such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth in Section 3.05 shall survive the IPO.3.1(b)(i) through Section 3.1(b)(vi) (each, a “ROFO Notice”) (b) Following the end Gatherer shall have 45 Days following receipt of a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to some or all of the Restricted Period, except as provided for ROFO Properties covered in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder such Development Report or ROFO Notice (the “Prospective SellerSubject ROFO Properties”) desires ). If Gatherer elects to effect make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Sale of Securities Development Report or a ROFO Notice, deliver to Shipper a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other ShareholderROFO Offer”)) setting forth: (i) the proposed Fees for the Gathering Services to be provided; (ii) the existing operations, which notice shall set forth all under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the material terms planned Facility Segments and conditionsall planned Receipt Points and Delivery Point facilities, including in each case, for the number planned well pads and xxxxx included in the ROFO Offer; and (iv) the estimated budget amounts for the construction and installation of Securities proposed to be sold (the “Offered Securities”) planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the proposed purchase price per Share (planned well pads and xxxxx included in the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “ROFO Offer”). (c) The Within 30 Days following receipt of an Offer Notice by Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer; provided that the Other Shareholder shall constitute an offer by the Prospective Seller failure of Shipper to sell to the Other Shareholder. Such timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt deemed a rejection by Shipper of such Offer Notice by ROFO Offer. For the Other Shareholder. During the Offer Periodavoidance of doubt, the Other Shareholder Shipper shall have the right be under no obligation to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the ROFO Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07from Gatherer. (d) The consummation of any If Shipper accepts a ROFO Offer (such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and saleROFO Properties described in an accepted ROFO Offer, the Prospective Seller shall “Dedicated ROFO Properties”), then (i) Shipper will be deemed to have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced all of the Other Shareholder Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Securities purchasedTerm from Dedicated ROFO Properties and (B) committed to deliver to Gatherer under this Agreement, free as and clear when produced, all of any Encumbrances (other than this Agreement and applicable Law) Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) assign all of its rights and obligations under the Parties will amend this Agreement with respect to such Securities against payment of incorporate the purchase price contained terms set forth in the accepted ROFO Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions If the Borrower or any Subsidiary contemplates undertaking an issuance of this any Indebtedness (other than (x) Indebtedness permitted under Section 3.05 8.03(a), (c), (d), (e), (f), (j), (k) or (m) or (y) Indebtedness in an aggregate principal amount below the Threshold Amount), then, not less than thirty (30) Business Days prior to the proposed date of such issuance, the Borrower shall survive provide written notice (a “Debt Issuance Notice”) thereof to the IPOLenders, and shall deliver promptly to the Lenders such information concerning such issuance as the Lenders may reasonably request. (b) Following the end For a period of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder twenty (20) Business Days (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Exclusivity Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer PeriodLenders of a Debt Issuance Notice, the Other Shareholder Lenders shall have the right exclusive option, but not the obligation, to accept such offer as to any or all of propose the Offered Securities by giving a written notice of acceptance material terms and conditions (the “Notice Proposed Terms”) under which they would be willing to provide such Indebtedness by delivering written notice (a “Proposed Term Sheet”) thereof to the Borrower, setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide such Indebtedness. If the Lenders deliver a Proposed Term Sheet to the Borrower that purports to provide not less than the aggregate amount of Acceptance”financing contemplated by the issuance contemplated in the Debt Issuance Notice, then neither the Borrower nor any Subsidiary may then undertake any such issuance with any other Person unless such issuance with such other Person (x) includes financial covenants and events of default and other terms including amortization, mandatory prepayments and maturity dates that are more favorable (taken as a whole) to the Prospective Seller Borrower and its Subsidiaries than the Indebtedness contemplated by the Proposed Term Sheet (such determination to be made by the Borrower in good faith) and (y) has an All-In-Yield that is less than the All-In-Yield of the Indebtedness contemplated by the Proposed Term Sheet; provided, that, prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is metundertaking any such issuance with any other Person, the Other Shareholder Borrower or such Subsidiary shall have provide the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along Lenders with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than at least ten (10) days after Business Days’ notice thereof (and such information with respect thereto as the expiration Lenders shall reasonably request) and afford the Lenders a period of five (5) Business Days thereafter to propose a Proposed Term Sheet containing economic terms at least as favorable to the Offer Period (unless a later date shall be required under Borrower or such Subsidiary as the HSR Act or other applicable Law). Upon the consummation economic terms of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferIndebtedness. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. So long as this Agreement is still in full force and effect, AIR will have a right of first offer (aa “ROFO”) The provisions on the direct or indirect transfer (other than any Excluded Transaction) of this Section 3.05 shall survive any real property that is to be acquired (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls such property) by DevCo or any of its Subsidiaries after the IPO. Effective Date, provided that such property has achieved Stabilization (bany such property, a “ROFO Property”). For the avoidance of doubt, no ROFO will apply to any such transfers in respect of any right, title or interest in, to or under, or any rights to acquire, (i) Following the end of Parkmerced Loan, (ii) the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Parkmerced Option Agreement, (iii) any ownership interest in Parkmerced Investors, LLC, a Shareholder Delaware limited liability company, (iv) the “Prospective Seller”Seed Properties or (v) desires the Contributed Properties. In the event DevCo intends to effect a Sale of Securities to a Third Party or Third Partiesacquire any ROFO Property, the Prospective Seller shall deliver DevCo will send AIR a written notice (an a “Offer ROFO Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of detailing the material terms and conditions, of the intended acquisition of the ROFO Property (including the number of Securities proposed contract price and closing date (to be sold no later than one hundred eighty (180) days from the “Offered Securities”) and date of the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum paymentROFO Notice), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The upon receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for which AIR will have thirty (30) days (to notify DevCo in writing whether or not it intends to proceed with the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all purchase of the Offered Securities by giving ROFO Property in accordance with the terms set forth in the ROFO Notice. If AIR timely delivers a written notice to DevCo that it will proceed with the transfer of acceptance the ROFO Property (the an “Notice of AcceptanceAcceptance Notice”), DevCo may designate AIR (or AIR’s designee) to the Prospective Seller prior take title to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall such ROFO Property on DevCo’s behalf directly as DevCo’s designee concurrently with what would have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon been the consummation of DevCo’s acquisition of such purchase and saleROFO Property. If AIR declines to timely exercise its ROFO or fails to timely notify DevCo that it wishes to proceed to a sale of the ROFO Property, DevCo may proceed to acquire the Prospective Seller shall ROFO Property from the third party seller (i) deliver subject to the Other Shareholder the Securities purchasedterms hereof), free and clear of provided that any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the acquisition shall be for a gross purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not no less than the Offer Price included contract price which DevCo has agreed to pay the third party seller of such ROFO Property; and if the acquisition of such ROFO Property with such third party has not been consummated on all such terms within one hundred eighty (180) days of AIR so declining (or having been deemed to so decline), the ROFO will be reinstated in accordance with the Offer Noticeterms hereof.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive In the IPO. (b) Following event the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) Owner Participant desires to effect a Sale of Securities to a Third Party sell, lease, convey or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any otherwise transfer some or all of its Beneficial Interest other than to an Affiliate of the Offered Securities by giving Owner Participant (other than in connection with the exercise of remedies following a written notice Lease Event of acceptance (the “Notice of Acceptance”Default) to the Prospective Seller prior to the expiration of the Offer PeriodFacility Lease Term, which notice shall specify the number of Offered Securities Owner Participant must first offer to be purchased by sell such Beneficial Interest to the Other Shareholder. Alternatively, if Facility Lessee on the threshold terms and conditions set forth in this Section 3.07(b) is met16.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the Other Shareholder shall price and of the terms, conditions and provisions upon which the Owner Participant would be willing to transfer such Beneficial Interest or any part thereof. The Facility Lessee will thereafter have the right within a period of forty-five (45) days from and option after the receipt by the Facility Lessee of such proposed term sheet to notify the Prospective Seller Owner Participant of its intent to exercise its right to purchase hereunder. If the Other Shareholder’s interest Facility Lessee elects to exercise the right provided in selling along with the Prospective Seller preceding sentence, it shall within sixty (60) days of such notice purchase, and the Owner Participant shall sell, the Beneficial Interest on the same terms and conditions as the offer giving rise to a Third Party (such right. If the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any Facility Lessee does not give such purchase by and sale notice to the Other Shareholder shall take place Owner Participant within the forty-five (45) day period or does not later than ten purchase the Beneficial Interest within sixty (1060) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and salenotice, the Prospective Seller shall (i) deliver Owner Participant will be free to so sell, lease, convey or otherwise transfer such Beneficial Interest, or a portion thereof, at a price no less than the price set forth in the proposed term sheet and on terms and conditions, taken as a whole, that, other than in an immaterial respect, are no less favorable to the Other Shareholder Owner Participant than the Securities purchased, free terms and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained conditions set forth in the Offer. proposed term sheet, unless the failure to purchase the Beneficial Interest within sixty (e60) days is attributable to the Owner Participant. In the event that (i) the Other Shareholder terms or conditions are revised in any way that the price is reduced or any of the other terms and conditions thereof, taken as a whole change the agreement for sale, lease, conveyance or transfer such that the terms and conditions of any such subsequent transaction are less favorable, other than in an immaterial respect, to the Owner Participant, the Owner Participant must again comply with the notice and acceptance provisions of this Section 16.1. It is understood and agreed among the parties hereto that the transaction contemplated by this Section 16.1 shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate effect a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration merger of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included Facility Lessee’s ownership interest in the Offer NoticeFacility and the Facility Site with the Owner Lessor’s Interest.

Right of First Offer. (a) If the Investor proposes to sell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), the Investor will give written notice to the Company (the "Transfer Notice") of the number of Securities the Investor proposes to sell in Covered Sales during the 90-day period (the "Notice Period") commencing on the date of the Investor's delivery of the Transfer Notice (the "Delivery Date") and the price per share at which the Investor proposes to sell such Securities. The Company shall have the right, during the 10-day period commencing on the Delivery Date, to purchase all, but not less than all, of the Securities described in the Transfer Notice at the price per share set forth in the Transfer Notice by delivery to the Investor of (i) the Company's written irrevocable agreement to purchase all of such Securities at such price per share and (ii) payment in immediately available funds of the aggregate purchase price for such Securities to such account or accounts as shall be designated by the Investor. The right described in the preceding sentence shall terminate if the agreement and purchase price described in the preceding sentence are not received by the Investor prior to 4:00 p.m. New York City time on the 10th day immediately following the Delivery Date. If the Company does not exercise its right as hereinabove set forth within such 10-day period, the Investor may sell all or any portion of the Securities described in the Transfer Notice to any purchaser for a price per share equal to or in excess of the price set forth in the Transfer Notice. If, at the end of the Notice Period, the Investor has not completed such sales, the Investor shall no longer be permitted to sell such Securities in a Covered Transaction without again complying with all of the provisions of this Section 3.05 Section. Notwithstanding the foregoing, the Investor may at any time amend, supplement or revise any information set forth in any previously delivered Transfer Notice by delivering an amended Transfer Notice to the Company, in which event the 10- and 90- day periods described above shall survive recommence from the IPOdate of Investor's delivery of such amended Transfer Notice to the Company. (b) Following the end of the Restricted PeriodAs used in this Section, except as provided for in Section 3.03(b), if at "Covered Sale" shall mean any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later Investor other than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver a sale to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment an Affiliate of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities Investor or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required transfer that is registered under the HSR Securities Act or other applicable Law, and (B) at a price not less than effected pursuant to Rule 144 under the Offer Price included in the Offer NoticeSecurities Act.

Right of First Offer. In the event that a Party (afor the purpose of this Section 8, the “Seller”) should decide that it wishes to sell all or any portion of its Lot (the “Sale Lot”) to an unaffiliated third party, other than in connection with the sale of all or substantially all of the business assets or operations located on such Party’s Lot to the same purchaser of the business assets or operations or an affiliate of such purchaser as is buying the Sale Lot, the non-selling Lot owner (the “Buyer”) shall have the right of first offer (the “Right of First Offer”) with respect to the purchase of the Sale Lot from the Seller before any offer of the Lot is made to third parties. The Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 8. A Sale Lot shall not be transferred to an unaffiliated third party without the prior written consent of the Buyer hereto or otherwise in strict compliance with the provisions of this Section 3.05 shall survive 8. For the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term purposes of this AgreementSection 8, a Shareholder the “Purchase Price” shall mean such amount as is designated by the Seller (the “Prospective Seller’s Offer”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver in a written notice (an “Offer Notice”) thereof to FoundryCo the Buyer advising the Buyer of its interest in selling the Sale Lot and designating, in addition to Purchase Price, the Sale Lot, proposed closing date, and any other material conditions or restrictions intended to govern the sale of the Sale Lot. If the Buyer wishes to enter into a contract for the purchase of the Sale Lot offered for sale in the Seller’s Offer, the Buyer shall so inform the Seller in writing and the other Shareholder (Parties shall negotiate in good faith to execute a contract for the “Other Shareholder”), which notice shall set forth all sale and purchase of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for Sale Lot within thirty (30) days (after the “Offer Period”) after receipt of such Offer Notice election is received by the Other ShareholderSeller. During Such contract shall provide for closing of the Offer Periodsale within sixty (60) days of the contract date. If the Buyer does not so notify the Seller in a timely manner of its election to enter into a contract for the purchase of the Sale Lot pursuant to Seller’s Offer, the Other Shareholder Seller shall have be free to offer the right Sale Lot to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) an unaffiliated third party purchaser, on terms no less favorable to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold than those set forth in the Seller’s Offer. If the Seller does not thereafter complete a sale of the Sale Lot within nine (9) months following Buyer’s lack of acceptance of Seller’s offer on terms no less favorable to the Seller than are set forth in the Seller’s Offer, any sale of the Sale Lot or any part thereof shall again be subject to all terms of this Section 3.07(b) is met8 as though the Sale Lot had not previously been offered to the Buyer. At any time, the Other Shareholder Buyer may request in writing and shall have be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the right and option sale to notify any third party by the Prospective Seller of a Sale Lot. If the Other Shareholder’s interest in selling along Seller has strictly complied with the Prospective Seller to terms of this Section 8, at the Seller’s written request in connection with the closing of a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation sale of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and saleSale Lot, the Prospective Buyer shall affirm in writing to any interested party that the Seller shall (i) deliver to has complied with the Other Shareholder the Securities purchased, free and clear terms of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferSection 8. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. Lessor hereby grants to Lessee, a right of first offer with respect to any space that Lessor determines to offer for lease in the “General Atomics Roselle Properties,” defined as properties as to which Lessor has unfettered lease or sublease rights and which are located in the area bordered by Roselle, Flintkote, Dunhill and Estuary Streets (a) The provisions of this Section 3.05 shall survive including without limitation the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(bbuilding located at 0000 Xxxxxxx Xxxxxx [Building 67]), if at any time during as further outlined on Exhibit C attached hereto and made a part hereof (collectively, the term of this Agreement, a Shareholder “First Offer Space”). Lessor shall notify Lessee in writing (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “First Offer Notice”) thereof from time to FoundryCo time when Lessor proposes to offer any First Offer Space for lease. The First Offer Notice shall describe the First Offer Space which is the subject of the proposal (“Proposal Space”) and shall set forth the other Shareholder terms and conditions (including the proposed lease term) set forth in the proposal (collectively, the “Terms”). If Lessee wishes to exercise Lessee’s right of first offer with respect to the subject Proposal Space described in the First Offer Notice, then within five (5) business days after receipt of the First Offer Notice by Lessee (the “Other ShareholderElection Date”), Lessee shall deliver written notice to Lessor (“Lessee’s Election Notice”) pursuant to which notice Lessee shall set forth elect either to (i) lease all of the material terms and conditionsProposal Space described in the First Offer Notice upon the Terms set forth in the First Offer Notice, including or (ii) refuse to lease such space identified in the number of Securities proposed First Offer Notice. If Lessor does not receive a response from Lessee in writing to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Lessor’s First Offer Notice by the Other Shareholder Election Date, Lessee shall constitute an offer by be deemed to have elected not to lease the Prospective Seller to sell Proposal Space pursuant to the Other ShareholderTerms (“Declined Proposal Space”). Such If Lessee elects (or is deemed to have elected) not to lease the Proposal Space pursuant to the First Offer Notice, then Lessor shall be irrevocable for thirty free to lease the Declined Proposal Space that was the subject of the First Offer Notice to any person or entity on economic terms which may be less favorable than, or the same as, the Terms offered to Lessee, but shall not be more economically favorable by more than five percent (305%) days than the Terms offered to Lessee in the First Offer Notice (the “Offer PeriodAllowed Non-Lessee Terms”) after receipt for a period of up to twelve (12) months; provided, however, if Lessor fails to enter into a lease for the Declined Proposal Space on the terms that are within the Allowed Non-Lessee Terms within the next twelve (12) months, or desires to lease such space on terms other than tile Allowed Non-Lessee Terms, then Lessor shall be obligated to again deliver a First Offer Notice by to Lessee prior to leasing such space to a third party on the Other Shareholderterms upon which Lessor then desires to offer the Proposal Space. During the Offer Period, the Other Shareholder shall have the If Lessee properly exercises Lessee’s right to accept such offer lease the First Offer Space as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller herein including by delivery of the Other ShareholderLessee’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place Election Notice not later than ten (10) days after the expiration Election Date, then Lessor and Lessee shall execute an amendment to the Sublease incorporating into the Sublease the Proposal Space and the Terms applicable to such Proposal Space. Lessee’s right of first offer is personal to the Offer Period (unless a later date shall be required originally named Lessee under the HSR Act or other applicable Law). Upon the consummation of such purchase Sublease and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not may only be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price exercised if Lessee occupies not less than seventy-five percent (75%) of the Offer Price included Premises then under the Sublease. Lessee’s right of first offer hereunder shall automatically terminate and have no further effectiveness if Lessee is at any time in default of the Offer NoticeSublease (subject to applicable notice and cure periods, if any) more than twice in any twelve (12) month period during the Term.

Right of First Offer. For so long as the Non-Managing Member is a Member of the Company, Managing Member shall have a right of first offer (a“ROFO”) to invest or otherwise participate in all joint ventured investments of Non-Managing Member with any Real Estate Investment Trust (REIT) which also involve the ownership or operation of assisted living or memory care facilities (an “Investment Opportunity”). Non-Managing Member shall deliver written notice to Managing Member of any Investment Opportunity, which details the terms and conditions of the Investment Opportunity. Managing Member shall have fifteen (15) Business Days from receipt of such notice to notify the Non-Managing Member of Managing Member’s intent to exercise the ROFO with respect to the Investment Opportunity. Failure to respond to the Non-Managing Member within the fifteen (15) Business Day period referenced in the immediately preceding sentence shall terminate Managing Member’s ROFO with respect to that Investment Opportunity, at which point the Non-Managing Member shall be entitled to offer the Investment Opportunity to any and all third parties on terms and conditions substantially similar to those presented to the Managing Member. Notwithstanding Managing Members failure to exercise the ROFO with respect to an Investment Opportunity, in no event shall the Non-Managing Member be entitled to pursue an Investment Opportunity which otherwise violates the non-compete provisions of Section 6.5 of this Agreement. Notwithstanding the foregoing, Managing Member acknowledges that Non-Managing Member’s obligations under this Section 6.7 shall be subject to its obligations to SHACT Group, LLC, a California limited liability company (“Senior ROFO Party”) existing prior to May 7, 2012 and, with respect thereto and any Investment Opportunities (but only such Investment Opportunities) which must first be presented to Senior ROFO Party, Managing Members’ rights under this Section 6.7 shall only apply to such Investment Opportunities that Senior ROFO Party elects not to participate in. The preceding sentence in no way effects Managing Member’s rights otherwise provided in this Section 6.7 with respect to any Investment Opportunities that are not the subject of Non-Managing Member’s obligations to Senior ROFO Party. The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder 6.7 shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate apply following a purchase Change of Securities with respect to which a Notice Control of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeManaging Member.

Right of First Offer. (a) The provisions If QDRF (for purposes of this Section 3.05 4.1, a “Selling Stockholder”) proposes to transfer (unless the proposed transfer is a Permitted Transfer or a transfer pursuant to such Selling Stockholder’s “tag-along” rights under Section 4.2, in which case the following provisions need not be complied with) all or any portion of its Common Shares (the number of Common Shares proposed to be transferred by the Selling Stockholder, the “Subject Securities”), the Selling Stockholder shall survive deliver a notice of intention to sell (a “Sale Notice”) to POI Acquisition (the IPO“Offeree Stockholder”) setting forth the number of Subject Securities proposed to be transferred, an irrevocable offer to sell such Subject Securities to the Offeree Stockholder and the terms and conditions pursuant to which the Selling Stockholder is offering to sell such Subject Securities. (b) Following Upon receipt of a Sale Notice, the end Offeree Stockholder shall have the right to elect to purchase at the price and on the terms and conditions stated in the Sale Notice, all, but not less than all, of the Restricted PeriodSubject Securities (as allocated among the Offeree Stockholder in their discretion). In the event that the Offeree Stockholder elects to purchase all of the Subject Securities, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder Offeree Stockholder shall so notify the Selling Stockholder within 20 days (the “Prospective SellerOption Period”) desires to effect a after the receipt by such party of the Sale of Securities to a Third Party or Third Parties, the Prospective Seller Notice. Any such election shall deliver a be made by written notice (an a “Offer NoticeNotice of Election”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Selling Stockholder. (c) The receipt If a Notice of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell Election with respect to the Other Shareholder. Such Offer Subject Securities shall be irrevocable for thirty (30) days (have been delivered to the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer PeriodSelling Stockholder, the Other Shareholder Selling Stockholder shall have sell such Subject Securities to the right to accept such offer as to any or all of Offeree Stockholder designated in the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to Election at the Prospective Seller prior to price and on the expiration of terms and conditions stated in the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07Sale Notice. (d) The consummation closing of any such purchase by and the sale of Subject Securities to the Other Shareholder Offeree Stockholder shall take place not at the offices of the Company, or such other location as the parties to the sale may mutually select, on a date the parties may mutually select, no later than ten (10) 30 days after following the expiration of the Offer Option Period (unless a later date shall be or upon the expiration of such longer period required under the HSR Act or other applicable Lawto obtain any necessary regulatory approvals). Upon the consummation of At such purchase and saleclosing, the Prospective Seller Selling Stockholder shall (i) deliver a certificate or certificates for the Subject Securities to the Other Shareholder the Securities purchasedbe sold, free accompanied by stock powers with signatures guaranteed and clear of any Encumbrances (other than this Agreement all necessary stock transfer taxes paid and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities stamps affixed, if necessary, against payment receipt of the purchase price contained in the Offertherefor by certified or official bank check or by wire transfer of immediately available funds. (e) In If the event that Offeree Stockholder (iand/or its assignee(s)) the Other Shareholder shall does not have elected during the Offer Period elect to purchase all of the Offered Subject Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) end of the Option Period, such Subject Securities may be sold to any Person for a period of 180 days after following the expiration of the Offer Option Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less lower than the Offer Price included price specified in the Offer Sale Notice and on other terms and conditions not more favorable to the purchaser than those specified in the Sale Notice. Any Subject Securities not sold by such 180th day shall again be subject to the restrictions contained in this Section 4.1. (f) The Offeree Stockholder shall be entitled to assign any or all of their rights under this Section 4.1 to any other Person.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time If Landlord determines during the initial or any renewal term of this Agreement, a Shareholder (the “Prospective Seller”) desires Lease in its sole and absolute discretion to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth sell all of the material terms and conditionsPremises to a third party (excluding a transfer, including the number sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum paymentLandlord), on which then, prior to offering the Prospective Seller offers Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire to sell the Offered Securities to FoundryCo Premises. Lxxxxxxx’s notice shall contain the general terms and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller conditions upon which Landlord is willing to sell the Premises, however, any such terms and conditions shall serve only as a basis for further negotiations and shall not be binding on either party unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Txxxxx. Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Other ShareholderPremises. Such Offer If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall be irrevocable for have thirty (30) days following the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the “Offer Period”Premises within the fifteen (15) after receipt day period, then this right of such Offer Notice by first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Other ShareholderPremises to a third party and shall not survive expiration or termination of this Lease. During the Offer Period, the Other Shareholder This provision shall have the right to accept such offer as not apply to any lender who is not an owner or all affiliate of the Offered Securities by giving Landlord who accepts a written notice of acceptance (the “Notice of Acceptance”) deed to the Prospective Seller prior Premises from Landlord in lieu of foreclosure or to the expiration any sale in foreclosure of the Offer Period, said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) said lender is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07beneficiary. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) If any Holder or group of Holders acting in concert (each or collectively, as the case may be, the “Initiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Warrant Agent. The provisions ROFO Initiation Notice shall state the number and type of this Section 3.05 Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall survive promptly, but in no event later than five (5) Business Days, following receipt of the IPOROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is a Holder. (b) Following Each Significant Person shall have the end right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder ROFO Initiation Notice (the “Prospective SellerROFO Period”) desires ), to effect a Sale agree to purchase up to its pro rata share of Securities to a Third Party or Third Parties, the Prospective Seller ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer”). Such right shall deliver be exercised by delivering a written notice (an the “Offer ROFO Notice”) thereof to FoundryCo the Company and the other Shareholder Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its pro rata share of the ROFO Shares (the “Other ShareholderRejected ROFO Shares”), which notice shall set forth then, upon the expiration of the ROFO Period (or such earlier time period that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares), all of the material Significant Persons that accepted the First Offer in full shall have the right, for a period of five (5) Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Company and conditions, including the Initiating ROFO Seller within the Reallotment Period specifying the number of Securities proposed Rejected ROFO Shares that such Significant Person agrees to be sold purchase (the “Offered SecuritiesReallotment Notice”). The Company shall promptly, but in no event later than two (2) Business Days, following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the proposed ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, with no Significant Person being required to purchase price per Share more Shares than it has agreed to purchase (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “OfferReallocation Process”). (c) The receipt If either no Significant Person accepts the First Offer or not all of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell ROFO Shares are accepted pursuant to the Other Shareholder. Such First Offer shall be irrevocable for thirty (30) days and the Significant Persons do not accept all of the Rejected ROFO Shares (the “Offer PeriodRejected Reallotment Shares”), then, upon the expiration of (i) after receipt of such Offer Notice by the Other Shareholder. During the Offer ROFO Period, if no Significant Person accepts the Other Shareholder First Offer or (ii) the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares are accepted pursuant to the First Offer, the Company shall have the right, for a period of seven (7) Business Days (the “Company ROFO Period”), to agree to purchase the ROFO Shares or the Rejected Reallotment Shares, as the case may be, at the proposed minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right to accept such offer as to any or all of the Offered Securities shall be exercised by giving delivering a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to Initiating ROFO Seller, the expiration of Warrant Agent and each Significant Person who is a Holder within the Offer Period, which notice shall specify Company ROFO Period specifying the number of Offered Securities ROFO Shares or Rejected Reallotment Shares, as the case may be, that the Company agrees to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07purchase. (d) The consummation of any such purchase by and sale If effective acceptances are not received pursuant to the Other Shareholder shall take place not later than ten (10Section 2.2(b) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i2.2(c) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment all of the purchase price contained in ROFO Shares, then the Offer. (e) In Initiating ROFO Seller may Transfer to a ROFO Purchaser all of the event that (i) the Other Shareholder shall ROFO Shares not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities so accepted (the “Unaccepted SecuritiesRemaining ROFO Shares”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law), and (B) at a price not less than the proposed minimum purchase price, and on terms not more favorable to the ROFO Purchaser than the other terms stated in the ROFO Initiation Notice; provided, that (i) such Transfer takes place within sixty (60) Business Days after the expiration of the Company ROFO Period (the “ROFO Sale Period”) and (ii) if the consideration to be paid in exchange for the Remaining ROFO Shares by a ROFO Purchaser pursuant to this Section 2.2(d) consists of or includes any consideration other than cash, the Initiating ROFO Seller must provide to the Company and the Warrant Agent an appraisal of the non-cash consideration (as determined by a nationally recognized investment bank selected by the Board), providing that the non-cash consideration has a value that, when added with the cash consideration to be paid for the Remaining ROFO Shares, is at least equal to the minimum purchase price set forth in the ROFO Initiation Notice. The Company shall promptly, but in no event later than five (5) Business Days following receipt of such appraisal, deliver such appraisal to all Holders who are Significant Persons. If all or any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated. (e) The acceptance by any Significant Person or the Company of any offer to purchase ROFO Shares contemplated by this Section 2.2 shall be irrevocable, and the Significant Person or the Company delivering written notice of its acceptance thereof shall be bound by, and obligated to purchase the number of ROFO Shares specified in, such written notice at the minimum purchase price and the other terms set forth in the ROFO Initiation Notice. For the avoidance of doubt, the failure of a Significant Person or the Company to timely accept any offer contemplated by this Section 2.2 shall be deemed a rejection of such offer. (f) The consummation of the sales contemplated by clause (b) and (c) of this Section 2.2 shall take place at 10:00 a.m. local time at the offices of the Company on the thirtieth (30th) Business Day after the expiration of the ROFO Period (if all of the ROFO Shares are accepted pursuant to the First Offer), the Reallotment Period (if all of the Rejected ROFO Shares are accepted during the Reallotment Period) or the Company ROFO Period (if not all of the ROFO Shares are accepted pursuant to the First Offer Price and not all of the Rejected ROFO Shares are accepted during the Reallotment Period), or such other date as mutually agreed to by the parties to the sales contemplated by clause (b) and (c) of this Section 2.2, at which time each participating Significant Person or the Company, as applicable, shall deliver the appropriate consideration to the Initiating ROFO Seller (by check or wire transfer in accordance with instructions included in the ROFO Initiation Notice), and the Initiating ROFO Seller shall deliver to each participating Significant Person or the Company, as applicable, the certificates (if certificated) representing the ROFO Shares being sold, in each case, duly endorsed, or with stock (or equivalent) powers duly endorsed, free and clear of any liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), with any stock (or equivalent) transfer tax stamps affixed, or other appropriate transfer instruments and documents of Transfer as the Significant Person or the Company, as applicable, shall reasonably request. (g) For purposes of this Section 2.2, the “pro rata share” of a Significant Person shall mean the product of: (i) the number of ROFO Shares or the Rejected ROFO Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which is equal to the number of Shares Beneficially Owned by such Significant Person and the denominator of which is equal to the aggregate number of Shares Beneficially Owned by all Significant Persons permitted to participate in the First Offer Noticeor the Reallocation Process.

Right of First Offer. If Nucryst desires to sell assets that include all or substantially all of the Nucryst Technology in each case, including without limitation assignment of this Agreement (athe “Technology Assets”), Nucryst shall give written notice (the “Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the Technology Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Technology Assets and on what terms. During the [***] (the “Negotiation Period”) immediately following the date the Transfer Notice is given, Nucryst and S&N shall in good faith negotiate the sale and purchase of the Technology Assets by Nucryst to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Nucryst Technology, it shall forthwith advise Nucryst of such determination in writing, and Nucryst shall be free to sell the Technology Assets to any other Person on any terms at any time, and the provision of this Section 13.6 shall have no further application. If during the Negotiation Period Nucryst and S&N reach an agreement concerning the sale and purchase of the Technology Assets and such sale and purchase transaction is completed, the provisions of this Section 13.6 shall have no further application. If Nucryst and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Technology Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Technology Assets, which offer shall be maintained in confidence by Nucryst. If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Nucryst shall be free to sell the Technology Assets to any other person on any terms at any time, and the provisions of this Section 13.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Technology Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Nucryst for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Nucryst shall have the option of either selling the Technology Assets to S&N pursuant to the S&N Offer or selling the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] period (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Nucryst, Nucryst shall be entitled to sell the Technology Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Technology Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 13.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 3.05 13.6 shall survive not apply to the IPO. (b) Following the end transfer of the Restricted PeriodTechnology Assets to a transferee that is an Affiliate of Nucryst; provided that the Affiliate agrees to be bound by the terms of this Section 13.6. Any assignment of this Agreement to a third party as a part of the transfer of the Technology Assets pursuant to this Section 13.6, except whether as provided for in Section 3.03(b), if at any time a result of S&N not making the S&N Offer by the expiry of the Negotiation Period or as a result of Nucryst selling the Technology Assets to a third party during the term of this AgreementFree Transfer Period on terms no less favourable than the S&N Offer, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities shall be considered an assignment to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all permitted assignee for purposes of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Section 13.5. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions If a Partner (the “Selling Partner”) desires to Transfer all or any portion of this Section 3.05 the Selling Partner’s Interest (the “Offered Interest”) to any Person other than an Affiliate of the Selling Partner, the Selling Partner shall survive deliver to each of the IPOother Partners (the “Non-Selling Partners”) a good faith offer (a “Sale Offer”) which shall include a form of acquisition agreement that specifies the form and amount of consideration to be received and the other material terms on which the Selling Partner proposes to Transfer the Offered Interest. (b) Following the end Any Non-Selling Partner interested in purchasing all of the Restricted Period, except as provided for in Section 3.03(b), if at any time during Offered Interest shall so notify the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a Selling Partner by written notice (an a “Offer Purchase Notice”) thereof delivered to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all Selling Partner within 20 days after such Partner’s receipt of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Sale Offer”). (c) The receipt For a period of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) 60 days (the “Offer Negotiation Period”) after from the date of the Selling Partner’s receipt of such Offer Notice by the Other Shareholder. During the Offer Periodlast Purchase Notice, the Other Shareholder Selling Partner and any Non-Selling Partner that timely delivered a Purchase Notice to the Selling Partner shall have negotiate in good faith regarding the right to accept such offer as to any or all purchase of the Offered Securities Interest by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07such Non-Selling Partner. (d) The consummation If the Selling Partner and such Non-Selling Partner enter into a definitive agreement within the Negotiation Period for the Transfer of any the Offered Interest, then the Non-Selling Partner shall acquire the Offered Interest pursuant to the terms of such definitive agreement and the closing of such purchase by and sale to the Other Shareholder shall take place not later than ten (10) within 90 days after the expiration of the Offer Period (unless a later date Negotiation Period. The Offered Interest shall be required under sold by the HSR Act or other applicable Law). Upon Selling Partner and acquired by the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, purchasing Partner free and clear of any Encumbrances (and all Liens, claims, encumbrances or other rights of third parties. If more than this Agreement and applicable Law) and (ii) assign one Non-Selling Partner delivers a Purchase Notice to the Selling Partner, each such Non-Selling Partner shall be entitled to acquire a pro rata portion of the Offered Interest determined by dividing such Non-Selling Partner’s Percentage Interest by the aggregate Percentage Interests of all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferNon-Selling Partners that timely delivered a Purchase Notice. (e) In If (a) the event that Selling Partner and such Non-Selling Partner do not reach an agreement during the Negotiation Period regarding the Transfer of the Offered Interest to such Non-Selling Partner, (b) no Non-Selling Partner timely delivers a Purchase Notice to the Selling Partner, or (c) a definitive agreement is timely entered into but is subsequently terminated prior to closing, then the Selling Partner shall have 120 days to consummate the Transfer of the Offered Interest to a financially responsible third party; provided, however, the Selling Partner may not consummate any such Transfer to a third party unless (i) the Other Shareholder shall not have elected during acquisition consideration to be paid by such third party is at least equal in value to the consideration set forth in the Sale Offer Period to purchase all the Offered Securities or and (ii) the Other Shareholder shall have failed other terms and provisions of such sale are not materially more favorable to such third party than the terms and provisions contained in the Sale Offer. If the Selling Partner is unable to consummate a purchase the Transfer of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) Interest to a Third Party or Third Parties so long as all third party within such 120 day period, then the Unaccepted Securities are sold or otherwise disposed terms of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticethis Section 8.3 shall once again apply.

Right of First Offer. (a) If any Shareholder(s) (as applicable, the “Selling Party”) wishes to Transfer any or all of its Shares, the Selling Party shall notify the other Shareholder(s) (each such party, the “Rights Party”) of the Selling Party’s wish to Transfer any or all of its Shares (such notice, an “Offer Notice”). The provisions Offer Notice shall set out the number and class of this Section 3.05 shall survive Shares that it wishes to Transfer (the IPO“Offered Shares”). (b) Following Upon receipt of an Offer Notice, the end Rights Party has the right to offer to purchase, for cash, all (but not less than all) of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder Offered Shares (the “Prospective SellerROFO Right”) desires ), such election to effect a Sale of Securities to a Third be made by the Rights Party or Third Parties, the Prospective Seller shall deliver a by written notice delivered to the Selling Party (an a “Offer ROFO Response Notice”) thereof to FoundryCo and within ten (10) Business Days of receipt of the other Shareholder Offer Notice (the “Other ShareholderInitial Offer Period”). During the Initial Offer Period, which notice the Rights Party also may notify the Selling Party of its wish to exercise its Tag Right in accordance with Section 3.04, or its wish to pursue a joint sales process, as the Shareholders may otherwise agree. The Rights Party’s failure to provide a ROFO Response Notice within the Initial Offer Period shall set forth all be deemed an election not to offer to purchase any of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Shares. (c) The receipt of an If the Rights Party delivers a ROFO Response Notice within the Initial Offer Notice by Period, the Other Shareholder Rights Party shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for have thirty (30) days from the delivery date of the ROFO Response Notice to provide the Selling Party with a bona fide offer for all Offered Shares that includes a maximum price and any terms or conditions to the offer (the “Offer PeriodROFO Offer”), which shall include the proposed time, date and place for completing the Offered Share purchase, such date to be not later than one hundred twenty (120) after receipt of such Offer Notice by days from the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all delivery date of the Offered Securities by giving a written notice of acceptance ROFO Offer (the “Notice of AcceptanceROFO Completion Period”) to the Prospective Seller prior to the expiration of the Offer Period), which notice shall specify the number of Offered Securities to as such period may be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) extended pursuant to Section 3.073.03(g). (d) The consummation of any such purchase by and sale to the Other Shareholder Selling Party shall take place not later than have ten (10) days after the expiration from receipt of the ROFO Offer Period (unless a later date shall be required under to determine whether to accept or reject it. If the HSR Act or other applicable Law). Upon Selling Party accepts the consummation of such purchase and saleROFO Offer, the Prospective Seller completion of the sale and purchase of the Offered Shares shall take place as stated in the ROFO Offer. At such completion, the Selling Party shall deliver to the Rights Party, against payment of the purchase price, (i) deliver to the Other Shareholder the Securities purchasedOffered Shares, free and clear of any Encumbrances (all Liens, other than any Liens arising under this Agreement and applicable Law) Agreement, the Bye-Laws or the Registration Rights Agreement, and (ii) assign all of its rights and obligations under this Agreement with respect such documents as are required to such Securities against payment transfer title to the Offered Shares. Upon completion of the purchase price contained Transfer of Offered Shares in accordance with this Section 3.03(d), each of Alfa and Telenor’s First Levels shall be adjusted to the Offerpercentage ownership of issued and outstanding Shares resulting from such Transfer of Offered Shares. (e) In If a ROFO Offer was delivered pursuant to Section 3.03(c) and the event Selling Party rejects the ROFO Offer (a “Tag Trigger”), then subject to the Selling Party’s compliance with the Tag Right in Section 3.04, the Selling Party may Transfer all, but not less than all, of the Offered Shares to any third-party purchaser at a price that is at least 2% higher than the maximum price stated in the ROFO Offer. If (i) the Other Shareholder shall Rights Party elects not have elected during to exercise its ROFO Right, (ii) the Rights Party fails to respond to the Offer Notice within the Initial Offer Period or (iii) the Rights Party fails to purchase all timely deliver a ROFO Offer (also, each a “Tag Trigger”), the Selling Party may Transfer all, but not less than all, of the Offered Securities Shares to any third-party purchaser. Any Transfer under this Section 3.03(e) shall be made in accordance with and subject to Section 3.05 and must be completed by the later of (i) one hundred twenty (120) days from the termination of the Initial Offer Period or (ii) the Other Shareholder end of the ROFO Completion Period, as such period may be extended pursuant to Section 3.03(g). (f) The ROFO Right and the Tag Right shall have failed not apply to consummate any Transfer in respect of (i) any non-directed sale effected through a purchase secondary offering or other transaction on the Exchange or another stock exchange or (ii) block trades of Securities Shares to any Person who is not a Strategic Buyer within a consecutive twelve (12)-month period in an aggregate amount equal to or less than 12% of all issued and outstanding Shares; provided that, with respect to which a Notice of Acceptance was giventhe Alfa Shareholders, the Prospective Seller aggregate amount of Shares that may be Transferred by the Alfa Shareholders in block trades during the same twelve (12)-month period shall be reduced by the aggregate number of all Shares Transferred within such twelve (12)-month period by all Altimo Minority Shareholders to Unaffiliated Persons in accordance with Section 3.06(b). (g) The completion of any Transfers pursuant to this Section 3.03 shall automatically be extended by an additional sixty (60) days if any required regulatory approvals have not been received within the one hundred twenty (120) day period, subject to the best efforts of all parties to such a transaction to obtain the required approvals and complete the transaction within the one hundred twenty (120) day period. If the time period expires without completion of the proposed Transfer, the Selling Party shall not be obligated to sell any Offered Securities complete the proposed Transfer to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeRights Party.

Right of First Offer. In the event that the Company proposes an issuance of any of its securities other than Excluded Stock (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective SellerNew Securities”) desires to effect a Sale of Securities to a Third Party or Third Partiesany party, the Prospective Seller it shall deliver a first give written notice (an “Offer Notice”) thereof of such issuance to FoundryCo and the other Shareholder (the “Other Shareholder”)Purchaser, which notice shall set forth all of describe the material terms and conditions, including the number of Securities securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice issued by the Other Shareholder shall constitute an offer by Company and specify the Prospective Seller to sell to the Other Shareholdernumber, price, and payment terms. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder Purchaser shall have the right right, for a period of 20 days from the date of such notice, to accept such offer as agree to any purchase, at the same price and on the same terms and conditions some or all of the Offered New Securities. Purchaser may accept the Company’s offer as to the New Securities offered to it or any lesser number, by giving a written notice of acceptance (the “Notice of Acceptance”) thereof given by it to the Prospective Seller Company prior to the expiration of the Offer Periodaforesaid 20-day period. The Company shall be free at any time after the end of the aforesaid 20-day period and prior to 90 days after the date of its notice of offer to the Purchaser, which notice shall specify to offer and sell to any third party or parties the number of Offered such New Securities not agreed by the Purchaser to be purchased by it, at a price and on payment terms no less favorable to the Other ShareholderCompany than those specified in such notice of offer to the Purchaser. AlternativelyHowever, if the threshold set forth in Section 3.07(b) is metsuch third party sale or sales are not consummated within such 90-day period, the Other Shareholder Company shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any not sell such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the New Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder as shall not have elected during been purchased within such period without again complying with this Section 4.1. For purposes of this Section 4.1, the Offer Period term “Excluded Stock” shall mean (a) the shares of Common Stock (or options to purchase all the Offered Securities such shares of Common Stock) issued or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) issuable at a price not less than fair market value to the Offer Price included Company’s officers, employees, directors, consultants, or other service providers pursuant to the Company’s 2007 Stock Incentive Plan as approved by the Company’s Board of Directors, (b) shares of Common Stock issued or issuable upon the exercise of any options, warrants, or other securities exercisable for or convertible into capital stock of the Company outstanding as of the date hereof and disclosed in the Offer NoticeDisclosure Reports, or (c) if expressly approved by the Company’s Board of Directors, securities issued to non-affiliated vendors, customers, co-venturers, or other persons in bona-fide commercial or corporate partnering situations in an amount that does not exceed 1% of the total outstanding capital stock of the Company.

Right of First Offer. (a) The provisions For a period of this Section 3.05 shall survive two (2) years after the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b)Effective Date, if at any time during the term of this Agreement, Lilly or a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver Lilly Subsidiary receives a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to from a Third Party (the “Tag Along Lilly Offeror”) that is mainly in the Animal Health Field requesting any right or license to research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize any Intellectual Property Rights and Technology owned by Lilly or a Lilly Subsidiary (the “Lilly Intellectual Property”) anywhere in the Territory (a “Lilly Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder ), Lilly shall take place not later than ten (10) days after the expiration provide Elanco with written notice of the Offer Period (unless a later date shall be required under existence thereof, identifying the HSR Act or other applicable Law). Upon relevant Lilly Intellectual Property that is the consummation subject of such purchase and saleLilly Offer; provided, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchasedhowever, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller Lilly shall not be obligated under any obligation to sell provide Elanco with any Offered Securities notice as to whether such Lilly Offer is intended for commercialization within the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, Lilly Field. Elanco shall have the right to sell elect to negotiate exclusively with Lilly (for a reasonable period of time to be agreed by the Offered Securities Parties following Lilly’s receipt of such election) for the right or license to research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize such Lilly Intellectual Property in the Animal Health Field and anywhere in the Territory. (b) For a period of two (2) years after the Effective Date, if Elanco or an Elanco Subsidiary receives a written offer from a Third Party (the “Unaccepted SecuritiesElanco Offeror”) requesting any right or license to a Third Party or Third Parties so long as all the Unaccepted Securities are sold research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise disposed commercialize or exploit products or services that embody or utilize any Intellectual Property Rights and Technology owned by Elanco or an Elanco Subsidiary (the “Elanco Intellectual Property”) in the Lilly Field and anywhere in the Territory (an “Elanco Offer”), Elanco shall provide Lilly with written notice of the existence thereof, identifying the relevant Elanco Intellectual Property that is the subject of such Elanco Offer. Lilly shall have the right to elect to negotiate exclusively with Elanco (for a reasonable period of time to be agreed by the Prospective Seller (AParties following Elanco’s receipt of such election) within ninety (90) days after for the expiration of the Offer Period right or license to research, develop, use, manufacture, have manufactured, sell, have sold, import, export or otherwise commercialize or exploit products or services that embody or utilize such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included Elanco Intellectual Property in the Offer NoticeLilly Field and anywhere in the Territory.

Right of First Offer. Tenant shall have a right of first offer with respect to the space in Building A shown on Exhibit B attached hereto and made a part hereof (the “Offered Space”), under the following terms and conditions: (a) The Subject to the provisions of this Section 3.05 shall survive the IPO. (b7(d) Following the end of the Restricted Period, except as provided for in Section 3.03(b)below, if at any time during the term of this Agreement, the Lease any lease for any portion of the Offered Space shall expire and if Landlord intends to market the Offered Space to prospects for lease with third parties (a Shareholder (the “Prospective SellerProposed Tenant”) desires other than the tenant then occupying such space (or its affiliates), Landlord shall first allow Tenant the right to effect a Sale of Securities include the Offered Space within the Premises. (b) Such offer shall be made by Landlord to a Third Party or Third Parties, the Prospective Seller shall deliver Tenant in a written notice (an hereinafter called the “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall designate the space being offered and shall specify the terms for such Offered Space that Landlord intends to submit to prospective tenants in an effort to market the Offered Space. Tenant may accept the offer set forth all in the Offer Notice by delivering to Landlord an unconditional acceptance (hereinafter called “Tenant’s Notice”) of such offer within five (5) business days after delivery by Landlord of the material terms and conditions, including the number of Securities proposed Offer Notice to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which Tenant. Time shall be payable solely in cash of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or freely marketable securities in one lump sum payment), on which fails to timely accept) an offer made by Landlord pursuant to the Prospective Seller offers provisions hereof with respect to sell the Offered Securities Space designated in the Offer Notice, Landlord shall be under no further obligation whatsoever respect to FoundryCo and such space. In order to send the Other Shareholder (Offer Notice, Landlord does not need to have negotiated a lease with any particular Proposed Tenant but may merely have determined on what basis it will market the “Offer”)Offered Space to Proposed Tenants. Tenant must make its decision with respect to the Offered Space as long as it has received a description of such material economic terms. (c) The receipt Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of an Offer Notice by such Offered Space and may not exercise its right with respect to only part of such space. In addition, if Landlord desires to lease more than just the Other Shareholder shall constitute Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of just the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07Space. (d) The consummation of If Tenant at any such purchase time declines any Offered Space offered by Landlord, Tenant shall be deemed to have irrevocably waived all further rights under this Addendum, and sale Landlord shall be free to lease the Other Shareholder shall take place not later Offered Space to any Proposed Tenant including on terms which may be less favorable to Landlord than ten (10) days after the expiration of those set forth in the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferNotice. (e) In the event that (i) the Other Shareholder Tenant shall not have elected during the benefit of the foregoing right of first offer if Tenant is in Default at the time the Offer Period Notice is to purchase all be sent, or if at such time any circumstance exists which, with the Offered Securities giving of notice or (ii) the Other Shareholder shall have failed to consummate passage of time, or both, would constitute a purchase Default. The period of Securities with respect to which a Notice time Tenant’s right of Acceptance was given, the Prospective Seller first offer may be exercised shall not be obligated extended or enlarged by reason of Tenant’s inability to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the exercise such right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration because of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeprovisions of this paragraph.

Right of First Offer. (a) The provisions In the event any of this Section 3.05 shall survive the IPO. (b) Following the end Producers or their Affiliates proposes to dedicate interests in oil, gas, and/or mineral leases outside of the Restricted PeriodApplicable Formations but within the Springridge AMI, except as provided for whether now owned or hereafter acquired, to a gatherer other than Gatherer, the applicable Producers shall, and Producers shall cause any such Affiliates to, prior to entering into any such dedication, first give notice in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder writing to Gatherer (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Dedication ROFO Notice”) thereof of its intention to FoundryCo enter into such dedication. The Dedication ROFO Notice shall include any material terms, conditions and details as would be necessary for Gatherer to make a responsive offer to enter into the other Shareholder contemplated dedication with any of Producers or their Affiliates, which terms, conditions and details shall at a minimum include any terms, condition or details provided to third parties in connection with the proposed dedication. Gatherer shall have sixty days following receipt of the Dedication ROFO Notice to propose an offer to enter into the dedication with the applicable Producers or Affiliates (the “Other ShareholderDedication ROFO Response”), which notice . The Dedication ROFO Response shall set forth all the terms and conditions pursuant to which Gatherer would be willing to enter into a binding agreement for the dedication. Unless the Dedication ROFO Response is accepted pursuant to written notice from the applicable Producers or Affiliates delivered to Gatherer within sixty days of such delivery, such Dedication ROFO Response shall be deemed to have been rejected by the applicable Producers or Affiliates. If a Dedication ROFO Response is accepted by the applicable Producers or Affiliates, the applicable Producers shall (and Producers shall cause the applicable Affiliates to) enter into an agreement with Gatherer providing for the consummation of the material dedication upon the terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to Dedication ROFO Response. If a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement Dedication ROFO Response with respect to any proposed dedication is rejected by the applicable Producers or Affiliates, the applicable Producers or Affiliates shall be free to enter into such Securities against payment of the purchase price contained proposed dedication with any gatherer on terms and conditions that are not more favorable in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period aggregate to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase such gatherer than those proposed in respect of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included Gatherer in the Offer NoticeDedication ROFO Response.

Right of First Offer. (a) The provisions Subject to the terms of this Section 3.05 shall survive 4, each Stockholder hereby unconditionally and irrevocably grants to each other Applicable Stockholder a right of first offer to purchase any or all shares of Capital Stock that such Stockholder may propose to Transfer (whether or not as a the IPOresult of an unsolicited offer received by such Stockholder), other than to a Specified Transferee of such Stockholder and other than pursuant to a Transfer in accordance with Section 6. (b) Following the end If a Stockholder desires to Transfer all or a portion of the Restricted Periodits shares of Capital Stock to any Person other than a Specified Transferee of such Stockholder, except as provided for and other than in accordance with Section 3.03(b)6, if at any time during the term of this Agreement, a Shareholder such Stockholder (the “Prospective SellerSelling Stockholder”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall first deliver a written notice of its desire to do so (an the “Offer Notice”) thereof to FoundryCo the Corporation and each of the other Shareholder Applicable Stockholders (the “Other ShareholderNon-Selling Stockholders”), which notice shall set forth all . The Offer Notice must specify: (i) the Selling Stockholder’s bona fide intention to Transfer the shares of the material terms and conditions, including Capital Stock; (ii) the number of Securities proposed shares of Capital Stock that the Selling Stockholder proposes to be sold Transfer (the “Offered SecuritiesShares”); (iii) the proposed consideration per share of Capital Stock (expressed as a value in cash, the “Offered Price”) for which the Selling Stockholder proposes to Transfer the Offered Shares; and (iv) all other material terms and conditions of the proposed purchase price per Share transaction (the “Offered Terms”). Each Offer Price”) (which Notice shall be payable solely in cash or freely marketable securities in one lump sum payment), on which constitute an irrevocable offer by the Prospective Seller offers Selling Stockholder to sell Transfer the Offered Securities to FoundryCo Shares in accordance with the Offer Notice and the Other Shareholder (the “Offer”)this Section 4. (c) The receipt Each Non-Selling Stockholder shall have an option, exercisable for a period of an fifteen (15) calendar days from the date of delivery of the Offer Notice by such Selling Stockholder (the Other Shareholder “Non-Selling Stockholder Option Period”) to purchase all or a portion of the Offered Shares for the Offered Price and on the Offered Terms. Such option shall be exercised by delivery by such Non-Selling Stockholder (a “ROFO Purchasing Stockholder”) of written notice to the Selling Stockholder, which shall state the number of Offered Shares that such ROFO Purchasing Stockholder intends to purchase and shall include a representation letter certifying that such ROFO Purchasing Stockholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Any written notice delivered by a ROFO Purchasing Stockholder to the Selling Stockholder exercising the option set forth under this Section 4(c) shall constitute an offer irrevocable commitment by the Prospective Seller such ROFO Purchasing Stockholder to sell purchase up to the Other Shareholder. Such Offer shall be irrevocable maximum number of Offered Shares for thirty (30) days (which such ROFO Purchasing Stockholder has indicated its intention to purchase in such written notice in accordance with the “Offer Period”) after receipt of such Offer Notice by the Other Shareholderand this Section 4. During the Offer Period, the Other Shareholder shall have the right Any Non-Selling Stockholder that fails to accept provide such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller Selling Stockholder prior to the expiration of the Offer Period, which notice Non-Selling Stockholder Option Period shall specify the number of Offered Securities forfeit its right to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller purchase any of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07Offered Shares. (d) The consummation In the event that the number of any such Offered Shares that the ROFO Purchasing Stockholders elect to purchase by and sale is greater than the actual number of Offered Shares, then each ROFO Purchasing Stockholder shall be entitled to purchase a pro rata portion of the Offered Shares, equal to the Other Shareholder shall take place not later than ten (10) days after number of Offered Shares multiplied by such ROFO Purchasing Stockholder’s Applicable Ownership Percentage, for the expiration of Offered Price and on the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferOffered Terms. (e) In The ROFO Purchasing Stockholders shall not have any right to purchase any of the event Offered Shares hereunder unless all of the Offered Shares are purchased pursuant to this Section 4. If the ROFO Purchasing Stockholders exercise their options to purchase all of the Offered Shares, each such ROFO Purchasing Stockholder shall, following delivery of written notices to the Selling Stockholder for such election, cooperate with the Selling Stockholder, and the Selling Stockholder shall cooperate with each ROFO Purchasing Stockholder, and each of them shall use commercially reasonable efforts, to consummate the purchase and sale of the Offered Shares that such ROFO Purchasing Stockholder has elected to purchase, as promptly as practicable and, in any event, within thirty (30) calendar days following the end of the Non-Selling Stockholder Option Period (subject to such extensions as are reasonably necessary to obtain any third party approvals, including approvals from governmental entities, as may be necessary to consummate such purchase and sale), for the Offered Price and on the Offered Terms. If the Non-Selling Stockholders do not exercise their options to purchase all of the Offered Shares within the Non-Selling Stockholder Option Period, then all options of the Non-Selling Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate. (f) Upon the earlier of (i) the Other Shareholder shall expiration of the Non-Selling Stockholder Option Period in which period the Non-Selling Stockholders do not have elected during deliver written notices indicating their intent, in the Offer Period aggregate, to purchase all of the Offered Securities or Shares, and (ii) delivery of written notices to the Other Shareholder shall have failed Selling Stockholder from all the Non-Selling Stockholders indicating their intent, in the aggregate, to consummate a purchase less than all of Securities with respect to which a Notice the Offered Shares (the date of Acceptance was givensuch earlier occurrence, the Prospective Seller shall not be obligated to sell any Offered Securities to “ROFO Ending Date”), the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, Selling Stockholder shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to right, exercisable for a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed period of by the Prospective Seller (A) within ninety (90) calendar days after from the ROFO Ending Date (the “Unrestricted Period”), but subject to Section 5, to Transfer all or a portion of the Offered Shares to any Person (but subject to Section 8) for a price per share of Capital Stock that is not less than the Offered Price and on material terms and conditions that are not more favorable to such Person than the Offered Terms; provided, that a Selling Stockholder shall be deemed to have Transferred its Offered Shares during the Unrestricted Period if it, during the Unrestricted Period, has irrevocably entered into a bona fide binding agreement to Transfer the Offered Shares to any Person; provided further, that the closing of such Transfer must occur within sixty (60) calendar days of the execution of such bona fide binding agreement, which period may be extended by the Selling Stockholder by up to an additional ninety (90) calendar days as required to obtain any required regulatory approvals. If the Selling Stockholder ever wishes to Transfer the Offered Shares, for a price per share of Capital Stock that is less than the Offered Price or on material terms and conditions that are more favorable than the Offered Terms, or if the Selling Stockholder wishes to Transfer the Offered Shares following the expiration of the Offer Period or such longer period Unrestricted Period, then the Selling Stockholder shall be required to first comply with this Section 4 anew. (up g) Notwithstanding anything to the maximum period permitted contrary herein, with respect to each Stockholder Group, any notice to be delivered under this Section 4 to members of such Stockholder Group shall be delivered to the applicable Stockholder and it shall be the responsibility of such Stockholder to coordinate the participation of the members of its Stockholder Group with respect to the procedures set forth in this Section 4. For the sake of clarity, all references in this Section 4 to a Stockholder shall, when referring to members of a Stockholder Group, refer to all members of such group as one. Accordingly, all notifications to be made pursuant to this Section 4 shall be delivered to and sent by applicable Laweach Stockholder on behalf of its Stockholder Group. (h) as would be required Each Non-Selling Stockholder may assign its rights under this Section 4 to the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Corporation with respect to any particular Offer Notice. (i) This Section 4 shall not apply to Transfers of shares of Common Stock made pursuant to the Initial Public Offering.

Right of First Offer. (a) The provisions Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of Common Stock, (ii) any other equity securities of the Company, including, without limitation, shares of Preferred Stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt or other securities directly or indirectly convertible into capital stock of the Company (collectively, “Covered Securities”), unless in each such case the Company shall have first complied with this Section 3.05 shall survive the IPO9. (b) Following If the end Company wishes to issue any Covered Securities, it shall deliver written notice to each Investor (hereinafter referred to as the “Notice of Offer”) which Notice of Offer shall specify (i) a description of the Restricted PeriodCovered Securities the Company proposes to issue and sell, except as provided for in Section 3.03(b), if at any time during (ii) the term number of this Agreement, a Shareholder such Covered Securities which the Company wishes to sell (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other ShareholderSecurities”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold ; (the “Offered Securities”iii) and the proposed cash purchase price per Share share or unit for the Offer Securities (the “Offer Price”); and (iv) (which all other material terms and conditions of the offer. The Notice of Offer shall be payable solely in cash or freely marketable securities in one lump sum payment), on which constitute an irrevocable offer by the Prospective Seller offers Company to sell to the Offered Investors the Offer Securities to FoundryCo and at the Other Shareholder (the “Offer”)Offer Price, as hereinafter provided. (c) The Within 30 days following receipt of an Offer the Notice by of Offer, each Investor shall notify the Other Shareholder shall constitute an offer by the Prospective Seller to sell Company as to the Other Shareholdernumber of Offer Securities, if any, it is electing to purchase (any such notification is hereinafter referred to as the “Investor’s Acceptance” and any such Investor electing to purchase Offer Securities, an “Accepting Investor”). Such Offer If an Investor does not provide an Investor’s Acceptance to the Company within such period, such Investor shall be deemed to have declined to purchase any of the Offer Securities. An Investor’s Acceptance shall be deemed to be an irrevocable commitment to purchase from the Company the number of Offer Securities which such Investor has elected to purchase pursuant to its Investor’s Acceptance, subject to allocation of the Offer Securities among Investors accepting the Notice of Offer, as hereinafter provided. (d) If the Investors have elected to purchase a number of Offer Securities that in the aggregate exceeds the total number of Offer Securities, the Offer Securities shall be allocated among the Accepting Investors as follows: (x) first, among the Accepting Investors as nearly as possible in proportion to the number of Registrable Securities then held by such Accepting Investors and (y) second, among those Accepting Investors that elected to purchase more Offer Securities than the number to which they are entitled under clause (x), as nearly as possible in proportion to the number of Registrable Securities held by such Accepting Investors. This Section 9(d) shall be construed and given effect in such manner that no Investor shall be required or entitled to purchase a number of Offer Securities greater than the number set forth in its Investor’s Acceptance. The Company shall promptly notify each Accepting Investor, if any, of the number of securities allocated to it, and each such Accepting Investor shall be obligated to purchase at the Offer Price such securities at a closing as set forth in Section 9(f). (e) If the Accepting Investors do not elect to purchase all of the Offer Securities available for thirty purchase under this Section 9, the Company may, within a period of three months from the date of the Notice of Offer, sell the remaining Offer Securities not subject to an Investor’s Acceptance to one or more third parties (30) days (the each a “Offer PeriodThird Party Purchaser”) after receipt for cash at a price per share not less than the Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Purchaser than those specified in the Notice of Offer. If the Company does not complete the sale of the Offer Securities within such three-month period, the provisions of this Section 9 shall again apply, and no sale of such Offer Notice Securities by the Other ShareholderCompany shall be made otherwise than in accordance with the terms of this Agreement. (f) The closing of purchases of Offer Securities by Investors pursuant to this Section 9 shall take place no later than 60 days after the date of the Notice of Offer, at 10:00 A.M. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. During the Offer PeriodAt least five (5) business days prior to such closing, the Other Shareholder Company shall have notify the right to accept such offer as to any or all Investor(s) in writing of the Offered Securities by giving a written notice names of acceptance (purchasers and the “Notice of Acceptance”) to the Prospective Seller prior to the expiration portion of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholdereach. Alternatively, if the threshold set forth in Section 3.07(b) is metAt such closing, the Other Shareholder Company shall have sell, transfer and deliver to each purchaser the right Offer Securities so purchased by such purchaser and option shall deliver to notify each purchaser a certificate or other evidence representing the Prospective Seller Offer Securities sold to such purchaser. Simultaneously with delivery of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration certificates, each purchaser of the Offer Period (unless a later date Securities shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchasedCompany, free and clear by wire transfer of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect immediately available funds to such bank account as the Company shall designate, a cash amount equal to the product of the Offer Price and the number of Offer Securities against being acquired by such purchaser, in full payment of the purchase price contained in of the OfferOffer Securities purchased. (eg) The term “Covered Securities” shall not include shares of Common Stock issued or issuable: (i) upon conversion of the Series A Preferred Stock; (ii) to officers, directors or employees of, or consultants to, the Corporation pursuant to (x) stock options outstanding on the date hereof, or (y) stock agreements, purchase plans, employee stock incentive programs or stock options granted after the date hereof on terms approved by the Board of Directors of the Company, if any, up to a maximum of 534,566 shares of Common Stock in the aggregate; (iii) for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors, provided such transaction is not principally for the purpose of raising equity capital; (iv) for consideration other than cash in connection with any other strategic transaction unanimously approved by the Board of Directors, including any joint venture, licensing arrangement, distribution arrangement or development agreement, up to a maximum of 500,000 shares of Common Stock, provided such transaction is not principally for the purpose of raising equity capital; (v) as a dividend or distribution on any shares of capital stock of the Company; and (vi) in a Qualified Public Offering. (h) In the event that (i) the Other Shareholder shall not have elected during the any Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder andbe issued are voting securities, subject to its obligations under Section 3.06 and 3.07, each Investor shall have the right under this Section 9 to sell purchase, in lieu of its share of such voting securities, an identical number of non-voting securities that have the Offered Securities same economic rights as such voting securities and that are freely convertible into such voting securities, subject to any restrictions on conversion which such Investor shall request. (i) This Section 9 shall terminate and be of no further force and effect upon the “Unaccepted Securities”) to consummation of a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeQualified Public Offering.

Right of First Offer. (a) If any Other Investor proposes to Transfer any Other Investor Securities (other than pursuant to (i) a Transfer under Section 6 (Tag Along Rights) or Section 7 (Required Sale); (ii) a Public Sale; (iii) the Registration Rights Agreement; (iv) a Transfer to a Permitted Transferee; or (v) a Transfer to any of the Xxxx Investors), any Other Investor desiring to make such Transfer (the “Transferring Other Investor”) shall give written notice (the “ROFO Sale Notice”) to the Company. The provisions ROFO Sale Notice shall (i) disclose in detail the number of this Section 3.05 shall survive securities to be Transferred, the IPOprice at which the securities are proposed to be Transferred, and the other material terms and conditions of the proposed Transfer and (ii) include an irrevocable offer to purchase the securities to be Transferred at such price and on such terms. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder The Company may elect to purchase directly or through one or more designees or Affiliates (the “Prospective SellerROFO Purchaser”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice all (an “Offer Notice”but not less than all) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Other Investor Securities proposed to be sold Transferred on the terms and conditions set forth in the ROFO Sale Notice by delivering a written notice of such election to the Transferring Other Investor within twenty (20) days after the “Offered Securities”) and the proposed purchase price per Share ROFO Sale Notice has been given (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “OfferPeriod”). (c) The receipt If the ROFO Purchaser accepts an offer to purchase all (but not less than all) of an Offer Notice by the Other Shareholder Investor Securities proposed to be Transferred in the ROFO Sale Notice in accordance with Section 8(b), the ROFO Purchaser shall constitute an offer by purchase from the Prospective Seller to Transferring Other Investor, and the Transferring Other Investor shall sell to the Company, such number of Other ShareholderInvestor Securities as to which the ROFO Purchaser shall have accepted pursuant to the ROFO Sale Notice. Such Offer The price per Other Investor Securities to be paid by the Company shall be irrevocable for thirty the price specified in the ROFO Sale Notice, payable in accordance with the terms of the ROFO Sale Notice. The consummation of such Transfer of the Other Investor Securities to the ROFO Purchaser shall occur on a date not later than sixty (3060) days (the “Offer Period”as such period may be extended to obtain any required regulatory approvals) after receipt expiration of the Offer Period and the Transferring Other Investor shall provide no warranties or indemnities in connection with a Transfer to the ROFO Purchaser, except for warranties, customary for Transfers of this kind, with respect to title to and ownership of such Offer Notice Investor’s Securities and such Investor’s capacity to enter into and be bound by the Transfer agreement. The Company and the Transferring Other Shareholder. During Investor shall use their commercially reasonable efforts to promptly obtain all required regulatory approvals and consents and to take such other actions as may be reasonably requested by the ROFO Purchaser or the Transferring Other Investor in connection with such Transfer. (d) If within the Offer Period, the Company has not elected to exercise its right under Section 8(b), the Transferring Other Shareholder shall have Investor may transfer its Other Investor Securities to a third party transferee at a price and on terms not less favourable than those specified in the right ROFO Sale Notice during the one hundred and eighty day (180) day period (as such period may be extended to accept such offer as to obtain any or all required regulatory approvals) immediately following the end of the Offered Securities by giving a written notice of acceptance Offer Period (the “Notice ROFO Transfer Period”). (e) If the transfer of Acceptance”) such Other Investor Securities pursuant to the Prospective Seller terms of Section 8(d) has not been consummated prior to the expiration of the Offer ROFO Transfer Period, which notice such Other Investor Securities shall specify the number of Offered Securities again be subject to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in this Section 3.07(b) is met, the Other Shareholder shall have the right 8 and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date separate ROFO Sale Notice shall be required under furnished, and the HSR Act or other applicable Law). Upon the consummation terms and provisions of such purchase and salethis Section 8 shall be separately complied with, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed order to consummate a purchase Transfer of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the such Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Investor Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. 2.2.1. If a Shareholder wishes to sell or otherwise transfer any or all of such Shareholder’s shares in Ormat Technologies (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b"Selling Party"), if at any time during such Selling Party shall send to the term of this Agreement, a other Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (the "Sale Notice") in which the Selling Party shall specify the following information: (i) the number of shares of Common Stock of Ormat Technologies that the Selling Party proposes to sell or transfer (the "Offered Shares"); (ii) the price that the Selling Party intends to receive in respect of the Offered Shares, which shall be stated in cash, and the terms of payment thereof. Such Sale Notice shall constitute an “Offer Notice”) thereof irrevocable offer to FoundryCo and sell the Offered Shares to the other Shareholder (the "ROFO Shareholder"), on the basis described below, at a purchase price equal to the price contained, and on the same terms and conditions as set forth, in the Sale Notice. 2.2.2. At any time within ten (10) Business Days, after delivery of the Sale Notice (the “Other ShareholderROFO Shareholder Option Period”), the ROFO Shareholder, may elect to accept the offer to purchase all (and not less than all) of the Offered Shares by giving written notice of such election (the “ROFO Shareholder Acceptance Notice”) to the Selling Party within the ROFO Shareholder Option Period, which notice shall set forth indicate that the ROFO Shareholder is willing to purchase all of the material terms Offered Shares. A ROFO Shareholder Acceptance Notice shall constitute a valid, legally binding and conditions, including enforceable agreement for the number sale and purchase of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and Shares covered by such ROFO Shareholder Acceptance Notice. The closing for the Other Shareholder (purchase of the “Offer”). (c) The receipt of an Offer Notice Offered Shares by the Other ROFO Shareholder under this Section 2.2 shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for take place within thirty (30) days (following the “Offer Period”) after receipt expiration of the ROFO Shareholder Option Period at the offices of the Selling Party or on such Offer Notice other date or at such other place as may be agreed to by the Other Selling Party and the ROFO Shareholder. 2.2.3. During Notwithstanding anything to the Offer Periodcontrary, and subject to the Other Tag Along Right set forth in Section 2.3 below, if the ROFO Shareholder shall have does not elect within the right ROFO Shareholder Option Period to accept such offer as exercise the rights to any or purchase under this Section 2.2 all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities Shares proposed to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is metsold, the Other Shareholder shall have the right Selling Party may, within one hundred and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party twenty (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10120) days after the expiration of the Offer ROFO Shareholder Option Period (unless the "Sale Period"), sell all such Offered Shares to a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase third party, on terms and sale, the Prospective Seller shall (i) deliver conditions that are not less favorable to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other Selling Party than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained those set forth in the OfferSale Notice. Following the Sale Period, any sale or transfer by a Shareholder will be made in accordance with the provisions of this Section 2.2. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. 28.1 In the event Landlord, during the Lease Term, wishes to sell or assign its fee interest in the Premises Landlord shall first give Tenant the opportunity to purchase such fee interest subject to the following terms and conditions: (a) The provisions If Landlord decides to sell the Premises, Landlord shall deliver written notice to Tenant of this Section 3.05 Landlord's intent to sell the Premises, which notice shall survive include the IPOcash purchase price and other terms upon which Landlord is willing to sell the Premises (the "NOTICE OF INTENT TO SELL"). If Tenant wishes to purchase the Premises upon the terms and conditions set forth in the Notice to Sell, Tenant shall give Landlord written notice ("OFFER EXERCISE NOTICE") of its election to exercise its right to purchase the Premises within thirty (30) days following Tenant's receipt of the Notice of Intent to Sell. Failure of Tenant to respond within such thirty (30) day period shall be deemed an election not to exercise Tenant's right to purchase granted herein; provided that Tenant agrees to confirm such deemed waiver by executing a recordable written waiver and providing such further assurances thereof as Landlord may reasonably request. (b) Following If Tenant exercises its right to purchase the end Premises pursuant to this Section 28.1, the purchase price shall be the price specified in the Notice of Intent to Sell and closing shall occur within the time frames set forth in the Notice of Intent to Sell (but if Tenant elects to exercise its rights hereunder such closing shall occur within sixty (60) days from the date of Tenant's Offer Exercise Notice) and otherwise pursuant to the terms of Section 27.3 hereof. (c) If a Notice of Intent to Sell is given and Tenant elects (or is deemed to have elected) not to purchase the Premises, then Landlord shall be free to sell the Premises to any other person or entity on terms not materially more favorable to the prospective purchaser than the terms upon which Tenant shall have had the right to purchase the Premises. For purposes hereof, any purchase that is at a purchase price (taking into account the closing costs described in Section 27.3(e) above) that is not less than ninety-five percent (95%) of the Restricted Periodpurchase price that would have been payable by Tenant shall be deemed not to be materially more favorable to the prospective purchaser. In the event of a proposed sale on terms that are materially more favorable to the prospective purchaser, Landlord shall be required to give Tenant another notice of Intent to Sell, specifying the proposed terms of sale and to afford Tenant the opportunity, once again, to elect to purchase the Premises on the terms so specified, in accordance with the provisions hereof. (d) In no event shall Tenant have the right to purchase and, except as expressly permitted herein, Landlord shall not sell less than the entire Premises. (e) Notwithstanding anything contained herein to the contrary, Tenant shall not be afforded the rights specified in this Section 28.1 and shall not be entitled to purchase the Premises in the case of (i) a sale or other transfer to an Affiliate of Landlord or (ii) any transfer or conveyance of title to the Premises or any interest therein or in Landlord as part of a group of assets marketed for sale, exchange or other disposition in a single or related series of transactions by Landlord or any Affiliate of Landlord. Furthermore, Tenant shall have no rights pursuant to this Article XXVIII with respect to any conveyance or contribution of the Building or any interest therein or in Landlord to a real estate investment trust, umbrella partnership real estate investment trust or other entity as part of a transaction in which shares of a real estate investment trust are being sold to the public. (a) Provided Tenant has been afforded the rights granted to Tenant in this Article XXVIII, Tenant's right to purchase the Premises pursuant to Section 28.1 shall forever terminate automatically upon the consummation of a sale of the Premises to an unaffiliated third party purchaser. Tenant agrees to confirm the termination of its rights hereunder by executing a recordable, written termination and providing such further assurances thereof as Landlord may reasonably request. (b) Any election by Tenant not to exercise its rights pursuant to Section 28.1 above shall not extinguish or otherwise impair any of Tenant's right to purchase the Premises pursuant to Article XXVII above. 28.3 Nothing set forth in this Article XXVIII shall restrict or prevent Landlord from (a) making an assignment of its interest in this Lease for security, (b) admitting lenders or others as limited partners in the partnership which constitutes Landlord or (c) granting to lenders or others equity interests in the Premises or the partnership which constitutes Landlord; provided, however, that any such conveyance shall not affect Tenant's Right of First Refusal and any such assignee or transferee shall comply with the provisions of this Article XXVIII. 28.4 The rights of purchase set forth herein may be exercised by Orbital Sciences Corporation and not by any assignee of Orbital Sciences Corporation other than an Affiliate of Tenant or an assignee permitted pursuant to Section 7.4 above only during the Lease Term and only if Tenant and/or its Affiliates are occupying not less than fifty percent (50%) of the Premises demised under this Lease. Such rights shall not be assignable by Orbital Sciences Corporation to any third party nor, except as expressly provided for in Section 3.03(b)the preceding sentence, if to any assignee, subtenant or successor-in-interest to Tenant, other than an Affiliate of Tenant. 28.5 Notwithstanding anything to the contrary set forth herein, Tenant's rights to purchase under this Article XXVIII shall not be applicable to a transaction involving the transfer of the Premises to a mortgagee-in-possession or a receiver of the Building, the Land or the Premises or a purchaser of the Building, the Land or the Premises at any foreclosure sale thereof, or a grantee of the Land, the Building or the Premises under a deed-in-lieu of foreclosure nor shall the provisions of this Article XXVIII be binding upon any such mortgagee-in-possession or receiver or purchaser at foreclosure or grantee under a deed-in-lieu of foreclosure, after a default by Landlord under any financing documents encumbering the Building, the Land or the Premises, as applicable, at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other ShareholderLease Term. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. AlternativelyFurther, if the threshold set forth in Section 3.07(b) is metLand, the Other Shareholder Building or the Premises is sold as a result of any mortgage financing secured thereby (e.g. a convertible mortgage or convertible securities) then Tenant's rights under this Article XXVIII shall terminate and be of no force or effect. Tenant shall have no right to approve nor have any control over the right and option to notify the Prospective Seller type or extent of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase financing obtained by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement Landlord with respect to such Securities against payment the Land, the Building or the Premises, except as may be expressly provided in Article XX of the purchase price contained in the Offerthis Lease. (e) 28.6 In the event that (i) at any time Landlord sells or transfers any of its interest in the Other Shareholder shall not have elected during Premises or this Lease to an unaffiliated third party and has otherwise complied with the Offer Period to purchase all provisions of this Article XXVIII, then provided the Offered Securities purchaser or (ii) transferee assumes the Other Shareholder shall have failed to consummate a purchase obligations of Securities with respect to which a Notice of Acceptance was givenLandlord hereunder, the Prospective Seller Landlord named herein shall not be obligated liable to sell Tenant for any Offered Securities obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. 28.7 If there is an Event of Default under this Lease on the date the Offer Exercise Notice is delivered to the Other Shareholder andLandlord or at any time thereafter prior to Closing, subject to its obligations under Section 3.06 and 3.07then, shall have the at Landlord's Option, Tenant's right to sell purchase the Offered Securities (the “Unaccepted Securities”) to a Third Party Premises provided herein shall lapse and be of no further force or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeeffect.

Right of First Offer. (a) If any Holder or group of Holders acting in concert (each or collectively, as the case may be, the “Initiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Warrant Agent. The provisions ROFO Initiation Notice shall state the number and type of this Section 3.05 Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall survive promptly, but in no event later than five (5) Business Days, following receipt of the IPOROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is a Holder. (b) Following Each Significant Person shall have the end right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder ROFO Initiation Notice (the “Prospective SellerROFO Period”) desires ), to effect a Sale agree to purchase up to its pro rata share of Securities to a Third Party or Third Parties, the Prospective Seller ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer”). Such right shall deliver be exercised by delivering a written notice (an the “Offer ROFO Notice”) thereof to FoundryCo the Company and the other Shareholder Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its pro rata share of the ROFO Shares (the “Other ShareholderRejected ROFO Shares”), which notice shall set forth then, upon the expiration of the ROFO Period (or such earlier time period that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares), all of the material Significant Persons that accepted the First Offer in full shall have the right, for a period of five (5) Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Company and conditions, including the Initiating ROFO Seller within the Reallotment Period specifying the number of Securities proposed Rejected ROFO Shares that such Significant Person agrees to be sold purchase (the “Offered SecuritiesReallotment Notice”). The Company shall promptly, but in no event later than two (2) Business Days, following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the proposed ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, with no Significant Person being required to purchase price per Share more Shares than it has agreed to purchase (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “OfferReallocation Process”). (c) The receipt If either no Significant Person accepts the First Offer or not all of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell ROFO Shares are accepted pursuant to the Other Shareholder. Such First Offer shall be irrevocable for thirty (30) days and the Significant Persons do not accept all of the Rejected ROFO Shares (the “Offer PeriodRejected Reallotment Shares”), then, upon the expiration of (i) after receipt of such Offer Notice by the Other Shareholder. During the Offer ROFO Period, if no Significant Person accepts the Other Shareholder First Offer or (ii) the Reallotment Period (or such earlier time that all Significant Persons have delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares are accepted pursuant to the First Offer, the Company shall have the right, for a period of seven (7) Business Days (the “Company ROFO Period”), to agree to purchase the ROFO Shares or the Rejected Reallotment Shares, as the case may be, at the proposed minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right to accept such offer as to any or all of the Offered Securities shall be exercised by giving delivering a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to Initiating ROFO Seller, the expiration of Warrant Agent and each Significant Person who is a Holder within the Offer Period, which notice shall specify Company ROFO Period specifying the number of Offered Securities ROFO Shares or Rejected Reallotment Shares, as the case may be, that the Company agrees to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07purchase. (d) The consummation of any such purchase by and sale If effective acceptances are not received pursuant to the Other Shareholder shall take place not later than ten (10Section 2.2(b) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i2.2(c) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment all of the purchase price contained in ROFO Shares, then the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Initiating ROFO Seller shall not be obligated to sell any Offered Securities to the Other Shareholder andmay, subject to its obligations under Section 3.06 and 3.072.3, shall have Transfer to a ROFO Purchaser all of the right to sell the Offered Securities ROFO Shares not so accepted (the “Unaccepted SecuritiesRemaining ROFO Shares”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law), and (B) at a price not less than the proposed minimum purchase price, and on terms not more favorable to the ROFO Purchaser than the other terms stated in the ROFO Initiation Notice; provided, that (i) such Transfer takes place within sixty (60) Business Days after the expiration of the Company ROFO Period (the “ROFO Sale Period”) and (ii) if the consideration to be paid in exchange for the Remaining ROFO Shares by a ROFO Purchaser pursuant to this Section 2.2(d) consists of or includes any consideration other than cash, the Initiating ROFO Seller must provide to the Company and the Warrant Agent an appraisal of the non-cash consideration (as determined by a nationally recognized investment bank selected by the Board), providing that the non-cash consideration has a value that, when added with the cash consideration to be paid for the Remaining ROFO Shares, is at least equal to the minimum purchase price set forth in the ROFO Initiation Notice. The Company shall promptly, but in no event later than five (5) Business Days following receipt of such appraisal, deliver such appraisal to all Holders who are Significant Persons. If all or any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated. (e) The acceptance by any Significant Person or the Company of any offer to purchase ROFO Shares contemplated by this Section 2.2 shall be irrevocable, and the Significant Person or the Company delivering written notice of its acceptance thereof shall be bound by, and obligated to purchase the number of ROFO Shares specified in, such written notice at the minimum purchase price and the other terms set forth in the ROFO Initiation Notice. For the avoidance of doubt, the failure of a Significant Person or the Company to timely accept any offer contemplated by this Section 2.2 shall be deemed a rejection of such offer. (f) The consummation of the sales contemplated by clause (b) and (c) of this Section 2.2 shall take place at 10:00 a.m. local time at the offices of the Company on the thirtieth (30th) Business Day after the expiration of the ROFO Period (if all of the ROFO Shares are accepted pursuant to the First Offer), the Reallotment Period (if all of the Rejected ROFO Shares are accepted during the Reallotment Period) or the Company ROFO Period (if not all of the ROFO Shares are accepted pursuant to the First Offer Price and not all of the Rejected ROFO Shares are accepted during the Reallotment Period), or such other date as mutually agreed to by the parties to the sales contemplated by clause (b) and (c) of this Section 2.2, at which time each participating Significant Person or the Company, as applicable, shall deliver the appropriate consideration to the Initiating ROFO Seller (by check or wire transfer in accordance with instructions included in the ROFO Initiation Notice), and the Initiating ROFO Seller shall deliver to each participating Significant Person or the Company, as applicable, the certificates (if certificated) representing the ROFO Shares being sold, in each case, duly endorsed, or with stock (or equivalent) powers duly endorsed, free and clear of any liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), with any stock (or equivalent) transfer tax stamps affixed, or other appropriate transfer instruments and documents of Transfer as the Significant Person or the Company, as applicable, shall reasonably request. (g) For purposes of this Section 2.2, the “pro rata share” of a Significant Person shall mean the product of: (i) the number of ROFO Shares or the Rejected ROFO Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which is equal to the number of Shares Beneficially Owned by such Significant Person and the denominator of which is equal to the aggregate number of Shares Beneficially Owned by all Significant Persons permitted to participate in the First Offer Noticeor the Reallocation Process.

Right of First Offer. (a) No Party (a "Transferring Party") shall Transfer any of its Shares or Subordinated Shareholder Loans to any third party, unless it shall have first offered to sell such Shares and assign such Subordinated Shareholder Loans by written notice to all the other Parties and the Board of Directors. The provisions written notice shall contain a description of this Section 3.05 shall survive the IPOnumber of Shares offered for sale and the amount and terms of the subordinated Shareholder Loans offered for assignment, the price sought by the Transferring Party, and any other material information necessary for the other Parties to make an informed decision whether to purchase the Shares and/or assume the Subordinated Shareholder Loans. (b) Following the end Within thirty (30) days following receipt of the Restricted Periodnotice from the Transferring Party, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third each Party or Third Parties, the Prospective Seller shall deliver a give written notice (an “Offer Notice”) thereof to FoundryCo all other Parties and the other Board of Directors of its decision whether to purchase all or any portion of such Shares and/or assume all or any portion of such Subordinated Shareholder (Loans. If the “Other Shareholder”)total number of Shares for which Parties have exercised such right exceeds the total number of Shares offered, or the total amount of Subordinated Shareholder Loans for which notice shall set forth all Parties have exercised such right exceeds the total amount of the material terms and conditionsSubordinated Shareholder Loans offered, including then each Party exercising such right may acquire at least the number of Securities proposed Shares and assume at least the amount of Subordinated Shareholder Loans that bears the same ratio to the total number of Shares or Subordinated Shareholder Loans offered that such Party's Shares or Subordinated Shareholder Loans bear to the total number of Shares or Subordinated Shareholder Loans of all Parties exercising such right; provided that should any Party accept less than the number of Shares or amount of Subordinated Shareholder Loans to which it would be sold (entitled under the “Offered Securities”) foregoing, such Party shall be entitled only to the number of Shares or amount of Subordinated Shareholder Loans it has so accepted, and the proposed purchase price per Share (the “Offer Price”) (which remaining Shares and Subordinated Shareholder Loans offered for Transfer shall be payable solely divided proportionately as above among those Parties who have accepted more than the number of Shares or amount of Subordinated Shareholder Loans to which they would be entitled in cash or freely marketable securities in one lump sum payment), on which accordance with the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)foregoing. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have Notwithstanding the right to accept such of first offer stated in Section 5.3(a) and (b), in the event that the total number of Shares or Subordinated Shareholder Loans accepted in writing as to any or provided in Section 5.3(b) is less than all of the Offered Securities by giving a written notice of acceptance Shares or Subordinated Shareholder Loans offered for Transfer, the Transferring Party may: (the “Notice of Acceptance”i) withdraw in whole or in part its offer to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify Transfer the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shares and amount of Subordinated Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07.Loans offered; or (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller Transfer (A) within ninety (90) days after the expiration all of the Offer Period Shares and/or Subordinated Shareholder Loans offered (including those accepted), or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) if the Transferring Party so determines, only Transfer those Shares or Subordinated Shareholder Loans that were not accepted by the other Parties. In either case, the Transfer shall be made only to a third party who is financially responsible and of generally recognized good business repute at a price not less terms no more favorable than offered to the Offer Price included in Parties, after the Offer NoticeTransferring Party has notified the other Parties of the identity of the proposed purchaser and the terms of the proposed Transfer, and after the Transferring Party has received the consent of the General Meeting of Shareholders, and any Government approvals required for the proposed Transfer.

Right of First Offer. (a) The provisions If any stockholder who is not a party to the Stockholders Agreement (a “Selling Stockholder”) wishes to transfer all or any portion of this Section 3.05 shall survive the IPO. its or his shares of stock to any person other than to a Permitted Transferee (b) Following the end of the Restricted Period, except as provided for in Section 3.03(ba “Third Party Purchaser”), if at any time during such Selling Stockholder shall offer such shares of stock to the term of this Agreementcorporation, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a by sending written notice (an “Offer Offering Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”)corporation, which notice shall set forth all of the material terms and conditions, including state (i) the number of Securities shares of stock proposed to be sold transferred (the “Offered Securities”); (ii) and the proposed purchase price per Share share of stock for the Offered Securities (the “Offer Price”); and (iii) (which the other material terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be payable solely in cash irrevocable unless and until the rights of first offer provided for herein shall have been waived or freely marketable securities in one lump sum payment), on which shall have expired. For a period of 30 days after the Prospective Seller offers to sell giving of the Offered Securities to FoundryCo and the Other Shareholder Offering Notice (the “OfferOption Period”). (c) The receipt of an Offer Notice by , the Other Shareholder corporation shall constitute an offer by have the Prospective Seller right, but not the obligation, to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days purchase (the “Offer PeriodPurchase Right”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Offering Notice. The Purchase Right shall be exercisable by giving a delivering written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller exercise thereof, prior to the expiration of the Offer Option Period, which to the Selling Stockholder. The failure of the corporation to provide notice to the Selling Stockholder within the Option Period shall specify be deemed to be a waiver of the number Purchase Right. The corporation may waive its rights hereunder prior to the expiration of the Option Period by giving written notice to the Selling Stockholder. The corporation may also assign the Purchase Right to any person designated by the Board of Directors. (b) The closing of the purchases of Offered Securities to be purchased by the Other Shareholdercorporation or its assignee shall be held at the executive office of the corporation at 11:00 a.m., local time, on the 45th day after the giving of the Offering Notice or at such other time and place as the parties to the transaction may agree. AlternativelyAt such closing, the Selling Stockholder shall deliver certificates representing the Offered Securities, duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Securities shall be free and clear of all liens, pledges and encumbrances and the threshold set forth in Section 3.07(b) Selling Stockholder shall so represent and warrant, and shall further represent and warrant that it is metthe sole beneficial and record owner of such Offered Securities. At the closing, the Other Shareholder corporation and/or its assignee, as the case may be, purchasing such Offered Securities shall have deliver payment in full in immediately available funds for the right and option to notify the Prospective Seller Offered Securities purchased by it or him. At such closing, all of the Other Shareholder’s interest in selling along with parties to the Prospective Seller transaction shall execute such additional documents as are otherwise necessary or appropriate. (c) Unless the corporation and/or its assignee elect to purchase all, but not less than all, of the Offered Securities, then the Selling Stockholder may sell all, but not less than all, of the Offered Securities to a Third Party Purchaser on the terms and conditions set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into on a date (the “Tag Along OfferContract Date”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) within 60 days after the earlier to occur of (x) the waiver by the corporation of the Purchase Right and (y) the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law)Option Period. Upon the consummation of If such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall sale is not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) consummated within ninety (90) 30 days after the expiration Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter by the Offer Period or such longer period (up Selling Stockholder without again offering the same to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included corporation in the Offer Noticeaccordance with this Section 38.

Right of First Offer. The Company hereby grants to each -------------------- Shareholder a right of first offer ("Right of First Offer") to subscribe for such Shareholder's pro-rata share of any New Securities (as defined in Section 4(e) below) that the Company may from time to time propose to issue. (a) In the event that the Company proposes to undertake an issuance of New Securities, the Company shall give written notice (the "Company Notice") of its intention to so issue such New Securities to each Shareholder. The provisions Company Notice shall include the type and number of such New Securities, the price and the general terms upon which such New Securities are proposed to be issued, the number of such New Securities for which each Shareholder is entitled to subscribe pursuant to this Section 3.05 shall survive Article 4 and the IPOidentity of the Person(s) to whom such New Securities are proposed to be issued (the "Proposed Acquirers"). (b) Following Each Shareholder shall have 21 calendar days after the end receipt of the Restricted Period, except as provided Company Notice to agree to subscribe for its pro-rata share of such New Securities for the price and upon the general terms specified in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a notice by giving written notice (an “Offer Notice”) thereof to FoundryCo the Company and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including stating therein the number of New Securities proposed for which such Shareholder shall subscribe. If any Shareholder fails to be sold exercise or waives its Right of First Offer hereunder (a "Non- Exercising Shareholder"), the Company shall give notice to all Shareholders who do exercise their Right of First Offer (the “Offered Securities”"Exercising Shareholders") and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash of such failure or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)waiver. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Each Exercising Shareholder shall have a right of over allotment to subscribe for its pro-rata portion of any New Securities not subscribed for by a Non-Exercising Shareholder hereunder. Each Exercising Shareholder may exercise such right of over allotment by giving written notice to the right to accept such offer as to any or all Company within seven calendar days of receipt of the Offered Securities by giving a written notice of acceptance non- exercise or waiver from the Company described in clause (the “Notice of Acceptance”b) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify above and stating therein the number of Offered New Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other for which such Exercising Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07subscribe. (d) The consummation In the event the Shareholders waive or fail to exercise in full the Right of any such purchase by and sale to the Other Shareholder shall take place not later than ten First Offer set forth in clauses (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Lawb) and (iic) assign all of its rights and obligations under this Agreement Article 4 within the above-mentioned time periods, then the Company shall have 120 calendar days thereafter to sell any New Securities with respect to such Securities against payment which the Shareholders did not exercise their Right of First Offer at a price and upon general terms no more favorable to the purchase price contained Proposed Acquirers than those specified in the OfferCompany Notice. In the event the Company does not sell the New Securities within such 120-day period, the Company shall not thereafter issue or sell such New Securities without first offering such New Securities to the Shareholders in accordance with this Article 4. (e) In For the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase purposes of Securities with respect to which a Notice of Acceptance was giventhis Article 4, the Prospective Seller term "New Securities" shall not be obligated to sell mean any Offered Securities to Securities, whether now authorized or authorized in the Other Shareholder andfuture, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party that are offered for subscription or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of sale by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeCompany.

Right of First Offer. The Company shall only issue Non-Public Capital Stock in a Private Financing Transaction in accordance with the following terms: (a) The provisions Company shall not issue any Non-Public Capital Stock in a Private Financing Transaction unless it first delivers to each Investor who is then an Eligible Purchaser (as defined below) and who, in the case of Note Investors, purchases at least $10 million in aggregate principal amount at maturity of New Notes at the closing of the Concurrent Financing Transactions (each such Person being referred to in this Section 3.05 6 as a "Buyer"), a written notice (the "Notice of Proposed Issuance") specifying the type and total number of such shares of Non-Public Capital Stock that the Company then intends to issue (the "Offered Non-Public Capital Stock"), all of the material terms, including the price upon which the Company proposes to issue the Offered Non-Public Capital Stock and stating that the Buyers shall survive have the IPOright to purchase the Offered Non-Public Capital Stock in the manner specified in this Section 6.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance. (b) Following For a period of ten (10) calendar days from the end of date the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires Company delivers to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers may elect to subscribe to purchase Offered Non-Public Capital Stock at the same price per share and upon the same terms and conditions, including conditions specified in the number Notice of Securities proposed Proposed Issuance. Each Buyer electing to be sold (the “purchase Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a Non-Public Capital Stock must give written notice of acceptance (the “Notice of Acceptance”) its election to the Prospective Seller Company prior to the expiration of the Offer Ten Day Period. If the Offered Non-Public Capital Stock is being offered as part of an investment unit together with debt or other instruments, which notice any election by a Buyer to purchase Offered Non-Public Capital Stock shall specify the number also constitute an election to purchase a like portion of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(bsuch debt or other instruments. (c) is met, the Other Shareholder Each Buyer shall have the right and option to notify the Prospective Seller purchase that number of shares of the Other Shareholder’s interest in selling along with Offered Non-Public Capital Stock as shall be equal to the Prospective Seller number of shares of the Offered Non-Public Capital Stock multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then held by such Buyer plus all shares of Common Stock issuable upon conversion of all Convertible Securities then held by such Buyer and the denominator of which shall be the aggregate number of shares of Common Stock Deemed Outstanding. The amount of such Offered Non-Public Capital Stock that each Buyer is entitled to a Third Party (the “Tag Along Offer”) pursuant purchase under this Section 6 shall be referred to Section 3.07as its "Proportionate Share." (d) The consummation Each Buyer shall have a right of oversubscription such that if any such other Buyer fails to elect to purchase by and sale his or its full Proportionate Share of the Offered Non-Public Capital Stock, the other Buyer(s) shall, among them, have the right to purchase up to the Other Shareholder balance of such Offered Non-Public Capital Stock not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Non-Public Capital Stock by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Non-Public Capital Stock available in respect to such oversubscription privilege, the oversubscribing Buyers shall take place be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (e) If all of the Offered Non-Public Capital Stock has not later than been subscribed for by the Buyers pursuant to the foregoing provisions, then the Company shall have the right, until the expiration of one-hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Non-Public Capital Stock not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Non-Public Capital Stock is not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Non-Public Capital Stock. (f) The Company may proceed with the issuance of Non-Public Capital Stock without first following the foregoing procedures provided that within ten (10) days after following the expiration issuance of such Non-Public Capital Stock, the Company or the purchaser of the Offer Period (unless a later date shall be required under Non-Public Capital Stock undertakes steps substantially similar to those described above to offer to all Buyers the HSR Act right to purchase from such purchaser or other applicable Law). Upon from the consummation Company such amount of such Non-Public Capital Stock at the same price and terms applicable to the purchaser's purchase and salethereof as is necessary for the Buyers to maintain the same ownership percentage of the Company on a fully diluted basis as existed prior to such issuance of Non-Public Capital Stock. (g) Notwithstanding the foregoing, the Prospective Seller Right of First Offer described in this Section 6 shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement not apply with respect to the issuance of Excluded Securities or to any Investor who is not an Eligible Purchaser. For purposes of this Section 6, any Investor shall be an "Eligible Purchaser" with respect to a proposed issuance of Non-Public Capital Stock if such Securities against payment of Investor meets the Company's reasonable requirements for investors generally (such as being an Accredited Investor or Qualified Institutional Buyer) to purchase price contained Non-Public Capital Stock in the Offerparticular Private Financing Transaction. (eh) In The rights granted under this Section 6.1 are personal to the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller Investors and shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold assignable or otherwise disposed transferable other than to an Affiliate of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticean Investor.

Right of First Offer. Manager agrees to give written notice to SRT of its intent to list or sell the Property. SRT shall have a right of first offer (aROFO) The provisions to purchase the Property from the Company on the following terms and conditions: (i) SRT is a Member at the time of closing of any purchase and sale and is not in material default of this Section 3.05 Agreement; (ii) SRT gives written notice of its election to exercise the ROFO to Manager within 15 (fifteen) days of receipt by SRT of written notice from Manager. SRT’s written notice shall survive be defined as the IPOInitial ROFO Notice. SRT’s written election shall include a purchase price and date of closing, which closing date shall not exceed sixty (60) days from the date of SRT’s delivery of its notice of its election to exercise the ROFO. (biii) Following the end Company, upon receipt of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Initial ROFO Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as proceed to any or all of closing at the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold purchase price set forth in Section 3.07(b) the Initial ROFO Notice or elect to list the Property for sale. In such event SRT shall retain the ROFO only in the event that the Manager is met, selling and/or marketing the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller Property to a Third Party (third party at a purchase price less than the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment 103% of the purchase price contained in the OfferInitial ROFO Notice. Manager shall give written notice to SRT of the lower purchase price together with any and all Additional Costs associated with any proposed sale, including without limitation brokerage fees, survey costs and/or reasonable legal fees, and due diligence costs associated with any proposed sale to a third party to the extent incurred or owing (the “Additional Costs”). SRT may elect to exercise its ROFO at the lower purchase price by written notice (the “Second ROFO Notice”) to Manager no later than 10 (ten) days after SRT’s receipt of Manager’s notice. The Additional Costs shall be borne by the Company. To the extent the Company incurred expenses in conjunction with the sale of the Property to a third party, prior to the exercise of the ROFO, such expenses, if any, shall be borne by the Company; however, no party shall be deemed a third party beneficiary of this provision. (eiv) In Company shall provide SRT at closing with a grant deed; an owner’s title policy showing title in SRT subject only to standard exceptions, and all matters of record; an assignment of leases and other property rights and such other closing documents as may reasonably required by the event title company and/or escrow agent for purposes of closing. The Loan and any liens shall be paid in full at closing except liens for taxes and assessments not yet due or payable. Standard pro rations for taxes, assessments, and rents shall be calculated and allocated at closing, effective as of the date of closing. The date of closing shall be the date of closing set forth in the Initial ROFO Notice or if applicable sixty (60) days from Manager’s receipt of the Second ROFO Notice. SRT shall purchase the Property in its then “as is” condition it being understood that SRT is a Member of Company and waives and releases the Company, the Manager and its Affiliates from any and all matters, liabilities, costs and expenses arising from or related to the Property, which waiver and release shall survive the closing but which waiver and release shall exclude fraud and willful misconduct and/or intentional misrepresentation. If Manager does not receive the Initial ROFO Notice within the 15 day period set forth above, time being of the essence, then SRT shall be deemed to have terminated waived and released its ROFO as to any sale occurring prior to the later of (i) 270 days from the Other Shareholder shall not have elected during date of the Offer Period to purchase all the Offered Securities Initial ROFO Notice or (ii) the Other Shareholder shall have failed date for closing under approved purchase agreement for the sale of the Property. If SRT timely provided the Initial ROFO Notice and Manager proceeded to consummate market the Property to third parties and after notice to SRT, as set forth above, SRT fails to deliver the Second ROFO Notice within the 10 day period, time being of the essence, then in such event the ROFO is thereupon terminated, waived and released as to any sale occurring for a purchase period of Securities with respect 180 days from the date of the Second ROFO Notice. The ROFO is personal to which a Notice of Acceptance was given, the Prospective Seller shall SRT and may not be obligated to sell any Offered Securities to the Other Shareholder andassigned, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of transferred directly or indirectly, except to an entity owned and controlled by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeSRT.

Right of First Offer. (a) The provisions At any time prior to a -------------------- Qualifying Public Offering, if a Stockholder, Noteholder or holder of this Section 3.05 Consideration Warrants (the "Offering Stockholder") desires to transfer or sell any Capital Stock, Notes or Consideration Warrants held by it (the "Shareholder Securities") to a third party that is not its Permitted Transferee (a "Third Party Buyer"), the Offering Stockholder shall survive give written notice (the IPO"Transfer Notice") to all the other Stockholders, Noteholders and holders of Consideration Warrants ("Offeree Stockholder(s)") and the Company, which Transfer Notice shall state the number of Shareholder Securities such Offering Stockholder proposes to transfer and the name and notice address of each Person (i.e., each Offeree Stockholder and the Company) to whom such notice is being sent. (b) Following The Offeree Stockholder(s) shall have the end first irrevocable and exclusive option, but not the obligation, to purchase the Shareholder Securities. The option to purchase the offered Shareholder Securities shall be exercisable by the Offeree Stockholders collectively (pro-rata in accordance with the number of Shareholder Securities held by each Offeree Stockholder providing Exercise Notice) with respect to all but not less than all of such Shareholder Securities by delivery of a written notice of exercise (the "Exercise Notice") to the Offering Stockholder within 15 days after receipt of the Restricted PeriodTransfer Notice. Such Exercise Notice shall set forth the price and the terms and conditions on which such Offeree Stockholder(s) would be willing to purchase all but not less than all such Shareholder Securities. In the event that the Offering Stockholder accepts the price set forth in the Exercise Notice, except as provided for then such Offeree Stockholder(s) shall be required to purchase all such Shareholder Securities. In the event that the Offering Stockholder does not accept the price set forth in Section 3.03(b)the Exercise Notice then such Offering Stockholder shall be permitted to sell all, if at any time during but not less than all, the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Buyer for a purchase price not lower than that set forth in the Exercise Notice and on terms and conditions taken as a whole no more favorable to such Third PartiesParty Buyer than those set forth in the Exercise Notice. In the event that the Offeree Stockholder(s) shall fail to deliver an Exercise Notice within 15 days after receipt of the Transfer Notice, the Prospective Seller shall deliver Offering Stockholder may sell the Shareholder Securities to a written notice (an “Offer Notice”) thereof to FoundryCo Third Party Buyer at any price and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material on any terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt closing of an Offer any purchase of Shareholder Securities by Offeree Stockholder(s) under this Section 3.2 shall be held at such place as the Offering Stockholder and the Offeree Stockholder(s) shall agree upon on the 30th day following delivery of the Exercise Notice by the Other Shareholder or such other date as shall constitute an offer by the Prospective Seller to sell be mutually agreeable to the Other Shareholder. Such Offer shall parties (or such later time as may be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right necessary to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along comply with the Prospective Seller to a Third Party Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “Tag Along Offer”) pursuant to Section 3.07"HSR" Act), and other applicable laws). (d) The consummation If the Offeree Stockholder(s) do not collectively wish to purchase all of any the offered Shareholder Securities, fail to consummate such purchase by and sale within such period, or fail to deliver an Exercise Notice within the period specified in Section 3.2(b) hereof, the Offering Stockholder may transfer to the Other Third Party Buyer, subject to the provisions of this Agreement, all but not less than all, of the offered Shareholder shall take place not Securities; provided, however, that (x) such transfer is bona fide and made before the later than ten (10) of 120 days from the date of the Transfer Notice and the date which is five days after the expiration or waiver of the Offer Period (unless a later date shall be required under any applicable waiting period to such transfer pursuant to the HSR Act or other applicable Law)and (y) prior to such transfer the Third Party Buyer shall agree in writing, in a form reasonably satisfactory to the Company, to be bound by the terms of this Agreement (as a Stockholder) and that the Shareholder Securities held by it shall be subject to the terms of this Agreement. Upon If such sale is not consummated within the consummation period described in clause (x) of the proviso in the preceding sentence, the restrictions provided for in this Section 3.2(d) shall again become effective, and no transfer of such purchase and sale, Shareholder Securities may be made thereafter without again offering the Prospective Seller shall (i) deliver same to the Other Shareholder Stockholders in accordance with the Securities purchased, free terms and clear conditions of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferAgreement. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions Promptly after determining that Shipper expects to undertake or participate in any development, drilling and production activities on the ROFO Properties (unless such ROFO Properties are covered by a Conflicting Dedication) that has not been included in a Development Report, Shipper must deliver a notice of this such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth in Section 3.05 shall survive the IPO3.1(b)(i) through Section 3.1(b)(vi) (each, a “ROFO Notice”). (b) Following the end Gatherer shall have 45 Days following receipt of a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to some or all of the Restricted Period, except as provided for ROFO Properties covered in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder such Development Report or ROFO Notice (the “Prospective SellerSubject ROFO Properties”) desires ). If Gatherer elects to effect make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Sale of Securities Development Report or a ROFO Notice, deliver to Shipper a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other ShareholderROFO Offer”)) setting forth: (i) the proposed Fees for the Gathering Services to be provided; (ii) the existing operations, which notice shall set forth all under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the material terms planned Facility Segments and conditionsall planned Receipt Points and Delivery Point facilities, including in each case, for the number planned well pads and xxxxx included in the ROFO Offer; and (iv) the estimated budget amounts for the construction and installation of Securities proposed to be sold (the “Offered Securities”) planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the proposed purchase price per Share (planned well pads and xxxxx included in the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “ROFO Offer”). (c) The Within 30 Days following receipt of an Offer Notice by Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer; provided that the Other Shareholder shall constitute an offer by the Prospective Seller failure of Shipper to sell to the Other Shareholder. Such timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt deemed a rejection by Shipper of such Offer Notice by ROFO Offer. For the Other Shareholder. During the Offer Periodavoidance of doubt, the Other Shareholder Shipper shall have the right be under no obligation to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the ROFO Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07from Gatherer. (d) The consummation of any If Shipper accepts a ROFO Offer (such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and saleROFO Properties described in an accepted ROFO Offer, the Prospective Seller shall “Dedicated ROFO Properties”), then (i) Shipper will be deemed to have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced all of the Other Shareholder Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Securities purchasedTerm from Dedicated ROFO Properties and (B) committed to deliver to Gatherer under this Agreement, free as and clear when produced, all of any Encumbrances (other than this Agreement and applicable Law) Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) assign all of its rights and obligations under the Parties will amend this Agreement with respect to such Securities against payment of incorporate the purchase price contained terms set forth in the accepted ROFO Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions From and after the Closing, in the event Seller desires to Transfer, in a single transaction or series of this Section 3.05 shall survive the IPO. (b) Following the end related transactions within a three-month period, 10% or more of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term issued and outstanding shares of this Agreement, a Shareholder Common Stock (the “Prospective SellerROFO Shares”) desires to effect a Sale of Securities to a Third Party or Third Partiesthird party, the Prospective Seller shall deliver to Buyer a written notice (an a “Offer ROFO Sale Notice”) thereof of its intention to FoundryCo Transfer the ROFO Shares that sets forth, in reasonable detail to the extent then known by Seller, the proposed material terms and conditions of such contemplated Transfer and an invitation for Buyer to make an offer to purchase the other Shareholder ROFO Shares. Within 15 days following the date of delivery of the ROFO Sale Notice to Buyer, either Buyer or one its Affiliates (as Buyer may determine) (the “Other ShareholderROFO Buyer”) may deliver a written offer to purchase the ROFO Shares (the “Purchase Notice”), which notice shall set forth all of specifying the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment)cash) to be paid, on which it would be willing to purchase, all of the Prospective Seller offers to sell ROFO Shares. (b) Within 15 days of the Offered Securities to FoundryCo and delivery of the Other Shareholder Purchase Notice, (the “OfferAcceptance or Rejection Period”), Seller shall inform the ROFO Buyer if the terms set forth in the Purchase Notice are acceptable to Seller (an “Acceptance Notice”). In the event that Seller delivers an Acceptance Notice within the Acceptance or Rejection Period, Seller and ROFO Buyer shall (and Buyer shall cause ROFO Buyer to) cooperate, acting reasonably and in good faith to effect the purchase of the ROFO Shares on the terms set forth in the Purchase Notice as promptly as reasonably practicable (subject to obtaining all required regulatory approvals and Buyer’s compliance with Section 3.1(c) of the Stockholder’s Agreement). (c) The receipt of an Offer In the event that the ROFO Buyer does not deliver a Purchase Notice to elect to purchase the ROFO Shares within the 15-day period contemplated by the Other Shareholder shall constitute an offer by the Prospective Section 6.08(a), then Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty entitled to Transfer the ROFO Shares to a third party after such 15-day period. In the event that: (30i) days (Seller does not deliver an Acceptance Notice accepting the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold terms set forth in Section 3.07(bthe Purchase Notice within the Acceptance or Rejection Period; (ii) is metSeller informs ROFO Buyer that Seller does not accept the terms set forth in the Purchase Notice during the Acceptance or Rejection Period; or (iii) Seller delivers an Acceptance Notice accepting the terms set forth in the Purchase Notice within the Acceptance or Rejection Period, but Seller and ROFO Buyer do not consummate the Other Shareholder shall have the right purchase contemplated thereby within 30 days (subject to any extension necessary to obtain required regulatory approvals and option to notify the Prospective Seller of the Other Shareholderotherwise satisfy Buyer’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) obligations pursuant to Section 3.073.1(c) of the Stockholder’s Agreement), then Seller shall be entitled to Transfer the ROFO Shares to a third party at a price that is no less than the price set forth in the Purchase Notice. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder This Section 6.08 shall not have elected during apply to any Exempt Transfer or any sale of Common Stock by Seller into the Offer Period to purchase all the Offered Securities market in broker transactions or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party marketed or Third Parties so long as all the Unaccepted Securities are sold unmarked underwritten offerings or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeblock trades.

Right of First Offer. (a) The No Stockholder may Transfer any of its interest in any Restricted Securities, except pursuant to an Excused Transfer, without first offering to sell the Restricted Securities pursuant to the provisions of this Section 3.05 shall survive the IPO4.03. (b) Following the end Any Stockholder wishing to transfer all or any of the its Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder Securities (the “Prospective SellerOffering Stockholder”) desires ), other than pursuant to effect a Sale of Securities to a Third Party or Third Partiesan Excused Transfer, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo each other Stockholder and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including Company. The Offer Notice will describe in reasonable detail the number of Securities proposed to be sold (shares of Preferred Stock and/or Common Stock being offered, the “Offered Securities”) and the proposed purchase price per Share requested (the “Offer Price”) (all of which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which cash) and all other material terms and conditions of the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)proposed Transfer. (c) The Upon receipt of an Offer Notice from an Offering Stockholder, the Stockholders (other than the Offering Stockholder) shall collectively have the option to purchase all of the Restricted Securities being offered (with each of the Stockholders electing to purchase Restricted Securities pursuant to this Section 4.03 having the independent right to purchase that portion thereof that is pro rata based upon the number of Restricted Securities held by the Other Shareholder shall constitute an offer by the Prospective Seller each Stockholder electing to sell purchase Restricted Securities pursuant to the Other Shareholderthis Section 4.03 (as determined in accordance with clause (h) of this Section 4.03). Such Offer shall be irrevocable for thirty (30) Within 30 days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer PeriodNotice, each Stockholder desiring to purchase the Restricted Securities being offered shall notify the Offering Stockholder and the Company of the number of Restricted Securities being offered which it desires to purchase and whether it desires to purchase its pro rata share of any Restricted Securities which other Stockholders are entitled to purchase but do not subscribe for hereunder. (d) If for any reason the Stockholders do not elect to purchase all the Restricted Securities offered pursuant to the Offer Notice, the Other Shareholder Company shall have the right to accept such offer as purchase all, but not less than all, the Restricted Securities offered pursuant to any or the Offer Notice which the Stockholders have not elected to purchase. Within 30 days after receipt of the Offer Notice, the Company shall notify the Offering Stockholder whether it will purchase all of the Offered Restricted Securities by giving a written notice of acceptance being offered which the Stockholders have not elected to purchase. (the “Notice of Acceptance”e) to the Prospective Seller prior to Within two (2) Business Days after the expiration of the Offer Period30-day response period provided to the Stockholders pursuant to Section 4.03(c), which notice the Company shall specify promptly notify the Offering Stockholder and each such participating Stockholder whether all the Restricted Securities being offered have been subscribed for and, if so, the date of closing of the purchase of such Restricted Securities and the number of Offered Restricted Securities to be purchased by the Other Shareholder. Alternativelyeach participating Stockholder and, if the threshold set forth in Section 3.07(b) is metapplicable, the Other Shareholder shall have the right and option to notify the Prospective Seller Company. The purchase of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) Restricted Securities pursuant to this Section 3.07. 4.03 shall be closed at the Company’s executive offices within five (d5) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days Business Days after the expiration of the 30-day response period provided to the Stockholders pursuant to Section 4.03(c). At the closing, the purchasers will pay the Offering Stockholder the purchase price for the Restricted Securities as set forth in the Offer Period (unless a later date Notice, and the Offering Stockholder will execute and deliver the certificate(s) evidencing such Restricted Securities to the purchaser or purchasers or their nominees. The purchasers of the Restricted Securities hereunder will be entitled to receive customary representations and warranties from the Offering Stockholder regarding the sale of the Restricted Securities. In the event the Restricted Securities are purchased by one or more purchasers, the purchase price will be allocated among the parties purchasing the Restricted Securities on the basis of the number of Restricted Securities being so purchased and, if both shares of Preferred Stock and Common Stock are being purchased, the purchase price shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver first allocated to the Other Shareholder Preferred Stock in an amount equal to the Securities purchasedLiquidation Value of the Preferred Stock (as set forth in the Company’s Certificate of Incorporation then in effect), free and clear of any Encumbrances (other than this Agreement accrued but unpaid dividends thereon, and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment the remainder of the purchase price contained in price, if any, shall be allocated to the OfferCommon Stock. (ef) In the event that (i) the Other Shareholder shall Stockholders and/or the Company have not have elected during the Offer Period to purchase all of the Offered Restricted Securities or (ii) offered pursuant to the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was givenOffer Notice, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder andOffering Stockholder may, subject to its obligations the provisions of Sections 4.01 and 4.02 hereof, Transfer the Restricted Securities specified in the Offer Notice at a price which is no less than the price per Restricted Security specified in the Offer Notice and on other terms no more favorable to the transferee(s) thereof than those specified in the Offer Notice during the 90-day period immediately following the last date on which the Stockholders could elect to purchase the Restricted Securities. Any Restricted Securities not transferred within such 90-day period must be reoffered to the Stockholders and the Company pursuant to the provisions of this Section 4.03, and to the extent applicable, comply with Sections 4.01 and 4.02, upon any proposed subsequent Transfer (other than an Excused Transfer). (g) If any participating Stockholder (a “Defaulting Party”) fails to pay the applicable consideration for the portion of Restricted Securities it has agreed to purchase under this Section 3.06 and 3.074.03 within the time period specified pursuant to Section 4.03(e), the Offering Stockholder shall immediately notify the Company, which shall immediately notify the remaining participating Stockholders who together with the Company shall then have the right to sell the Offered Securities (the “Unaccepted Securities”) elect to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Lawpurchase all, and (B) at a price but not less than all, of the Offer Price included Defaulting Party’s unpurchased portion of the Restricted Securities by notifying the Offering Stockholder and the Company within two (2) Business Days of receiving the Company’s notice. In the event that more than one of the remaining participating Stockholders and/or the Company indicate that they wish to purchase such securities, such securities shall be allocated pro rata among those wishing to purchase, in the Offer Noticeproportion that the number of shares owned by each such participating Stockholder wishing to purchase bears to the total number of shares owned by all the participating Stockholders that have indicated that they wish to purchase, with the remainder, if any allocated to the Company. Purchases under this subsection shall be consummated within five (5) Business Days of the notice being sent to the Offering Stockholder. (h) For purposes of determining pro rata allocations pursuant to this Section 4.03, pro rata allocations to purchase Preferred Stock shall be made based on ownership of Preferred Stock and pro rata allocations to purchase Common Stock shall be made based on ownership of Common Stock. (i) In no event shall the Executives have the right to purchase any Restricted Securities pursuant to this Section 4.03 if, as a result of such purchase, the Executives will in aggregate own more than 19.9% of the Company’s outstanding Common Stock and/or Preferred Stock, in vote or value, as would preclude a full step-up in the basis of the assets acquired pursuant to the Purchase Agreement and the availability of amortization of intangible assets for tax purposes upon the consummation of the transactions contemplated by the Purchase Agreement.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive Phoenix Stockholder or the IPO. (b) Following the end of the Restricted PeriodXxxxxxx Stockholder, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder applicable (the “Prospective SellerSelling Stockholder”) desires may offer all but not less than all of its Shares (the “Offered Shares”) in the Company to effect the other Stockholders (the “Non-Selling Stockholders”), at a Sale of Securities to a Third Party or Third Partiesprice, and on the Prospective Seller shall deliver a written terms and conditions, specified in the notice (an the “Offer Notice”) thereof to FoundryCo and the other Shareholder Non-Selling Stockholders at any time (but not more than once in any 12-month period) following the “Other Shareholder”Lock-Up Period. Each Non-Selling Stockholder may (directly or acting through its Representative), which notice shall set forth all within 45 days of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer PeriodNotice, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is metnotify (such notice, the Other Shareholder shall have “Exercise Notice”) the right and option Selling Stockholder’s Representative whether it wishes to notify the Prospective Seller purchase all (but not less than all) of the Other ShareholderSelling Stockholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law)Offered Shares. Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that more than one Non-Selling Stockholder shall send an Exercise Notice (i) each an “Exercising Non-Selling Stockholder”), each Exercising Non-Selling Stockholder shall purchase its Pro Rata Share of such Offered Shares, where “Pro Rata Share” shall mean that number of Shares determined by multiplying the Other Shareholder shall not have elected during the Offer Period to purchase all the total number of Offered Securities or (ii) the Other Shareholder shall have failed to consummate Shares by a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller fraction (A) within ninety (90) days after the expiration numerator of which is the Offer Period or aggregate number of Shares then held by such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable LawExercising Non-Selling Stockholder on an As-Converted, Fully-Diluted Basis and (B) at a price not less than the denominator of which is the total number of Shares then held by all Exercising Non-Selling Stockholders on an As-Converted, Fully-Diluted Basis. By sending an Exercise Notice to the Selling Stockholder, the Exercising Non-Selling Stockholder commits itself to acquire the Offered Shares on the terms and conditions set forth on the Offer Price included in Notice and such Exercising Non-Selling Stockholder’s Shares shall be used as collateral to secure such Exercising Non-Selling Stockholder’s obligation to acquire the Offer NoticeOffered Shares within the Purchase Period (as defined below).

Right of First Offer. (a) The provisions At any time after the Rights Trigger Date, if either Inland or LMLP (except if the Rights Trigger Date occurs because of an Event of Default by an LMLP Partner) wishes to sell their Percentage Interest or cause the Partnership to sell any Qualified Asset (for the purposes of this Section 3.05 shall survive section, such selling Partner, the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b“ROFO Offering Partner”), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller ROFO Offering Partner shall deliver a written notice (an a “Offer ROFO Notice”) thereof to FoundryCo and the other Shareholder Other Partner (the “Other ShareholderROFO Responding Partner)”), which notice shall set forth all of ) specifying to the material ROFO Responding Partner in writing the terms and conditions, including the number of Securities proposed to be sold conditions (the “Offered SecuritiesROFO Terms”) and the proposed purchase price per Share (the “Offer ROFOOffer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on at which the Prospective Seller offers ROFO Offering Partner would be willing to sell their entire Percentage Interest or the Offered Securities ROFO Offering Partner would be willing to FoundryCo permit the Partnership to sell any of the Qualifying Assets, as the case may be, to the ROFO Responding Partner. Any ROFO Notice shall reference the invocation of this Section 11.1 and shall constitute an irrevocable offer from the Other Shareholder ROFO Offering Partner to the ROFO Responding Partner to sell its entire Percentage Interest or permit the sale by the Partnership of the stated Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO Responding Partner does not elect to buy the ROFO Offering Partner’s entire Percentage Interest or the stated Qualifying Assets, as the case may be, within forty-five (45) days following receipt of the ROFO Notice by delivering an election notice to the ROFO Offering Partner (the “OfferROFO Response Notice”), subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell their entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party pursuant to an arm’s length transaction on terms not more favorable to such bona fide third party than the ROFO Terms and for an amount equal to or greater than the ROFO Offer Price (the “Required Third Party Price and Terms”). In the event the ROFO Responding Partner fails to timely deliver a ROFO Response Notice, subject to Sections 11.1(b) and (c), the ROFO Offering Partner shall be permitted to sell its entire Percentage Interest or any of the Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price and Terms. (cb) The receipt of an Offer Notice by In the Other Shareholder shall constitute an offer by event the Prospective Seller ROFO Offering Partner is permitted to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, pursuant to the Other Shareholder. Such Offer shall be irrevocable for thirty (30Section 11.1(a) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Periodabove, the Other Shareholder ROFO Offering Partner shall have the right to accept such offer as to any or all for a period of six (6) months after the date of the Offered Securities by giving a written notice of acceptance ROFO Notice (the “Notice of AcceptanceThird Party Sale Period”) to sell its entire Percentage Interest or the Prospective Seller stated Qualifying Assets on behalf of the Partnership, as the case may be, to a bona fide third party for and on the Required Third Party Price and Terms. In the event the ROFO Offering Partner fails to consummate the sale of its entire Percentage Interest or the stated Qualifying Assets on behalf of the Partnership, as the case may be, for the Required Third Party Price prior to the expiration of the Offer Third Party Sale Period, which notice shall specify the number ROFO Offering Partner’s right to sell its entire Percentage Interest or the stated Qualifying Assets on behalf of Offered Securities the Partnership, as the case may be, to a bona fide third party will be purchased by revoked until such time as the Other Shareholder. Alternatively, if ROFO Offering Partner has repeated the threshold process set forth in Section 3.07(b11.1(a) is met, and provided the Other Shareholder shall have ROFO Responding Partner with the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) make its election pursuant to Section 3.0711.1(a) above. (dc) The consummation Any exercise of any such purchase by and sale the provisions of this Section 11.1 is also subject to the Other Shareholder shall take place not later than ten (10) days after the expiration provisions of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferSection 11.3 below. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. The Company hereby grants to each Accredited Holder (as defined below) a right of first offer with respect to sales by the Company of its Equity Securities (as defined below). An "Accredited Holder" is any Holder who, at the time the Company offers Equity Securities, (a) holds 10,000 or more shares of the Company's Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and (b) is an "accredited investor" as defined in the Securities Act or regulations thereunder, which the Company may verify to its satisfaction through a questionnaire or similar means. "Equity Securities" means any shares of, or securities convertible into or exercisable for any shares of, any class of Company capital stock. Each time the Company proposes to offer EquitY Securities, the Company will first offer such securities to each Accredited Holder in accordance with the following provisions: (a) The provisions Company will deliver a written notice to the Accredited Holders stating (i) the Company's intention to offer Equity Securities, (ii) the number of this Section 3.05 shall survive Equity Securities to be offered, and (iii) the IPOprice and terms upon which the Company proposes to offer the Equity Securities. (b) Following the end Within twenty (20) days after receipt of the Restricted Periodnotice, except as provided for each Accredited Holder may elect in Section 3.03(b)writing to purchase, if at any time during the term of this Agreementprice and on the terms specified in the notice, a Shareholder (Equity Securities equal to the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including proportion that the number of Registrable Securities proposed held by such Accredited Holder bears to the total number of Registrable Securities held by all Accredited Holders. The Company will promptly inform in writing each Accredited Holder that elects to purchase all the shares available to it (a "Fully-Exercising Holder") of any other Accredited Holder's failure to do likewise. D!:!!ip_gjhten-_<19:y_ _p Ijod commencing after r ceipt of such information, each Fully-Exercising Holder will be sold (entitled to elect in writing to purchase that portion of the “Offered Securities”) and Equity Securities the proposed Accredited Holders were entitled to purchase price per Share (but did not elect fo purchase iqual to the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which proportion that the Prospective Seller offers number ·ofRegistrable Securities held by such Fulfy ExerCising Holder. bears to sell the Offered total number of Registrable Securities held by- all Fully-Exercising Hold rs who wish to FoundryCo and the Other Shareholder (the “Offer”)purchase unsubscribed shares. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller Ifthe Accredited Holders do not timely elect to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or purchase all of the Offered Securities by giving a written notice of acceptance offered Equity Securities, the Company may, during the one hu,ndred twenty (the “Notice of Acceptance”120) to the Prospective Seller prior to day period following the expiration of the Offer Periodsubscription period in· Section 2(b), which notice shall specify offer the number of Offered unsubscribed Equity Securities to be purchased by any person or persons at a price not less than _and on terms no more favorable to the Other Shareholderofferee than those specified in the original'offering notice given to the Accredited Holders. AlternativelyIf the Company does not enter into an agreement for the sale of the Equity Securities within the one hundred twenty (120) day period, or if the threshold set forth in Section 3.07(bagreement is not consummated within sixty (60) is metdays of its execution, the Other Shareholder shall have right of first offer will be revived and the right and option Equity Securities will not be offered unless first reoffered to notify the Prospective Seller of the Other Shareholder’s interest Accredited Holders in selling along accordance with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.072(b). (d) The consummation right of any such purchase by and sale to the Other Shareholder shall take place first offer does not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall apply to: (i) deliver up to 960,000 shares of Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) issued or issuable to employees, officers or directors of, or consultants or advisors to the Other Shareholder Company or any subsidiary, pursuant to stock purchase or stock option plans or other compensatory arrangements that are approved by the Securities purchased, free and clear Board of any Encumbrances (other than this Agreement and applicable Law) and Directors; (ii) assign all up to 823,530 shares of its rights Common Stock that may be sold to other investors after the investment in the Company by Versant Venture Capital II, L.P., a Delaware limited partnership, Versant Affiliates Fund II-A, L.P., a Delaware limited partnership, Versant Side Fund II, L.P., a Delaware limited partnership or funds managed by the foregoing entities (collectively, "Versant"), as permitted by the Common Stock Purchase Agreement between the Company and obligations under this Agreement with respect to Versant (and only such Securities against payment number of the purchase price contained in 823,530 shares as are sold within the Offer.90 days permitted by the Versant Common Stock Purchase Agreement); (eiii) In shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the event that Company; (iiv) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered any Equity Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) issued to a Third Party lender as an adjunct to an equipment loan or Third Parties so long as all the Unaccepted Securities are sold leasing arrangement, real property leasing arrangement, or otherwise disposed of debt financing from a bank or similar financial institution and approved by the Prospective Seller Board of Directors; and (Av) within ninety (90) days after any Equity Securities that are issued by the expiration of the Offer Period or such longer period (up Company pursuant to the maximum period permitted by applicable Law) as would be required a registration statement filed under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeSecurities Act.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. If OEP (b) Following the end of the Restricted Period, except in such capacity and as provided for used in Section 3.03(b)2.4, if at any time during the term of this AgreementSection 2.7 and Section 2.8 only, a Shareholder “Selling Party”) proposes to Transfer all or some of its Common Shares (the “Prospective SellerRight of First Offer Shares”) desires to effect a Sale of Securities other than to a Third Party or Third PartiesPermitted Transferee, the Prospective Seller Selling Party shall first deliver to the Executive Shareholders (as used in Section 2.4, Section 2.7 and Section 2.8 only, collectively, the “Non-Selling Parties”) a written notice (an the “Right of First Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice of such intention. The Right of First Offer Notice shall set forth all of the material terms and conditions, including the number of Securities proposed Right of First Offer Shares being offered to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) Non-Selling Parties. The receipt Right of an First Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable constitute, for a period of thirty (30) days (the “Right of First Offer Exercise Period”) after receipt from the date on which it shall have been deemed given, an irrevocable and exclusive offer to sell to the Non-Selling Parties the Right of such First Offer Shares. (b) The Non-Selling Parties may accept the offer to purchase all, but not less than all, of the Right of First Offer Shares being offered in a Right of First Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the an “Notice of AcceptancePrice Notice”) to the Prospective Seller prior Selling Party of its offer to the expiration purchase all (but not less than all) of the Right of First Offer Period, which notice Shares. Such Price Notice shall specify the number maximum price per Right of Offered Securities First Offer Share (“ROFO Price”) at which the Non-Selling Parties are willing to purchase the Right of First Offer Shares. The Price Notice and the ROFO Price set forth therein shall constitute an irrevocable and exclusive offer to purchase from the Selling Party all of the Right of First Offer Shares. (c) If the Non-Selling Parties shall have delivered a Price Notice to the Selling Party, the Selling Party may (but shall not be purchased by required to) accept the Other Shareholder. Alternatively, if the threshold offer set forth in Section 3.07(b) is metthe Price Notice. If accepted, the Other Shareholder Non-Selling Parties shall have pay in cash or immediately available funds for and the right and option Selling Party shall deliver valid title to notify the Prospective Seller Right of the Other Shareholder’s interest in selling along with the Prospective Seller First Offer Shares, subject to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07receipt of any Governmental Requirement. (d) The consummation of any such purchase by and sale If the Non-Selling Parties shall have delivered a Price Notice to the Other Shareholder shall take place Selling Party prior to the end of the Right of First Offer Exercise Period but the Selling Party does not later than ten immediately accept the ROFO Price set forth in such Price Notice, the Selling Party may, for a period of ninety (1090) days after following the expiration of the Right of First Offer Exercise Period (unless the “Third Party Negotiation Period”), enter into negotiations with a later date shall be required under third party purchaser (as used in this Section 2.4 only, a “Proposed Transferee”) for the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment Transfer of the purchase Right of First Offer Shares; provided the Selling Party shall not enter into any agreement (a “Proposed Contract”) with the Proposed Transferee, unless the price contained in per Right of First Offer Share at which the OfferSelling Party will sell the Right of First Offer Shares is higher than the ROFO Price. (e) In If the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder Non-Selling Parties shall have failed to consummate deliver a purchase Price Notice to the Selling Party prior to the end of Securities with respect to which a Notice the Right of Acceptance was givenFirst Offer Exercise Period, the Prospective Seller Selling Party may Transfer the Right of First Offer Shares without any restriction or obligation to the Non-Selling Parties other than the Non-Selling Parties’ rights under Section 2.8 to the extent the Non-Selling Parties shall have exercised their rights thereunder on a timely basis. (f) At the end of the Third Party Negotiation Period, the Selling Party may (but shall not be obligated to sell any Offered Securities required to) accept the offer set forth in the Price Notice, in which event the Non-Selling Parties shall pay in cash or immediately available funds for and the Selling Party shall deliver valid title to the Other Shareholder andRight of First Offer Shares, subject to its obligations under Section 3.06 and 3.07, shall have any Governmental Requirement. (g) If the right to sell Selling Party does not enter into a Proposed Contract or accept the Offered Securities (offer set forth in the “Unaccepted Securities”) to a Price Notice at the end of the Third Party or Third Parties so long as all Negotiation Period, the Unaccepted Securities are sold or otherwise disposed Selling Party shall not transfer any Common Shares until first complying with the requirements set forth in this Section 2.4(a) through (e). (h) The foregoing provisions of by the Prospective Seller (A) within ninety (90) days after the expiration this Section 2.4 shall not apply to any proposed Transfer of less than 5% of the Offer Period or such longer period (up then total issued and outstanding Common Shares, provided however that a series of related transaction that individually may Transfer less than 5% but in aggregate Transfer more than 5% shall be subject to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeforegoing provisions of this Section 2.4.

Right of First Offer. Grantor hereby grants and sells to Grantee a one-time right of first offer (athe “Right of First Offer”) The provisions of this Section 3.05 shall survive for the IPO. (b) Following the end purchase of the Restricted Period, except as provided for in real property more particularly described on Exhibit A hereto (the “Subject Properties”) on and subject to the terms hereof. Subject to Section 3.03(b)6, if at any time during Grantor proposes to effect any sale, transfer, assignment or other disposition (a “Disposition”) of its right, title and interest in and to all or any part of the term of this Agreement, a Shareholder Subject Properties (the “Prospective SellerSubject Property Interest”) desires to effect a Sale of Securities to a Third Party or Third Partiesany third party, the Prospective Seller Grantor shall deliver to Grantee a written notice (an the “Offer Disposition Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number proposed Disposition. If Grantee delivers notice to Grantor within ten (10) days of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer the Disposition Notice by of Grantee’s intent to engage in negotiations regarding the Other Shareholder shall constitute an offer by Disposition, then for the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days following delivery of the Disposition Notice, Grantor and Grantee shall discuss and attempt to negotiate and agree upon the terms upon which Grantee would be willing to purchase the Subject Property Interest under this Agreement. Upon the first to occur of (i) Grantee’s failure to deliver notice to Grantor of Grantee’s intent to engage in such discussions within the “Offer Period”time period prescribed in the preceding sentence; (ii) after receipt Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms upon which Grantee would purchase the Subject Property Interest by the end of such Offer Notice by thirty (30) day period, Grantor may proceed with the Other Shareholderproposed Disposition with any third party at any time and upon any such terms as Grantor may determine in its sole discretion, and Grantee shall be deemed to have irrevocably elected not to purchase the Subject Property Interest that is the subject of such Disposition Notice. During In the Offer Period, event that Grantor and Grantee reach agreement on the Other Shareholder shall have terms upon which Grantee would purchase the right to accept such offer as to any or all Subject Property Interest that is the subject of the Offered Securities by giving a written notice of acceptance Disposition Notice within such thirty (the “Notice of Acceptance”30) to the Prospective Seller prior to the expiration of the Offer Periodday period, then, on such business day as Grantor and Grantee shall mutually agree (which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(bnot less than thirty (30) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party days nor more than sixty (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (1060) days after the expiration end of such thirty (30) day period) Grantee shall purchase the Subject Property Interest that is the subject of the Offer Period (unless a later date shall be required under Disposition Notice upon the HSR Act or other applicable Law)terms mutually agreed by Grantor and Grantee. Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) any Disposition Notice relates to only a portion, and not the Other Shareholder shall not have elected during entirety, of the Subject Properties, Grantee’s Right of First Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities as to the Other Shareholder and, remaining Subject Property Interests that were not the subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities of such Disposition Notice (the “Unaccepted SecuritiesRemaining Subject Properties”) shall survive such Disposition Notice as to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeRemaining Subject Properties.

Right of First Offer. In the event that, during the Term, Avon NA or any of its Affiliates intends, desires or proposes to transfer, assign, sublicense, pledge, create an encumbrance or lien on or otherwise monetize in any manner its rights under any NA Licensed IP Rights (aexcluding any sublicenses of such NA Licensed IP Rights to Avon NA’s Subcontractors) The provisions of this Section 3.05 shall survive (such rights, collectively, the IPO. (b) Following the end of the Restricted Period“ROFO Rights” and any such transaction, except as provided for in Section 3.03(ba “ROFO-Triggering Transaction”), if at any time during whether such intent, desire or proposal is independent on the term part of this AgreementAvon NA or related to or arising from receipt by Avon NA of an unsolicited offer to do so, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third PartiesAvon NA shall, the Prospective Seller and shall deliver a cause its Affiliates to, provide written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder Avon International that Avon NA intends, desires or proposes to engage in a ROFO-Triggering Transaction (the “Other Shareholder”), which notice it being understood that (a) such Offer Notice shall set forth all of the material terms that Avon NA would seek in the event that the rights afforded to Avon International under this Section 6.02 were exercised by Avon International and conditions, including Avon NA would enter into the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) ROFO-Triggering Transaction with Avon International (which terms sought by Avon NA and described in such Offer Notice shall be payable solely made in cash good faith and shall not be made with the purpose of frustrating or freely marketable securities in one lump sum paymentotherwise circumventing Avon International’s rights under this Section 6.02), on which and (b) in the Prospective Seller offers event the Offer Notice is provided as a result of Avon NA receiving an unsolicited offer to sell the Offered Securities to FoundryCo and the Other Shareholder engage in a ROFO- Triggering Transaction, such Offer Notice shall set forth all material terms of such offer). The provision of an Offer Notice shall constitute an offer (the “Offer”). (c) The receipt of an by Avon NA to provide Avon International such ROFO Rights and engage in the ROFO-Triggering Transaction with Avon International on the terms set forth in such Offer Notice by the Other Shareholder Notice. Avon International shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for have a thirty (30) days day period commencing on the date the Offer is received by Avon International (the “Offer Period”) after receipt of in which to accept such Offer Notice and, during the Offer Period (and, during the sixty (60)- period described in the following sentences of this Section 6.02, if applicable), Avon NA shall, and shall cause its Affiliates to, (i) reasonably cooperate with Avon International, and reasonably respond to Avon International, with respect to any information reasonably requested by Avon International in order to evaluate the Other ShareholderROFO-Triggering Transaction and (ii) not engage in any manner with respect to or be a party to any ROFO-Triggering Transaction with any Person other than Avon International (including by not making available to any such Person any confidential information with respect to the ROFO Rights). During At the same time, Avon International shall, during the Offer Period, use commercially reasonable efforts to evaluate and respond to the Other Shareholder shall have Offer in an expeditious manner. In the right to accept such offer as to any or all of the Offered Securities by giving event that Avon International provides a written notice of acceptance (of the “Notice of Acceptance”) Offer to Avon NA prior to the Prospective Seller expiration of such Offer Period, the Parties shall negotiate in good faith the terms of definitive agreements which shall reasonably reflect the material terms of the Offer. If Avon International fails to notify Avon NA of its acceptance of such Offer prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, or if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of Avon International accepts the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period but the Parties do not agree on and enter into definitive agreements within sixty (60) days following the date of Avon International’s notice of acceptance (other than as a result of Avon NA’s breach of this Agreement or otherwise acting in bad faith), Avon International shall be deemed to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to declined such Offer, in which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, case Avon NA shall have the right to sell negotiate and enter into definitive agreements with respect to such ROFO-Triggering Transaction with any third party on identical or more favorable, in the Offered Securities (the “Unaccepted Securities”) aggregate, as to a Third Party or Third Parties so long Avon NA, terms and conditions as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included were set forth in the Offer Notice. For the avoidance of doubt, Avon NA and Avon International shall comply in all respects with the procedures set forth in this Section 6.02 with respect to any newly proposed ROFO-Triggering Transaction.” (d) Section 9.02 of the Agreement is hereby amended and restated in its entirety as follows:

Right of First Offer. (a) The provisions of this Section 3.05 shall survive Company agrees that, during the IPO. (b) Following period -------------------- beginning on the end date hereof and terminating on the first anniversary of the Restricted Period, except as provided for in Section 3.03(b), if at any time during date of the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third PartiesLast Closing, the Prospective Seller shall deliver a Company will not, without the prior written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all consent of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) each Subscriber (which shall be payable solely deemed given for any warrants to purchase Common Stock issued or to be issued to the Placement Agent in cash or freely marketable securities consideration of its services in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo connection with this Agreement and the Other Shareholder transactions contemplated hereby) issue or sell, or agree to issue or sell any equity or debt securities of the Company or any of its subsidiaries (or any security convertible into exercisable or exchangeable, directly or indirectly, for equity or debt securities of the “Offer”). Company or any of its subsidiaries) (c"Future Offering") The receipt of an Offer Notice by unless the Other Shareholder Company shall constitute an offer by the Prospective Seller have first delivered to sell to the Other Shareholder. Such Offer shall be irrevocable for each Subscriber at least thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration closing of such Future Offering, written notice describing the Offer Periodproposed Future Offering, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is metincluding, the Other Shareholder shall have terms and conditions thereof, and providing each Subscriber and its affiliates an option during the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party twenty (the “Tag Along Offer”20) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation day period following delivery of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period notice to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted full amount of the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). Notwithstanding the foregoing, if any Subscriber chooses not to participate in any Future Offering, then any debt or equity security issued as a result of said Future Offering will be ineligible for resale and/or conversion, as the case may be, until the date which is nine (9) months after the Last Closing. The Capital Raising Limitations shall not apply to any transaction involving issuances of securities in connection with a merger, consolidation, acquisition or sale of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company or exercise of options by employees, consultants or directors. The Capital Raising Limitations also shall not apply to (a) the issuance of securities pursuant to an underwritten public offering, (b) the issuance of securities upon exercise or conversion of (including issuances as a result of the anti-dilution provisions, if any, applicable Lawto such options, warrants or convertible securities) as would be required under the HSR Act Company's options, warrants or other applicable Lawconvertible securities outstanding as of the date hereof or (c) the grant of additional options or warrants, and (B) at a price not less than or the Offer Price included in issuance of additional securities, under any Company stock option or restricted stock plan for the Offer Noticebenefit of the Company's employees, directors or consultants.

Right of First Offer. Section 3.1 Bid Request. (a) The provisions Subject to Section 2.2 through Section 2.3, if Producer requires any Services in respect of this Section 3.05 any Producer Gas that are not the subject of a Services Agreement then in effect and are not otherwise already being provided by Midstream (“New Services”), including any such New Services to be provided through any existing facility acquired or proposed to be acquired by Producer (an “Acquired Facility”), Producer shall survive promptly (and, in the IPOcase of the acquisition of any Acquired Facility, on or before the 10th Day after the acquisition of such Acquired Facility) provide notice to Midstream of such desired New Services, which notice (the “Bid Request”) shall include, to the extent applicable: (i) confirmation that the New Services include all Services with respect to Producer Gas produced from the Dedication Area described in the Bid Request, or a description of any Conflicting Dedication and the Services being excluded from the Bid Request as a result of such Conflicting Dedication; (ii) a description of the initial required delivery points to which Producer’s residue Gas is to be redelivered to Producer (including any existing delivery points to which residue Gas is to be delivered from the Acquired Facility); (iii) Producer’s required Firm Capacity in MMcf per Day; (iv) in the case of an Acquired Facility, a reasonable description of the Acquired Facility and the price paid or proposed to be paid by Producer for the Acquired Facility, including any liabilities assumed by Producer, and details of any third party contracts for processing at the Acquired Facility; (v) a description of any new facilities Producer desires, including the capacity thereof; (vi) a description of the area that will constitute the “Dedication Area” for purposes of any Processing Agreement or other Services Agreement entered into pursuant to such Bid Request with respect to the New Services (the “Dedication Area”); (vii) the Oil and Gas Interests located in the Dedication Area with respect to which the New Services are required, including a description of any existing xxxxx and a proposed development plan for the xxxxx to be drilled on such Oil and Gas Interests during the period of at least 18 Months after such notice, including production forecasts for all such xxxxx; and (viii) if the New Services do not include Processing Services, a form of Services Agreement covering the New Services. (b) Following the end of the Restricted Period, except as provided for in Notwithstanding Section 3.03(b3.1(a), if at from time to time any time during the term of this AgreementProcessing Agreement is in effect, Producer shall not be required to issue a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all Bid Request in connection with any desired expansion of the material terms and conditions, including the number of Securities proposed Processing Plant (as defined in such Processing Agreement) to be sold provide Increased Capacity (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely as defined in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”such Processing Agreement). (c) The receipt Concurrently with or following its delivery of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller a Bid Request to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty Midstream, Producer may seek bids from third parties (30) days (the each, a “Offer PeriodThird Party Bidder”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving and each bid received from a written notice of acceptance (the Third Party Bidder a “Notice of AcceptanceThird Party Bid”) to provide the Prospective Seller prior to New Services set forth in the expiration of Bid Request on the Offer Period, which notice shall specify same terms and conditions as are set forth in the number of Offered Securities to be purchased by the Other Shareholder. AlternativelyBid Request (which, if the threshold New Services include Processing Services, shall be substantially the terms and conditions set forth in Section 3.07(b) the Processing Agreement or, if the New Services do not include Processing Services, shall be substantially the terms and conditions set forth in the form of Services Agreement delivered by Producer with the relevant Bid Request). Any such Third Party Bid shall only be considered if it is met, received by Producer on or before the Other Shareholder shall have the right and option to notify the Prospective Seller 30th Day after Midstream’s receipt of the Other Shareholder’s interest in selling along with the Prospective Seller to a Bid Request, and only if such Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall Bid (i) deliver includes itemized fees for each of the New Services that are the subject of the Bid Request, as well as details of all other proposed charges and costs applicable to the Other Shareholder the Securities purchasedsuch Third Party Bid, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall does not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell propose any Offered Securities changes to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities Processing Agreement or proposed form of Services Agreement (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeapplicable).

Right of First Offer. (ai) The provisions Any holder of this Securityholder Shares (a “Transferring Holder”) that proposes to Transfer Securityholder Shares (other than a Transfer of IPC Shares, a Transfer pursuant to Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b3(c), if at Section 3(d), Section 4 or Section 5, or a Transfer by any time during the term of this AgreementMezzanine Holder pursuant to Section 3(a)(iii)), a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof (1) to FoundryCo the Company and (2) to IPC on behalf of the IPC Holders (for purposes of this Section 3(b) the IPC Holders are referred to as the “Offerees”) at least 30 days prior to making such Transfer (such 30-day period, the “Election Period”). The Offer Notice shall disclose in reasonable detail the proposed number and type of Securityholder 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 or any portion of the Securityholder 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 Holder and the Offerees 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 all of the Securityholder Shares within such ten-day period, the Offerees may elect to purchase all of the Securityholder Shares specified in the Offer Notice which the Company has not elected to purchase at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder and to the Company as soon as practical but in any event within 25 days after delivery of the Offer Notice. Any Securityholder Shares not elected to be purchased by the end of such 25-day period shall be reoffered for the five-day period prior to the expiration of the Election Period by the Transferring Holder to the Company. If the Company or any Offerees have elected to purchase all of the Securityholder Shares from the Transferring Holder, the Transfer of such Securityholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Holder, but in any event within 30 days after the expiration of the Election Period. (ii) If the Company and the Offerees have not elected to purchase all of the Securityholder Shares being offered, the Transferring Holder may, within 180 days after the expiration of the Election Period and subject to the other Shareholder provisions of Section 3, Transfer the Securityholder Shares to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms that are not more favorable in the aggregate to the Transferees thereof than those that were offered to the Company and the Offerees in the Offer Notice unless the Transferring Holder shall first have delivered a second notice setting forth such more favorable terms (the “Other ShareholderAmended Offer Notice”)) to the Company and each Securityholder. If the Transferring Holder delivers an Amended Offer Notice, which notice shall set forth the Company and each Securityholder may elect to acquire all of the material terms and conditions, including Securityholder Shares specified in the number Amended Offer Notice by delivering written notice to the Transferring Holder not later than the later of Securities proposed (1) 30 days after delivery of the Offer Notice or (2) five Business Days after delivery of the Amended Offer Notice. Any Securityholder Shares not Transferred within such 180-day period must be reoffered to be sold (the “Offered Securities”) Company and the proposed Offerees pursuant to this Section 3(b) prior to any subsequent Transfer. The Offer Notice may specify whether the purchase price per Share (the “Offer Price”) (which shall be payable solely in cash at the closing of the transaction or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)installments over time. (ciii) The receipt of Company shall cooperate with a Transferring Holder in selling the Securityholder Shares in a private placement to an Offer Notice by institutional investor that is a “qualified institutional buyer” under Rule 144A promulgated under the Other Shareholder shall constitute an offer by the Prospective Seller to sell Securities Act to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of extent that such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) prospective institutional investor is reasonably acceptable to the Prospective Seller prior Company and enters into a confidentiality agreement with the Company on terms reasonably satisfactory to the expiration of Company. The Company’s obligation to cooperate in such a sale is limited to those activities reasonably necessary to allow the Offer PeriodTransfer to comply with Rule 144A promulgated under the Securities Act and include, which notice shall specify but are not limited to, providing financial and operating information and access to management and the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other ShareholderCompany’s interest in selling along with the Prospective Seller to a Third Party records (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale subject to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained confidentiality arrangements specified in the Offerpreceding sentence). (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions If, prior to earlier of this Section 3.05 an initial Public Offering and the listing of the REIT Shares on a national securities exchange or automated quotation system, SR Mezz proposes to sell any mezzanine loan in the Existing SteepRock Assets that has been purchased by SR Mezz for less than ninety percent (90%) of the purchase price paid by SR Mezz therefor (the “Proposed Portfolio Sale”), SR Mezz shall survive first notify SteepRock in writing. Such notice from SR Mezz to SteepRock (the IPO“Proposed Portfolio Sale Notice”) shall state SR Mezz’s intention to sell such mezzanine loans, the amount of mezzanine loans to be sold, and the other material terms of the Proposed Portfolio Sale. SteepRock shall have fifteen (15) Business Days following receipt of such Proposed Portfolio Sale Notice to deliver a notice (an “Election Notice”) to SR Mezz that it elects to purchase all (but not less than all) of the mezzanine loans covered by the Proposed Portfolio Sale Notice. (b) Following the end If SteepRock declines or otherwise does not deliver an Election Notice within such fifteen (15) Business Day period, then SR Mezz shall have a period of the Restricted Period90 days from such deadline to enter into a definitive agreement to sell such mezzanine loans to one or more third-parties, except on such terms and conditions as provided for in Section 3.03(b)SR Mezz and such third party or parties may determine. (c) If an Election Notice is validly delivered to SR Mezz, if at any time during the term of this Agreement, a Shareholder then SteepRock (the “Prospective SellerOffer Party”) desires shall have the right, on an exclusive basis, for a period of fifteen (15) Business Days following the delivery thereof (the “Negotiation Period”), to effect a Sale of Securities negotiate with respect to a Third Party or Third Partiesdefinitive agreement setting forth the price and the other terms and conditions for the sale and purchase of such mezzanine loans. During the Negotiation Period, the Prospective Seller Offer Party shall deliver have the right to make a written notice written, irrevocable and non-transferable offer (an “Offer NoticeOffer”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”)SR Mezz to purchase such mezzanine loans, which notice Offer shall set forth all of (i) specify the material terms and conditions, including price in cash which the number of Securities proposed Offer Party proposes to be sold (the “Offered Securities”) and the proposed purchase price per Share pay for such mezzanine loans (the “Offer Price”) (and the other material terms upon which shall such purchase is proposed to be payable solely in cash or freely marketable securities in one lump sum payment)effected. Upon receipt of the Offer, on which SR Mezz will have the Prospective Seller offers option to sell all (but not less than all) of such mezzanine loans to the Offered Securities Offer Party at the Offer Price and otherwise on the terms and conditions described in the Offer. In order to FoundryCo and exercise this option, SR Mezz must, within fifteen (15) Business Days from receipt of the Other Shareholder Offer, send an irrevocable written notice of its acceptance of the Offer to the Offer Party (the “OfferAcceptance Notice”). (c) The receipt . Upon timely delivery of an Acceptance Notice, the Offer Notice Party and SR Mezz will then be legally obligated to consummate the purchase and sale contemplated by the Other Shareholder Offer and shall constitute an offer by use their reasonable best efforts to: (i) secure any required governmental authorization; (ii) comply as soon as reasonably practicable with all applicable legal requirements; and (iii) take all such other actions and to execute such additional documents as are reasonably necessary or appropriate to consummate the Prospective Seller purchase and sale of such mezzanine loans as promptly as practicable. At such closing, SR Mezz shall transfer such mezzanine loans free and clear of all liens, claims and encumbrances whatsoever, and the Offer Party shall deliver or cause to sell to be delivered payment for such mezzanine loans as provided in the Other ShareholderOffer and the Acceptance Notice. Such Offer shall be irrevocable for If any such purchase and sale of mezzanine loans has not occurred within thirty (30) days (the “Offer Period”) Business Days after receipt of the Acceptance Notice for such Offer Notice by the Other Shareholder. During the Offer Periodloans, the Other Shareholder SR Mezz shall have the right be free to accept sell such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) mezzanine loans pursuant to Section 3.074.02(d). (d) The consummation If the Offer Party and SR Mezz do not reach an agreement for the sale and purchase of any such purchase by and sale to mezzanine loans within the Other Shareholder Negotiation Period, then SR Mezz shall take place not later than ten (10) have a period of 90 days after from the expiration end of the Negotiation Period to enter into a definitive agreement to sell such mezzanine loans to one or more third-parties; provided, that if the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected Party made an Offer during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder Negotiation Period, such definitive agreement shall have failed to consummate provide for a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included and other terms and conditions not materially less favorable to SR Mezz than the terms and conditions set forth in such Offer. (e) If (i) SR Mezz has not entered into a definitive agreement for the sale of such mezzanine loans within the 90 day period described in either Section 4.02(b) or 4.02(d), or (ii) SR Mezz has entered into such an agreement during such period but has not consummated the sale of such mezzanine loans within 90 days from the date of such definitive agreement, then the provisions of this Section 4.02 shall again apply, and SR Mezz shall not transfer or offer to transfer any mezzanine loans in the Offer NoticeExisting SteepRock Assets for less than ninety percent (90%) of the purchase price therefor without again complying with this Section 4.02. (f) The provisions of this Section 4.02 shall terminate upon the earliest to occur of (x) consummation of an initial Public Offering, (y) the listing of the REIT Shares on a national securities exchange or automated quotation system and (z) the termination of the Sub-Advisory Agreement.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. At least sixty (b60) Following the end of the Restricted Period, except as provided for in Section 3.03(bdays prior to making any transfer (other than pursuant to another Exempt Transfer), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller each Individual Investor shall deliver a written notice (an “Offer Notice”the "Notice of Sale") thereof to FoundryCo the Company and the other Shareholder (Investors. The Notice of Sale shall disclose in reasonable detail the “Other Shareholder”), which notice shall set forth all identity of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”prospective transferees) and the terms and conditions of the proposed transfer. The Company shall use all commercially reasonable efforts to purchase price per Share all (but not less than all) of the Restricted Securities to be transferred (the “Offer Price”"Subject Securities") upon the same terms and conditions as those set forth in the Notice of Sale within sixty (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which 60) days after the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The Company's receipt of an Offer the Notice by of Sale. If, after all commercially reasonable efforts, the Other Shareholder Company is unable to effect such purchase during such sixty (60) day period, then the Company shall constitute an offer by the Prospective Seller deliver a written notice thereof to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty each Investor within seventy (3070) days (after the “Offer Period”) after Company's receipt of the Notice of Sale. Upon receipt of such Offer Notice by notice from the Other Shareholder. During the Offer PeriodCompany, the Other Shareholder shall have Lead Trivest Investor and the right other Individual Investors may elect to accept such offer as to any or purchase all (but not less than all) of the Offered Subject Securities upon the same terms and conditions as those set forth in the Notice of Sale by giving delivering a written notice of acceptance (the “Notice of Acceptance”) such election to the Prospective Seller prior to the expiration Investor within sixty (60) days after their receipt of the Offer PeriodCompany's notice. If more than one of such Investors elects to purchase all of the offered shares, which notice such shares shall specify be purchased by such Investors so electing pro rata based upon the number of Offered shares of Common Stock owned by each such Investor. Each such Investor shall be given up to sixty (60) days (after it has been determined that such Investor has such right) to consummate the purchase and sale of Subject Securities (the "Authorization Period"). If neither any Individual Investor nor the Lead Trivest Investor has elected to purchase all of the Subject Securities, then the selling Investor may transfer the Subject Securities at a price and on terms no more favorable to the transferee(s) thereof than specified in the Notice of Sale during the sixty (60) day period immediately following the Authorization Period. Any Subject Securities not transferred within such sixty (60) day period shall be purchased by subject to the Other Shareholder. Alternatively, if provisions of this section 6(a) upon subsequent transfer. (b) The restrictions on the threshold transfer set forth in Section 3.07(b) is met, the Other Shareholder this section 6 shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement continue with respect to each share of Restricted Securities until the date on which such Securities against payment of the purchase price contained share has been transferred in the Offer. (e) In the event a transaction permitted by this section 6; provided, however, that (i) the Other Shareholder each such share shall not have elected during the Offer Period continue to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed other provisions of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticethis Agreement.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted PeriodIf a Shareholder desires to Transfer its Shares, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a such Shareholder (the “Prospective SellerSelling Shareholder”) desires shall address to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Non Selling Shareholder”) a written notice to that effect (the “Initial Transfer Notice”), . The Non Selling Shareholder shall then have ninety (90) days from the date on which notice shall set forth all of the material terms and conditions, including Initial Transfer Notice is sent to determine whether it wishes to purchase the number of Securities proposed to be sold Shares so offered (the “Offered SecuritiesShares”). If the Non Selling Shareholder wishes to purchase the Offered Shares, it shall deliver a notice (the “Reply Notice”) within such ninety (90)-day period to the Selling Shareholder specifying a purchase price for the Offered Shares (the “Bid Price”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), other terms on which such Non Selling Shareholder is willing to purchase all (but not less than all) of the Prospective Seller offers Offered Shares. The Selling Shareholder shall have seven (7) days from the date on which such Reply Notice is sent to determine whether to sell to the Non Selling Shareholder all of the Offered Shares at the price and on the other terms set forth in the Reply Notice, after which seven (7) day period the Non Selling Shareholder’s offer shall expire. (b) If the Selling Shareholder shall have agreed to sell the Offered Securities Shares to FoundryCo the Non Selling Shareholder, then the Non Selling Shareholder shall consummate its purchase by delivering the aggregate purchase price to be paid by it for the Offered Shares via wire transfer of immediately available funds to an account specified by the Selling Shareholder on the agreed closing date which shall be, at the latest, the later of sixty (60) days after the Reply Notice is sent and five (5) days after receipt of all governmental and regulatory consents and approvals and the Other expiration of all applicable waiting periods. The Selling Shareholder (shall not be required to make any representations and warranties, other than as to its good title to the “Offer”)Offered Shares free and clear of all liens, claims and encumbrances, its power and authority as an entity to consummate such Transfer, and the absence of any conflicts, required consents or legal proceedings which could affect such Transfer, and shall not be required to provide any indemnities in respect of the Offered Shares. (c) The receipt If the right of an Offer Notice by first offer provided for in this Section is not exercised or the Other Selling Shareholder shall constitute an offer by does not accept the Prospective Seller Bid Price, then it may transfer the Offered Shares to sell any Third Party subject to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt provisions of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.075.2 below. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions of this Section 3.05 In the event that the Borrower or any other Borrower Group Company shall survive the IPO. desire to obtain any construction financing or a financing to acquire a Project then under construction (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective SellerProposed Financing”) desires with respect to effect a Sale of Securities any new fuel cell project to a Third Party be developed, owned, constructed or Third Partiesoperated by any Borrower Group Company, prior to engaging in any negotiations with any other potential financing source with respect to such Proposed Financing, the Prospective Seller Borrower shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”)Administrative Agent of such Borrower Group Company’s desire to obtain such Proposed Financing, which notice shall set forth all a reasonably detailed description of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) applicable new fuel cell project and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely desired Proposed Financing in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)respect thereof. (cb) The receipt of an Offer Notice by Upon the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after Administrative Agent’s receipt of such Offer Notice by the Other Shareholder. During the Offer Periodnotice, the Other Shareholder Administrative Agent shall have the right exclusive right, for a period of fifteen (15) Business Days, to accept such offer as develop a proposal to any arrange or all of provide the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07Proposed Financing. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder Administrative Agent shall not have elected during present the Offer Period Borrower with a proposal for such Proposed Financing within such fifteen Business Day period, the Borrower shall thereafter be entitled to purchase all the Offered Securities or (iiA) the Other Shareholder shall have failed to consummate a purchase of Securities engage in discussions and negotiations with other potential financing sources with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, Proposed Financing and (B) at consummate such Proposed Financing with any other third party financing source; provided, that, in the event that the Borrower or such other Borrower Group Company shall not consummate such Proposed Financing within one hundred eighty (180) days of the expiration of such fifteen Business Day period, neither the Borrower nor any other Borrower Group Company shall be entitled to consummate such Proposed Financing without again complying with the provisions of this Section 6.19. (ii) In the event that the Administrative Agent shall, within such fifteen Business Day period, present the Borrower with a price not less proposal for such Proposed Financing together with a representation that the Administrative Agent and its Affiliates have cash on hand or legally binding commitments to obtain from their respective limited partners or other investors, in either case, sufficient cash necessary to fund such Proposed Financing, the Borrower shall consider such proposal in good faith and shall engage in good faith negotiations with the Administrative Agent with respect thereto. In the event that the Borrower shall, after good faith negotiations with the Administrative Agent, decline to accept the Administrative Agent’s proposal for such Proposed Financing, (x) the Borrower shall thereafter be entitled to engage in discussions and negotiations with other potential financing sources with respect to such Proposed Financing; provided, that, neither the Borrower nor any other Borrower Group Company shall be entitled to consummate such Proposed Financing with any such other financing source unless the interest rate, repayment terms and drawdown terms of such Proposed Financing being provided by such other financing source are, in the reasonable discretion of the Borrower, more favorable to the Borrower or the other applicable Borrower Group Company than the Offer Price included terms proposed by the Administrative Agent, and (y) in the Offer Noticeevent that the Borrower or such other Borrower Group Company shall not consummate such Proposed Financing within one hundred eighty (180) days of the date of the Administrative Agent’s proposal in respect thereof, neither the Borrower nor any other Borrower Group Company shall be entitled to consummate such Proposed Financing without again complying with the provisions of this Section 6.19.

Right of First Offer. (a) A Stockholder may Transfer Stockholder Shares held by such Stockholder only in compliance with the following provisions: (i) A Stockholder desiring to Transfer Stockholder Shares (an “Offeror”) shall first deliver written notice (the “Offer Notice”) to each other Stockholder (the “Offerees”) which Offer Notice shall specify (x) the number and class or classes of Stockholder Shares owned by the Offeror which the Offeror wishes to sell (the “Offered Shares”); (y) the proposed cash purchase price per share for each class of the Offered Shares (as applicable, the “Offer Price); and (z) all other terms and conditions of the offer. The Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Offered Shares at the applicable Offer Price, as hereinafter provided. (ii) Within ten (10) days following receipt of the Offer Notice, each Offeree shall notify the Offeror in writing (the “Acceptance Notice”) as to the number of Offered Shares, if any, it is electing to purchase (such Offeree electing to purchase Offered Shares, an “Accepting Stockholder”). If any Offeree does not provide an Acceptance Notice to the Offeror within such period, such Offeree shall be deemed to have declined to purchase any of the Offered Shares. An Acceptance Notice shall be deemed to be an irrevocable commitment to purchase from the Offeror the number of Offered Shares which such Offeree has elected to purchase pursuant to such Acceptance Notice, subject to allocation of the Offered Shares among the Accepting Stockholders, as hereinafter provided. (iii) If the Accepting Stockholders have elected to purchase a number of Offered Shares of any class that in the aggregate exceeds the total number of Offered Shares of such class, then the number of such class of Offered Shares purchased by each Accepting Stockholder electing to purchase greater than their pro rata share of such class of Offered Shares, determined in accordance with their respective Percentage Ownership (excluding for the purposes of such calculation the Stockholder Shares held by the Offeror and the Offerees who have not exercised their option to purchase Offered Shares), shall be reduced pro rata in accordance with their respective Percentage Ownership. This Section 2.2(a)(iii) shall be construed and given effect in such manner that no Accepting Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in its Acceptance Notice. The Offeror shall promptly notify each Accepting Stockholder, if any, of the number of Offered Shares of each class allocated to it, and each such Accepting Stockholder shall be obligated to purchase at the applicable Offer Price such shares at a closing, as hereinafter provided. (iv) If the Accepting Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.2(a), the Offeror (x) shall be under no obligation to sell any of the remaining Offered Shares to any other Stockholder, unless the Offeror so elects, and (y) may, within a period of ninety (90) days from the date of the Offer Notice, subject to the provisions of Section 2.1, sell such remaining Offered Shares to one or more third parties (each a “Third Party Transferee”) for cash at a price per share not less than the applicable Offer Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Offer Notice. If the Offeror does not complete the sale of the remaining Offered Shares within such ninety (90)-day period, the provisions of this Section 3.05 2.2(a) shall survive again apply, and no sale of such Offered Shares by the IPOOfferor shall be made otherwise than in accordance with the terms of this Agreement. (v) The closing of purchases of Offered Shares by Accepting Stockholders pursuant to this Section 2.2(a) shall take place no later than thirty (30) days after the date of the Offer Notice, or at such other date as the parties to the sale may agree. At such closing, the Offeror shall sell, transfer and deliver to each Accepting Stockholder full right, title and interest in and to the Offered Shares so purchased by such Accepting Stockholder, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each Accepting Stockholder a certificate or certificates representing the Offered Shares sold to such Accepting Stockholder, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed and any other documents necessary for transfer. Simultaneously with delivery of such certificates, each Accepting Stockholder shall deliver to the Offeror, by wire transfer of immediately available funds to such bank account as the Offeror shall designate, a cash amount equal to the product of the applicable Offer Price and the number of Offered Shares of the corresponding class being acquired by such Accepting Stockholder, in full payment of the purchase price of the Offered Shares purchased. (b) Following Notwithstanding the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term foregoing provisions of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third PartiesSection 2.2, the Prospective Seller terms of this Section 2.2 shall deliver a written notice (an “Offer Notice”) thereof not apply to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell any Permitted Transfer effected pursuant to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07terms hereof. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (ai) The provisions of this Section 3.05 shall survive the IPO. If any Holder (ba "Seller") Following the end has received and accepted a bona fide offer (a "Transfer Offer ") to purchase any or all of the Restricted Period, except Company Securities (the "Transfer Stock") then owned by such Seller to any person other than pursuant to an Exempt Transfer (as provided for defined in Section 3.03(b2(c) below), if at any time during then before the term of this Agreement, a Shareholder (Seller may sell the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third PartiesTransfer Stock, the Prospective Seller shall deliver provide to the Company a written notice detailing the terms of such Transfer Offer that the Seller has accepted with respect to such Transfer Stock (an “Offer a "Transfer Notice”) thereof to FoundryCo "). Such Transfer Notice shall identity the Transfer Stock, the price of the Transfer Stock, the identity of the third party offeror and all the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number conditions of Securities proposed to be sold such Transfer Offer. The Transfer Notice shall contain an irrevocable offer (the “Offered Securities”a "First Offer") and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell Transfer Stock to the Other ShareholderCompany at a price equal to the price and upon substantially the same terms as the terms contained in such Transfer Offer. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder The Company shall have the irrevocable right and option (the "Right of First Offer"), exercisable as provided below, to accept such offer the First Offer as to any or all Company Securities of the Offered Securities by giving a Transfer Stock. The Company shall provide the Seller with an irrevocable written notice of acceptance (specifying the “Notice number of Acceptance”) to the Prospective Seller prior to the expiration Company Securities of the Offer PeriodTransfer Stock which the Company is agreeing to purchase pursuant to such First Offer, which shall be binding on the Company for the number of Company Securities in such notice of acceptance, which notice shall specify of acceptance must be provided to the number of Offered Securities to be purchased by Seller within fifteen (15) business days after the Other Shareholder. Alternatively, if date the threshold set forth in Section 3.07(b) Transfer Notice is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party given (the “Tag Along Offer”) pursuant to Section 3.07"Notice Period"). (dii) The consummation of any such purchase by and sale Subject to the Other Shareholder Seller's rights under Section 2(b)(iii), the closing of the purchase of the Transfer Stock by the Company pursuant to this Section 2(b) shall take place not later than ten at the principal office of the Company on the thirtieth (1030th) days business day after the expiration of the Offer Notice Period (unless a later date shall be or after the receipt of any required under the HSR Act governmental consents or other applicable Lawapprovals). Upon the consummation of At such purchase and saleclosing, the Prospective Seller Company shall (i) deliver a certified check or checks in the appropriate amount to the Other Shareholder Seller against delivery of certificates representing the Securities Transfer Stock so purchased, free and clear of any Encumbrances duly endorsed in blank by the person or persons in whose name a stock certificate is registered or accompanied by a duly executed assignment separate from the certificate with the signatures thereon guaranteed by a commercial bank or trust company. (other than this Agreement and applicable Lawiii) and (ii) assign all Notwithstanding the exercise by the Company of its rights and obligations under this Agreement with respect to such Securities against payment Section 2(b), if at the end of the purchase price contained in Notice Period the Offer. (e) In the event that (i) the Other Shareholder Company shall not have elected during the Offer Period agreed to purchase less than all of the Offered Securities Transfer Stock covered thereby (a "Partial Purchase Commitment"), the Seller shall promptly notify the Company as to whether or (ii) not it shall accept such Partial Purchase Commitment. If such Partial Purchase Commitment is accepted, the Other Shareholder shall have failed to consummate a closing for such purchase of Securities with respect a portion of such Transfer Stock shall take place pursuant to which a Notice Section 2(b)(ii) hereof. Upon acceptance by the Seller of Acceptance was giventhe Partial Purchase Commitment, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right within the time hereinafter specified to sell Transfer any Transfer Stock not included in the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) Partial Purchase Commitment at a price not less than and on terms no more favorable to the Offer Price included purchaser than were in the Offer Transfer Notice. If the Seller determines not to accept the Partial Purchase Commitment, the Seller shall have the right within the time hereinafter specified to Transfer any or all of the Transfer Stock at a price not less than and on terms no more favorable to the purchaser than contained in the Transfer Notice. If the Company notifies the Seller that it has decided not to purchase any portion of the Transfer Stock, or the Seller has accepted a Partial Purchase Commitment and desires to Transfer the remaining Transfer Stock, or the Seller has rejected the Partial Purchase Commitment and desires to Transfer the Transfer Stock, the Seller shall have 180 days from the end of the Notice Period (the "Sales Period"), in which to Transfer any or all of the Transfer Stock at a price not less than and on terms no more favorable than were contained in the Transfer Notice. No sale may be made to any third party unless such third party agrees in writing, in form and substance reasonably acceptable to the Company, to be bound by the provisions of this Agreement, as a Holder. Promptly after any sale pursuant to this Section 2(b), the Seller shall notify the Company of the consummation thereof and shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company may reasonably request. If, at the termination of the Sales Period, the Seller has not completed the sale of all the Transfer Stock, such Seller shall no longer be permitted to Transfer such Transfer Stock pursuant to this Section 2(b) without again fully complying with the provisions of this Section 2(b) and all the restrictions on Transfer contained in this Agreement shall again be in effect with respect to all such Seller's Transfer Stock.

Right of First Offer. (a1) Subsequent to four years from the date hereof, if a GEI Party, Roll-Over Investor or Mezzanine Investor (each, solely for purposes of this Section 2.4, a “Right of First Offer Stockholder”) desires to Transfer any or all of its shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable (solely for purposes of this Section 2.4, the “Transfer Stock”) to any Person not a party to this Agreement (other than Transfers pursuant to Section 5.4(f) or Transfers to Permitted Transferees made in compliance with Section 2.2), such Right of First Offer Stockholder shall reduce to writing (the “Transfer Notice”) the terms pursuant to which it desires to Transfer such Transfer Stock (a “Transfer Offer”). Such Transfer Notice shall identify the Transfer Stock and the cash purchase price for the Transfer Stock. Such Right of First Offer Stockholder shall provide the Transfer Notice to the Company, and the Company shall promptly, but in no event later than five (5) Business Days following receipt of the Transfer Notice from the Right of First Offer Stockholder, provide written notice (dated the day it is given) of such Transfer Offer to the GEI Parties, the Select Roll-Over Investors and the Mezzanine Investors (other than such Right of First Offer Stockholder, if applicable) (the “Transfer Offerees”). The Transfer Notice shall constitute an irrevocable offer by the Right of First Offer Stockholder (“First Offer”) to sell the Transfer Stock to the Transfer Offerees at a price equal to the price contained in the Transfer Notice. The Transfer Offerees shall have the irrevocable right and option (the “Right of First Offer”) to accept the First Offer as to any or all shares of the Transfer Stock pursuant to the Transfer Offer. Each Transfer Offeree that desires to purchase any Transfer Stock shall provide the Right of First Offer Stockholder with an irrevocable written notice specifying the number of shares of the Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such Transfer Offer (including the number of shares of Transfer Stock in excess of such Transfer Offeree’s Pro Rata Amount of the Transfer Stock (“the “Excess Shares”)), which shall be binding on said Transfer Offeree for the number of shares of Transfer Stock in such notice of acceptance, within thirty (30) Business Days after the date of the Transfer Notice (the “Notice Period”), and shall simultaneously provide a copy to the Company. The Company shall promptly distribute such notice of acceptance to all Transfer Offerees. (2) The allocation of Transfer Stock to Transfer Offerees pursuant to a Transfer Offer shall be made as follows: (i) Each Transfer Offeree is entitled to purchase its Pro Rata Amount of shares of the Transfer Stock; (ii) if every Transfer Offeree requests to purchase a number of shares of Transfer Stock equal to or greater than such Transfer Offeree’s Pro Rata Amount, then each Transfer Offeree shall be entitled to only receive such Transfer Offeree’s Pro Rata Amount; and (iii) If such Transfer Offer is undersubscribed and any Transfer Offeree requests to purchase a number of shares of Transfer Stock equal to or less than its Pro Rata Amount, each Transfer Offeree shall (x) first, be entitled to receive the number of shares of Transfer Stock requested for purchase by such Transfer Offeree or, if less, the number of shares of Transfer Stock equal to such Transfer Offeree’s Pro Rata Amount, and (y) second, with respect to any Transfer Offeree requesting Excess Shares, receive that number of additional shares of Transfer Stock equal to the lesser of (A) the number of Excess Shares such Transfer Offeree requested and (B) such Transfer Offeree’s allocable portion of all Excess Shares based on the respective number of shares of Capital Stock held at the time of the Transfer Offer by each Transfer Offeree who requested Excess Shares. (b) The closing of the purchases of the Transfer Stock by the Transfer Offerees that have exercised the options granted pursuant to this Section 2.4 shall take place at the principal office of the Company on the date specified in the Transfer Offer (which date shall not be less than thirty (30) business days following the date of the Transfer Notice). The purchase price for the purchase of Transfer Stock shall be paid in cash (by wire transfer of immediately available funds to an account specified in writing by the recipients thereof at least three (3) business days prior to the date of such closing) or by certified or official bank check, against delivery of certificates representing the Transfer Stock so purchased, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank. (c) Prior to any Transfer of Capital Stock by a Right of First Offer Shareholder pursuant to this Section 2.4, the Right of First Offer Shareholder shall, after complying with the provisions of this Section 2.4, comply with the provisions of Section 5.4 hereof, if applicable. (d) If the provisions of this Section 2.4 have been complied with in all respects, the Right of First Offer Stockholder shall have the right for a 120-day period following delivery of the Transfer Notice to Transfer the shares of Transfer Stock to the third party on the terms set forth in the Transfer Notice (or on other terms no more favorable to the Right of First Offer Shareholder) without further notice to the Transfer Offerees, but after such 120-day period no such Transfer may be made without again giving notice to Transfer Offerees of the proposed Transfer and complying with the requirements of this Section 2.4. (e) The provisions of this Section 3.05 2.4 shall survive expire upon the IPOoccurrence of a Public Offering Event. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. As of the Closing Date and up to the date EDCO becomes a publicly traded company on the New York Stock Exchange or the Nasdaq Stock Market, INFO grants BHW a right of first offer to acquire INFO's equity interest in EDCO but only for the acquisition of such equity interest in EDCO by itself on a stand alone basis and not as part of a Change of Control of INFO. INFO may not affect, or cause to be affected any Transfer of its equity interest in EDCO, except in accordance with the provisions set forth in this Agreement. Any Transfer not complying with the provisions of this Agreement shall not be effective for any purpose and any purported transferee of such a Transfer shall not acquire any right or interest in INFO's equity interest in EDCO: (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) If INFO desires to effect a Sale Transfer all or any portion of Securities to a Third Party or Third Partiesits equity interest in EDCO, the Prospective Seller shall deliver a INFO must give BHW written notice (an “Offer Notice”) thereof to FoundryCo and of its desire, setting forth the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number purchase price, that INFO is willing to sell its equity interest in EDCO; (b) Within thirty (30) days after the written notice is received, BHW may elect to purchase INFO's equity interest in EDCO on the terms and conditions set forth in the written notice or on such other terms and conditions as the parties may mutually agree upon. BHW shall evidence its election to purchase by written notice to INFO. Unless otherwise agreed upon, the closing of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which sale of INFO's equity interest in EDCO shall be payable solely in cash or freely marketable securities in one lump sum payment), on which within sixty (60) days from the Prospective Seller offers date the written notice is delivered to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)INFO. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller If BHW does not elect to sell to the Other Shareholder. Such Offer shall be irrevocable for purchase INFO's equity interest in EDCO within thirty (30) days (after the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance as provided in subparagraph (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Perioda), which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternativelythen INFO may Transfer its equity interest in EDCO; provided, however, that if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s equity interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place EDCO is not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) Transferred within ninety (90) days after from the expiration date of the Offer Period or such longer period written notice provided in subparagraph (up a), all restrictions contained in this Agreement shall apply to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable LawINFO's equity interest in EDCO, and (B) at a price not less than the Offer Price included any subsequent Transfer of INFO's equity interest in the Offer NoticeEDCO shall be made only in compliance with this Agreement.

Right of First Offer. Except as provided in Articles 5 and 8, the Company hereby grants to each Shareholder a right of first offer ("Right of First Offer") to subscribe for such Shareholder's pro-rata share of any New Securities (as defined in Section 4(e) below) that the Company may from time to time propose to issue, and the provisions of this Article 4 shall apply to such issuances. (a) In the event that the Company proposes to undertake an issuance of New Securities, the Company shall give written notice (the "Company Notice") of its intention to so issue such New Securities to each Shareholder. The provisions Company Notice shall include the type and number of such New Securities, the price and the general terms upon which such New Securities are proposed to be issued, the number of such New Securities for which each Shareholder is entitled to subscribe pursuant to this Section 3.05 shall survive Article 4 and the IPOidentity of the Person(s) to whom such New Securities are proposed to be issued (the "Proposed Acquirers"). (b) Following Each Shareholder shall have 28 calendar days after the end receipt of the Restricted Period, except as provided Company Notice to agree irrevocably to subscribe for up to its pro-rata share of such New Securities for the price and upon the general terms specified in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a Company Notice by giving written notice (an “Offer Notice”) thereof to FoundryCo the Company and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including stating therein the number of New Securities proposed for which such Shareholder shall subscribe. If any Shareholder fails to be sold exercise or waives its Right of First Offer hereunder (a "Non-Exercising Shareholder"), the Company shall give notice to all Shareholders who do exercise their Right of First Offer (the “Offered Securities”"Exercising Shareholders") and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash of such failure or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)waiver. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Each Exercising Shareholder shall have a right of over allotment to subscribe for up to its pro-rata portion of any New Securities not subscribed for by a Non-Exercising Shareholder hereunder. Each Exercising Shareholder may exercise irrevocably such right of over allotment by giving written notice to the right to accept such offer as to any or all Company within 28 calendar days of receipt of the Offered Securities by giving a written notice of acceptance (non-exercise or waiver from the “Notice of Acceptance”Company described in Section 4(b) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify and stating therein the number of Offered New Securities to be purchased by for which such Exercising Shareholder shall subscribe. Upon exercises of the Other Shareholder. Alternatively, if the threshold set forth Right of First Offer hereunder in Section 3.07(b) is metconnection with any proposed issuance of New Securities, the Other Shareholder Company shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) simultaneously issue such New Securities pursuant to Section 3.07such exercises at such time and place as the Company shall determine. Any exercise by any Shareholder of a right of subscription pursuant to this Article 4 shall be final and irrevocable. (d) The consummation If the Shareholders waive or fail to exercise in full the Right of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the First Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Lawset forth in Sections 4(b) and (iic) assign all of its rights and obligations under this Agreement with respect to such Securities against payment all of the purchase New Securities within the above-mentioned time periods, then the Company shall have 120 calendar days thereafter to sell any New Securities with respect to which the Shareholders did not exercise their Right of First Offer at a price contained and upon general terms no more favorable to the Proposed Acquirers than those specified in the OfferCompany Notice. In the event the Company does not sell the New Securities within such 120-day period, the Company shall not thereafter issue or sell such New Securities without first offering such New Securities to the Shareholders in accordance with this Article 4. (e) In For the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase purposes of Securities with respect to which a Notice of Acceptance was giventhis Article 4, the Prospective Seller term "New Securities" shall not be obligated to sell mean any Offered Securities to Securities, whether now authorized or authorized in the Other Shareholder andfuture, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party that are offered for subscription or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of sale by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeCompany.

Right of First Offer. (a) The At any time after February 1, 2003 but before February 1, 2005, if JPMP or AON, as the case may be (the "Transferring Party"), desires to Transfer any Standstill Shares held by the PCP Entities for their respective accounts (other than to a Permitted Transferee or an Affiliate), and directs the PCP Entities to so Transfer any Standstill Shares, such Transferring Party shall, before such Transfer, take the following actions: (i) Inform Penske Corporation in writing (which shall include by facsimile) of its intent to Transfer such Standstill Shares (the "Transfer Notice") and shall include in such Transfer Notice, the number of Standstill Shares such Transferring Party intends to Transfer (the "Transfer Amount"). (ii) Upon receipt of a Transfer Notice, Penske Corporation shall have twenty-four (24) hours from the time of delivery of the Transfer Notice to inform the Transferring Party whether it desires to purchase any such Standstill Shares. (iii) In the event that Penske Corporation informs the Transferring Party in writing that it does not intend to purchase any such Standstill Shares or provides no response prior to the expiration of such twenty-four (24) hour period (the "Penske Rejection"), such Transferring Party shall be entitled to Transfer such Standstill Shares, free and clear of the restrictions set forth in this Section 4.1 to any party for any consideration for ten (10) Business Days from the effective time of such Penske Rejection (the "Unlimited Transfer Period"). To the extent that the Transferring Party has not Transferred such Standstill Shares within the Unlimited Transfer Period, such Transferring Party shall again comply with the provisions of this Section 3.05 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (iv) In the event that Penske Corporation informs the Transferring Party in writing that it intends to purchase any such Standstill Shares (the "Penske Offer"), Penske Corporation shall survive indicate to the IPOTransferring Party the per share price, in cash, it is willing to pay for such Standstill Shares to be purchased by it and the number of such Standstill Shares which Penske Corporation intends to purchase (the "Penske Purchase Amount") and such Penske Offer shall be irrevocable for twenty-four (24) hours. (v) If the Transferring Party accepts the Penske Offer, the parties shall complete the Transfer of such Standstill Shares within five (5) Business Days from the date of delivery of such acceptance by the Transferring Party to Penske Corporation. In the event that the Penske Purchase Amount is less than the Transfer Amount, the Transferring Party shall be entitled to Transfer such remaining Standstill Shares (the "Rejected Shares"), free and clear of the restrictions set forth in this Section 4.1, for ten (10) Business Days from the time of the receipt by the Transferring Party of the Penske Offer to any party for any consideration (the "Rejected Share Transfer Period"). To the extent that the Transferring Party has not Transferred all of such Rejected Shares within the Rejected Share Transfer Period, such Transferring Party shall again comply with the provisions of this Section 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (vi) If the Transferring Party rejects the Penske Offer, for a period of five (5) Business Days from the date of delivery of such rejection by the Transferring Party to Penske Corporation (the "Limited Transfer Period"), such Transferring Party shall be able to Transfer such Standstill Shares, free and clear of the restrictions set forth in this Section 4.1, to any other party for a per share price, in cash, not less than the per share price set forth in the Penske Offer. To the extent that the Transferring Party has not Transferred all of such Standstill Shares within the Limited Transfer Period, such Transferring Party shall again comply with the provisions of this Section 4.1 prior to Transferring such Standstill Shares which were not so Transferred. (b) Following In the end event that a Transferring Party intends to Transfer shares in an underwritten offering (the "Underwritten Offering") pursuant to Section 2.1 of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Registration Rights Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Transferring Party or Third Parties, shall provide Penske Corporation with the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo Transfer Notice and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities Transfer Amount proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash such Underwritten Offering. Penske Corporation, or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07Affiliates, shall have the right to purchase all or any portion of the underwritten shares for a period of 30 days (the "Underwritten Offer Period") following receipt of the Transfer Notice at a purchase price equal to the 20-day trailing average closing price of the Common Stock as quoted on the New York Stock Exchange Composite Index determined as of the date of delivery of the Transfer Notice (the "Underwritten Share Price") and shall deliver a non-binding indication of intention to purchase (an "Indication of Intent") such shares within 15 days following receipt of the Transfer Notice. If Penske Corporation or its Affiliates do not elect to purchase all of the underwritten shares within such 30 day period or have not delivered an Indication of Intent within the aforementioned 15 days, then the Transferring Party shall be free to sell the Offered Securities (portion of the “Unaccepted Securities”) underwritten shares not purchased by Penske Corporation or its Affiliates in the Underwritten Offering pursuant to a Third Party the Registration Rights Agreement; provided, that if such Underwritten Offering is not completed within 120 days from the date of the Transfer Notice, then the underwritten shares will again be offered to Penske Corporation pursuant to the terms of this Section 4.1(b). Any purchase of underwritten shares by Penske Corporation or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) its Affiliates shall be completed within ninety (90) 15 days after following the expiration of the Underwritten Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticePeriod.

Right of First Offer. (a) The provisions Provided no Event of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b)Default or Management Termination Event hereunder exists, if at any time (and from time to time) during the term Initial Term, PSLT-BLC Holdings, Provident or any Subsidiary of this AgreementProvident shall acquire a senior independent living facility, other than a facility which is to be leased back to the seller of such facility (or its affiliate) (each, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “"First Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”Facility"), which notice PSLT-BLC Holdings shall set forth all notify BLC Holdings (a "First Offer Availability Notice") describing such First Offer Facility and its anticipated date of availability. The First Offer Availability Notice (i) shall contain PSLT-BLC Holdings' or Provident's good faith estimate of the material rental amount and other lease terms for which PSLT-BLC Holdings or Provident would be willing to lease the First Offer Facility on a "triple-net" basis under a lease agreement substantially similar to each of the Property Leases and conditions(ii) shall, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell except to the Other Shareholderextent that PSLT-BLC Holdings is restricted under the terms of a confidentiality agreement from disclosing such information to BLC Holdings, include such other due diligence information that Provident or its Subsidiaries may actually have in their possession at the time the First Offer Availability Notice is delivered. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder BLC Holdings shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice "Right of Acceptance”First Offer") to lease such First Offer Facility upon the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold terms set forth in Section 3.07(bthe First Offer Availability Notice by delivering to PSLT-BLC Holdings a notice (a "First Offer Acceptance") is met, the Other Shareholder shall have the right and option exercising its Right of First Offer with respect to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than First Offer Facility within ten (10) days Business Days after the expiration receipt of the First Offer Period Availability Notice. If BLC Holdings delivers the First Offer Acceptance as provided herein, then, provided no Event of Default or Management Termination Event exists hereunder as of the date of the closing of the Right of First Offer, simultaneously with PSLT-BLC Holdings' consummation of the acquisition of the First Offer Facility, PSLT-BLC Holdings and BLC Holdings shall enter into a property lease agreement with respect to the First Offer Facility substantially in the form of the Property Leases (unless a later date with such revisions as are mutually acceptable to the parties), provided that Base Rent payable thereunder and the other lease terms shall be required under as set forth in the HSR Act or other applicable Law)First Offer Availability Notice. Upon If BLC Holdings fails to provide the consummation First Offer Acceptance as provided herein (time being of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement essence with respect to such Securities against payment date), BLC Holdings shall be deemed to have waived its right of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities first offer with respect to which such First Offer Facility and PSLT-BLC Holdings may lease the First Offer Space to any party upon such terms as PSLT-BLC Holdings determines in its sole and absolute discretion. If BLC Holdings does not deliver the First Offer Acceptance within the time frame set forth above, BLC Holdings agrees that BLC Holdings shall no longer have any contractual right to lease the First Offer Facility; provided, however, that PSLT-BLC Holdings agrees that, during its efforts to find a Notice tenant for the First Offer Facility, PSLT-BLC Holdings shall keep BLC Holdings reasonably apprised of Acceptance was given, PSLT-BLC Holdings' marketing materials and shall provide to BLC Holdings copies of written marketing materials prepared by PSLT-BLC Holdings in connection with such efforts (provided that BLC Holdings agrees to enter into confidentiality agreements requested by PSLT-BLC Holdings as a condition to receiving confidential information about the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder First Offer Facility); and, subject to its obligations provided, further, that PSLT-BLC Holdings' obligation under Section 3.06 this sentence shall terminate and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party expire at such time as PSLT-BLC Holdings enters into an exclusivity agreement with any prospective purchaser or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration tenant of the First Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticeFacility.

Right of First Offer. If Westaim desires to sell all or substantially all of its assets used to manufacture and supply Product to S&N under this Agreement, including without limitation assignment of this Agreement, (athe “Manufacturing Assets”), Westaim shall give written notice (the “Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the Manufacturing Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Manufacturing Assets and on what terms. During the [***] (the “Negotiation Period”) immediately following the date the Transfer Notice is given, Westaim and S&N shall in good faith negotiate the sale and purchase of the Manufacturing Assets by Westaim to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Manufacturing Assets, it shall forthwith advise Westaim of such determination in writing, and Westaim shall be free to sell the Manufacturing Assets to any other Person on any terms at any time, and the provision of this Section 12.6 shall have no further application. If during the Negotiation Period Westaim and S&N reach an agreement concerning the sale and purchase of the Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this Section 12.6 shall have no further application. If Westaim and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Manufacturing Assets, which offer shall be maintained in confidence by Westaim. If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Westaim shall be free to sell the Manufacturing Assets to any other person on any terms at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Westaim for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Westaim shall have the option of either selling the Manufacturing Assets to S&N pursuant to the S&N Offer or selling the Manufacturing Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, or the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Westaim, Westaim shall be entitled to sell the Manufacturing Assets to a third party on terms no less favourable than the terms of the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 3.05 12.6 shall survive not apply to the IPO. (b) Following the end transfer of the Restricted PeriodManufacturing Assets to a transferee that is an Affiliate of Westaim; provided that the Affiliate agrees to be bound by the terms of this Section 12.6. Any assignment of this Agreement to a third party as a part of the transfer of the Manufacturing Assets pursuant to this Section 12.6, except whether as provided for in Section 3.03(b), if at any time a result of S&N not making the S&N Offer by the expiry of the Negotiation Period or as a result of Westaim selling the Manufacturing Assets to a third party during the term of this AgreementFree Transfer Period on terms no less favourable than the S&N Offer, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities shall be considered an assignment to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all permitted assignee for purposes of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Section 12.5. (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions Prior to any Investor effecting a Transfer described in Section 4.1(d) (a "Third-Party Sale"), such Investor (the "Offering Stockholder") will deliver to the Company a written Notice (an "Offer Notice") specifying the amount of this Section 3.05 shall survive consideration (the IPO"Offer Price") and the other material terms pertaining to such Third Party Sale for which the Offering Stockholder proposes to sell the Securities to be offered in such Third-Party Sale (the "Offered Stock") and, to the extent known or contemplated, the proposed purchaser of the Offered Stock. (b) Following If the end of Company delivers to the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver Offering Stockholder a written notice (an “"Acceptance Notice") within 20 calendar days of receipt of the Offer Notice”Notice (such 20 calendar day period being referred to herein as the "ROFO Acceptance Period") thereof to FoundryCo and stating that the other Shareholder Company or its designee (the “Other Shareholder”), which notice shall set forth "ROFO Purchaser")is willing to purchase all of the material Offered Stock for the Offer Price and on the other terms set forth in the Offer Notice, the Offering Stockholder will sell all of the Offered Stock to the ROFO Purchaser, and the Company will purchase such Offered Stock from the Offering Stockholder, on the proposed terms and conditions, including subject to the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)conditions set forth below. (c) The receipt consummation of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all purchase of the Offered Securities Stock by giving a written notice of acceptance the ROFO Purchaser pursuant to this Section 4.2 (the “"ROFO Closing") will occur no more than 45 calendar days following the delivery of the Acceptance Notice (such 45 calendar day period being referred to herein as the "ROFO Closing Period") at 10:00 a.m. (Eastern Time) at the Company's offices or at such other time of Acceptance”day and place as may be mutually agreed upon by the Offering Stockholder and the ROFO Purchaser. At the ROFO Closing, (i) the ROFO Purchaser will deliver to the Prospective Seller Offering Stockholder by wire transfer to an account designated by the Offering Stockholder an amount in immediately available funds equal to the Offer Price, (ii) the Offering Stockholder will deliver one or more certificates evidencing the Offered Stock, together with such other duly executed instruments or documents (executed by the Offering Stockholder) as may be reasonably requested by the ROFO Purchaser to acquire the Offered Stock free and clear of any and all claims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and other restrictions of any kind whatsoever (collectively, "Encumbrances"), except for Encumbrances created by this Agreement, or federal or state securities laws ("Permitted Encumbrances"), and (iii) in connection with foregoing the Offering Stockholder will represent and warrant to the Company that, upon the ROFO Closing, the Offering Stockholder will convey and the Company will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered Stock, free and clear of any and all Encumbrances, except for Permitted Encumbrances. (d) If no Acceptance Notice relating to the proposed Third-Party Sale is delivered to the Offering Stockholder prior to the expiration of the Offer ROFO Acceptance Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) or an Acceptance Notice is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale so delivered to the Other Shareholder shall take place not later than ten (10) days after Offering Stockholder but the ROFO Closing fails to occur prior to the expiration of the Offer ROFO Closing Period (unless the ROFO Purchaser was ready, willing and able prior to the expiration of the ROFO Closing Period to consummate the transactions to be consummated by the ROFO Purchaser at the ROFO Closing), the Offering Stockholder may, during the 360 calendar day period immediately following the expiration of the ROFO Acceptance Period (in the event that no Acceptance Notice was timely delivered to the Offering Stockholder) or the 360 calendar day period immediately following the expiration of the ROFO Closing Period (in the event that an Acceptance Notice was timely delivered to the Offering Stockholder but the ROFO Closing failed timely to occur other than as a later date shall be required result of a failure by the Offering Stockholder to perform its obligations under Section 4.2(c) hereof) at a gross price at least equal to the HSR Act or Offer Price and on such other applicable Lawterms no more favorable to the Transferee than those set forth in the Offer Notice, consummate the Third-Party Sale in accordance with Section 4.1(d). Upon After the consummation applicable 360-day period, any Transfer pursuant to Section 4.1(d) shall not be made unless the Investor again complies with the provisions of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the OfferSection 4.2. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase For purposes of Securities with respect to which a Notice of Acceptance was giventhis Section 4.2, the Prospective Seller shall not value of any consideration other than cash that is payable or receivable in the Third Party Sale will be obligated as determined by the Board in good faith or, if the Offering Stockholder gives the Company written notice of its disagreement with such valuation within ten Business Days after receipt of written notice of such value, such value will be determined in accordance with the appraisal procedures set forth on Exhibit B. The various time periods described above relating to sell any Offered Securities to actions regarding the Other Shareholder and, exercise of a right of first offer will be extended for the duration of any period in which the value of any non-cash consideration is subject to its obligations under dispute pursuant to Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice4.2(e).

Right of First Offer. (a) The provisions of this Section 3.05 shall survive To the IPO. (b) Following the end extent Lessor determines to sell all or any portion of the Restricted PeriodPremises, except as provided for in Section 3.03(b), if at any time during Lessor will grant Lessee the term right of this Agreement, a Shareholder (the “Prospective Seller”) desires first offer to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all purchase that same portion of the material terms and conditionsPremises. Prior to seeking, including entertaining or considering any offers for the number sale or purchase of Securities proposed such property, Lessor shall notify Lessee in writing that it intends to sell such property, describing in sufficient detail the property to be sold. Lessor shall promptly make available all records pertaining to the property to be sold (the “Offered Securities”) for Lessee’s review, and the proposed purchase price per Share (the “Offer Price”) (which Lessee shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for have thirty (30) days from receipt of such notice to review these records. Lessee shall have sixty (the “Offer Period”60) days after receipt of Lessor’s notice to submit a written offer to Lessor for the purchase of the property to be sold. Should Lessee fail to timely submit an offer to purchase such Offer Notice property, then Lessee shall be deemed to have waived its right of first offer for such property (subject to its reinstatement as provided below). Lessor shall have thirty (30) days from receipt of Lessee’s written offer to elect to sell the property to Lessee or to seek offers from other parties. Failure by the Other ShareholderLessor to timely respond to Lessee’s written offer shall be deemed to be a rejection of Lessee’s offer. During the Offer PeriodIf Lessor accepts Lessee’s offer, the Other Shareholder Parties shall promptly commence preparation of the closing documents. If Lessor does not accept Lessee’s offer, then Lessor shall have a period of six (6) months after such rejection in which to enter into a bona fide purchase and sale agreement to sell such property to another party, provided Lessor shall not agree to sell such property to any other party unless their offer is at least ten percent (10%) greater in value than the offer submitted by Lessee. In the event Lessor has not entered into a bona fide purchase and sale agreement with another party within six (6) months from rejecting Lessee’s offer, or the waiver by Lessee’s of its right of first offer as described above, then Lessee shall once again have the right to accept such of first offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment property under the same terms and conditions described above. Any exercise or failure to exercise this right of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities first offer with respect to which a Notice some but not all of Acceptance was giventhe Refinery, or Lessor’s sale under this provision of some but not all of the Prospective Seller Refinery to another party, shall not be obligated deemed to sell any Offered Securities limit, impair, restrict or inhibit Lessee’s right of first offer with respect to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration remainder of the Offer Period or such longer period (up Refinery. Any offer made by Lessee under this Article XIII shall be held confidential by Lessor and will not be disclosed to any prospective purchasers of the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer NoticePremises.

Right of First Offer. (a) The Subject to Section 3.3(i), before any Shares may be Transferred, by any Stockholder or any of their respective transferees (provided that in each case such transferee shall have agreed in writing to be bound by and comply with the provisions of this Agreement affecting the Shares so transferred) (a “Selling Stockholder”), such Shares shall be first offered as set forth in this Section 3.05 shall survive the IPO3.3. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, The Selling Stockholder shall deliver a Shareholder notice (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Stockholder Notice”) thereof to FoundryCo and the other Shareholder Corporation stating (the “Other Shareholder”)A) such Selling Stockholder’s bona fide intention to Transfer such Shares, which notice shall set forth all of the material terms and conditions, including (B) the number of Securities proposed such Shares to be sold Transferred, and (C) the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (for which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers such Selling Stockholder proposes to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Transfer such Shares. (c) The Within fifteen (15) days after receipt of an Offer Notice by the Other Shareholder Stockholder Notice, the Corporation shall constitute an offer by the Prospective Seller to sell deliver to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days Selling Stockholder and the other Stockholders a notice (the “Offer PeriodCorporation Notice”), together with a copy of the Stockholder Notice, stating the number of Shares the Corporation elects to purchase, if any. (d) after receipt If the Corporation has elected to purchase less than all of such Offer Notice by the Other Shareholder. During Shares set forth in the Offer PeriodStockholder Notice, the Other Shareholder Stockholders (other than the Selling Stockholder) shall have the right to accept purchase the remaining available Shares (the “Remaining Shares”) at the price set forth in the Stockholder Notice. Such right shall be exercisable by such offer Stockholders on a pro rata basis, based on the number of shares of Common Stock then held by such Stockholders (assuming the conversion of Series A Preferred Stock and Series C Preferred Stock, as applicable) in relation to any or the number of shares of Common Stock then held by all Stockholders other than the Selling Stockholder (assuming the conversion of the Offered Securities Series A Preferred Stock and Series C Preferred Stock, as applicable). Such right shall be exercised by giving delivery of a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to Corporation and the expiration Selling Stockholder within forty-five (45) days following delivery of the Offer PeriodCorporation Notice, which notice shall specify stating the number of Offered Securities Shares to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event the Stockholders do not exercise their purchase option within such forty-five (45) day period with respect to all of the Remaining Shares, the Secretary of the Corporation shall, within two (2) business days following expiration of such period, give written notice of that fact to all the Stockholders who or which exercised their purchase option within the forty-five (45) day period specified in Section 3.3(d) (the “Second Stockholder Notice”). The Second Stockholder Notice shall specify the number of Remaining Shares not purchased by the Stockholders (the “Final Remaining Shares”), and such Stockholders who exercised their purchase option within the forty-five (45) day period specified in Section 3.3(d) shall have an additional option, for a period of ten (10) days following receipt of the Second Stockholder Notice to purchase (on a pro rata basis) all or any part of the balance of the Final Remaining Shares on the terms and conditions set forth in the Stockholder Notice, which option shall be exercised by the delivery of written notice to the Secretary of the Corporation within such ten (10) day period. (f) The closing of the purchase of Shares by the Corporation and/or the Stockholders pursuant to this Section 3.3 shall be effected at the offices of the Corporation (or such other place as may be agreed upon in writing by the parties) (i) if the Other Shareholder shall not have Corporation has elected during the Offer Period to purchase all of the Offered Securities or Shares proposed to be sold by the Selling Stockholder, on the fifth business day following delivery of the Corporation Notice and (ii) if the Other Shareholder shall have failed Corporation has elected to consummate a purchase less than all of Securities with respect the Shares proposed to which a Notice be sold by the Selling Stockholder, on the fifth business day following expiration of Acceptance was giventhe forty-five (45) day period described in the preceding paragraph (d) or, if applicable, the Prospective Seller ten (10) day period described in the preceding paragraph (e). Delivery of certificates duly endorsed for transfer or accompanied by a duly executed stock power shall not be obligated made against receipt of the purchase price therefor, as specified in the Stockholder Notice, payable by certified or cashier’s check or wire transfer to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of an account designated by the Prospective Seller Selling Stockholder. (Ag) If all of the Shares are not elected to be purchased by the Corporation and/or the Stockholders, as provided in this Section 3.3, the Selling Stockholder may Transfer the balance of the Shares to any person named in the Stockholder Notice at the price specified therein or at a higher price at any time within ninety (90) days after the expiration of the Offer Period date of the Corporation Notice; provided, however, that any such sale is in accordance with the terms and conditions hereof Any Transfer after such ninety (90) day period or such longer period (up on terms more favorable to the maximum period permitted by applicable Lawproposed Transferee than described in the Stockholder Notice shall be subject again to this Section 3.3. (h) as would The Corporation shall not be required (i) to transfer on its books any Shares which shall have been Transferred in violation of any of the provisions set forth in this Section 3.3 or (ii) to treat as owner of such Shares, or to accord the right to vote or receive dividends as such owner, any Transferee to whom such Shares shall have been so transferred. (i) Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.3 shall not apply to a Transfer of any Shares by a Stockholder to any Permitted Transferee. (j) The right of first offer set forth in Section 3.3 shall be binding upon any transferee of Shares acquired in a transaction which complies with this Section 3.3. Prior to consummation of such transfer, each such transferee or its legal representative shall execute and deliver documents in form and substance reasonably satisfactory to the Corporation assuming the rights and obligations of a Stockholder under this Agreement with respect to the HSR Act or other applicable Lawtransferred Shares. (k) The right of first offer set forth in this Section 3.3 may be waived by the written consent of the holders of (i) at least seventy percent (70%) of the then outstanding shares of Common Stock (assuming the conversion of the Series C Preferred Shares and the Series A Preferred Shares into Common Stock, if applicable) held by all Stockholders and (Bii) at a price not less than least fifty percent (50%) of the Offer Price included then outstanding shares of Series C Preferred Stock. (l) Notwithstanding anything in this Section 3.3 to the Offer Noticecontrary, the right of first offer set forth in this Section 3.3 shall terminate on the Termination Date.

Right of First Offer. 10.1 Prior to a Transfer by any Recipient (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Periodin any case, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other ShareholderSelling Recipient”), which notice shall set forth to any Person of all or a portion of the material terms and conditions, including the number of Securities proposed to be sold its Shares (the “Offered Securities”), the Selling Recipient, shall first deliver to each Investor Shareholder (each, a “Non-Selling Shareholder”) and the proposed purchase price per Share written notice (the “Offer PriceROFO Notice”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers of its bona fide intention to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer PeriodSecurities, which notice ROFO Notice shall specify disclose the number of Offered Securities to be purchased by Transferred, the Other Shareholder. Alternativelypurchase price of each share that the Selling Recipient would accept in respect of such Offered Securities, if and all other material terms and conditions of the threshold proposed Transfer. 10.2 Each Non-Selling Shareholder may elect to purchase its pro rata portion of the Offered Securities upon the same price per share and other material terms and conditions as those set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to ROFO Notice by delivering a Third Party written notice (the an “Tag Along OfferAcceptance Notice”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale election to the Other Shareholder shall take place not later than ten Selling Recipient and the Company within thirty (1030) days after the ROFO Notice has been delivered (the “Exercise Period”). If any Non-Selling Shareholder delivers an Acceptance Notice to the Selling Recipient and the Company within the Exercise Period, such Acceptance Notice shall constitute an irrevocable binding obligation of the Non-Selling Shareholder(s) to purchase the Offered Securities covered by such Acceptance Notice on the same price per share and other material terms and conditions as set forth in the ROFO Notice (or as otherwise mutually agreed by the parties thereto). Each Non-Selling Shareholder may apply in its Acceptance Notice to acquire Offered Securities in excess of its pro rata portion of the Offered Securities. If any Non-Selling Shareholder has applied to acquire less than its pro rata portion of the Offered Securities, or failed to deliver an Acceptance Notice within the Exercise Period, the excess shall be offered on a pro rata basis (as nearly as may be) to each Non-Selling Shareholder which has applied to acquire Offered Securities in excess of its pro rata portion, in proportion to the number of Shares held by all Non-Selling Shareholders which have so applied (the “Residual Allocation”). 10.3 Upon the delivery by a Non-Selling Shareholder of an Acceptance Notice, such Non-Selling Shareholder and the Selling Recipient shall be required to enter into a definitive agreement to purchase the Offered Securities covered by such Acceptance Notice within thirty (30) days (subject to obtaining any Requisite Consents and the terms of Clause 17.3) following the expiration of the Offer Exercise Period on the same price per share and other material terms and conditions as set forth in the ROFO Notice (unless a later date shall be required under or as otherwise mutually agreed by the HSR Act or other applicable Lawparties thereto). Upon the consummation of In addition, each Recipient shall take all other Necessary Action to consummate such purchase and sale, including entering into such additional agreements as may be necessary or appropriate. 10.4 If any Non-Selling Shareholder fails to deliver an Acceptance Notice to the Prospective Seller Selling Recipient during the Exercise Period with respect to any Offered Securities, and such Offered Securities are not subsequently allocated in connection with the Residual Allocation, then: (a) the Investor Shareholders and the Selling Recipient shall take all Necessary Action to cause the Company to, within 7 days of the later of (ix) the end of the Exercise Period and (y) the conclusion of the Residual Allocation process (if any), provide the Selling Recipient and the Investor Shareholders with a then-current list of Competitors, which shall be used to determine if a Third Party Purchaser (as defined below) is an Eligible Shareholder (with respect to clauses (iii) and (iv) of the definition of Eligible Shareholder herein) pursuant to Clause 7; (b) subject to Clause 10.9 below, the Investor Shareholders and the Selling Recipient shall take all Necessary Action to cause the Company to provide the Selling Recipient with the price term appearing in any ROFO Notices received by the Company within the previous 12 months; provided however that, for the avoidance of doubt, such information shall not include any information regarding transactions that occur pursuant to that certain Put and Call Option Agreement, dated as of [●] [●], 2024, by and among AFKLM, Castlelake and Xxxx); and (c) the Selling Recipient shall, subject to the Third Party Purchaser having been confirmed as an Eligible Shareholder pursuant to Clause 7, be free to Transfer all of such Offered Securities to such third party (a “Third Party Purchaser”); provided that the Transfer of such Offered Securities must be effected at a price equal to or higher than the price contained in the ROFO Notice delivered to the Non-Selling Shareholders and on terms and conditions that are no less favorable, in the aggregate, to the Selling Recipient, than the terms and conditions set forth in the ROFO Notice (excepting the inclusion of customary representations and warranties given to the Third Party Purchaser that would not customarily be given to an existing Investor Shareholder), and the Selling Recipient must consummate such Transfer within one hundred eighty (180) days (the “ROFO Outside Date”) following the expiration of the Exercise Period; provided, however, that, if on the ROFO Outside Date, the Transfer shall not have been consummated because of a failure to obtain a required regulatory approval in respect of such Transfer (but all other conditions to consummating such Transfer shall have been satisfied or waived (or are capable of being satisfied on such date)), then the ROFO Outside Date shall be automatically extended on one occasion only by an additional ninety (90) days. If the Transfer of such Offered Securities to a Third Party Purchaser shall have not been consummated on or prior to the ROFO Outside Date, such Offered Securities shall again become subject to all restrictions of this Clause 10 and the Selling Recipient shall be required to again deliver a ROFO Notice in respect of such Offered Securities in accordance with this Clause 10. 10.5 Notwithstanding anything herein to the contrary, the following Transfers shall not be subject to the rights set forth in this Clause 10: (a) any Permitted Transfer; (b) any Transfer of Shares pursuant to the rights set forth in Clause 11 or, subject to prior compliance with this Clause 10, Clause 12; and (c) any Transfer of Shares of the Company which is made following an IPO. 10.6 Notwithstanding anything herein to the contrary, (a) if any Transfer of Offered Securities to a Third Party Purchaser in accordance with this Clause 10 would result in such Third Party Purchaser owning 5% or more of the Shares, such Third Party Purchaser shall, within 5 Business Days of such Transfer, deliver to the Other Company and each Investor Shareholder a written notice containing all information that would be required to be disclosed under a beneficial ownership report pursuant to Section 13(d) of the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement Exchange Act if such a report were required to be delivered by such Third Party Purchaser with respect to such Transfer, and (b) no Third Party Purchaser shall be Transferred Offered Securities against payment under this Clause 10 which would result in such Third Party Purchaser, directly or indirectly through its Affiliates or otherwise, whether individually or as a member of a “group” (as defined in Section 13(d)(3) of the purchase price contained in Exchange Act) owning more than 9.9% of the OfferShares, without the prior written approval of the Board. 10.7 For purposes of this Clause 10, “pro rata portion” means, with respect to any Non-Selling Shareholder, the fraction, expressed as a percentage whose numerator is the total number of Shares then held by such Non-Selling Shareholder and whose denominator is the total number of issued and outstanding Shares held by all Non-Selling Shareholders. 10.8 The sale and purchase of Shares pursuant to this Clause 10 shall take place in accordance with Clause 17 (Completion of Share Transfers). 10.9 The Selling Recipient(s) acknowledge that (a) the information provided to the Selling Recipient(s) under Clause 10.4(b) will be provided to the Selling Recipient(s) for informational purposes only, (b) the Investor Shareholders may now possess and may hereafter possess certain non-public information concerning the Company and its Affiliates and/or the Offered Securities that may or may not be independently known to the Selling Recipient, including, but not limited to, information regarding financial forecasts, future capital expenditures and business strategy (the “Investors’ Non-Public Information”), which may constitute material information with respect to the Company and its Affiliates, (c) the Investor Shareholders have not disclosed, and do not intend and have no obligation under Clause 10.4(b) or otherwise to disclose to the Selling Recipient(s) the Investors’ Non-Public Information, (d) the Investor Shareholders have no duty to disclose further information or update any information that they may have provided to the Selling Recipient(s) under Clause 10.4(b), and (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period Investor Shareholders are relying on this Clause 10.9 in their decision to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeenter into this Agreement.

Right of First Offer. (a) The provisions If the Company desires to Transfer any Portfolio Company Securities or any other assets or any controlled Portfolio Company desires to transfer all or substantially all of this Section 3.05 shall survive its assets (collectively, including Portfolio Company Securities, “ROFO Assets”) to any Person (other than (i) the IPO. Transfer by the Company of Portfolio Company Securities and (bii) Following the end Transfer by a Portfolio Company of assets that, in each case, have been pledged, encumbered or hypothecated to secure any Debt of the Restricted Period, except as provided for applicable Portfolio Company upon the exercise of remedies in Section 3.03(brespect thereof), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller Company shall deliver a written give notice (an “Offer Notice”) thereof to FoundryCo Comcast Shareholder that the Company or such Portfolio Company desires to make such a Transfer and the other Shareholder (the “Other Shareholder”), which notice shall set that sets forth all of the material terms and conditions, including the number and kind of Securities ROFO Assets proposed to be sold Transferred by the Company or such Portfolio Company (the “Offered SecuritiesROFO Assets”) and ), the proposed purchase price per Share at which the Company or such Portfolio Company proposes to Transfer such Offered ROFO Assets (the “Offer Price”) and any other material terms and conditions of the proposed Transfer; provided, however, that the Company shall not be required to give an Offer Notice to Comcast Shareholder with respect to (which and Comcast Shareholder shall have no right under this Section 9.01 with respect to) the proposed Transfer of any Portfolio Company Securities if the Portfolio Company issuing such Portfolio Securities is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in the definition of the term “Subsidiary” in Section 1.01 were deleted) and the rights of Comcast under this Section 9.01 would be payable inconsistent with the terms of such Portfolio Securities or any contractual or other legally binding provision applicable to the Company or any of its Subsidiaries or to such Portfolio Securities; provided, further, that in connection with an Investment in a Portfolio Company that is not a Subsidiary of the Company (assuming solely for this purpose that the last sentence in cash or freely marketable securities the definition of the term “Subsidiary” in one lump sum paymentSection 1.01 were deleted), on which if the Prospective Seller offers Manager determines in its good faith discretion that it would be reasonably likely through the exercise of commercially reasonable efforts to sell be able to make such Investment without accepting any such inconsistent terms or provisions so as to preserve Comcast Shareholder’s rights under this Section 9.01, then the Offered Securities Company shall use commercially reasonable efforts to FoundryCo and the Other make such Investment without accepting any such inconsistent terms or provisions. (b) The giving of an Offer Notice to Comcast Shareholder shall constitute an offer (the “Offer”). (c) The receipt of an Offer Notice by the Other Company or such Portfolio Company to Transfer all (but not less than all) of the Offered ROFO Assets to Comcast Shareholder or an Affiliate of Comcast Shareholder designated by Comcast Shareholder (“Comcast ROFO Purchaser”) for cash at the Offer Price applicable to such Offered ROFO Assets and otherwise on the terms and conditions set forth in the Offer Notice. Comcast ROFO Purchaser shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (have a 30) days -day period (the “Offer Period”) after receipt in which to accept such Offer by giving a notice of acceptance to the Company prior to the expiration of such Offer Notice by Period. If Comcast ROFO Purchaser fails to notify the Other Shareholder. During the Offer PeriodCompany, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller acceptance of the Other Shareholder’s interest terms of the Offer, Comcast ROFO Purchaser shall be deemed to have declined the Offer with respect to such portion of the Offered ROFO Assets. (c) The Company shall provide, and shall cause any controlled Portfolio Company and use reasonable best efforts to cause any other Portfolio Company to provide, to Comcast ROFO Purchaser all information it may reasonably request in selling along with the Prospective Seller course of determining whether to a Third Party (the “Tag Along accept any Offer”) pursuant to Section 3.07. (d) The consummation If Comcast ROFO Purchaser elects to purchase any Offered ROFO Assets, Comcast ROFO Purchaser shall purchase and pay, by wire transfer of immediately available funds to an account designated by the Company, for such Offered ROFO Assets within 20 Business Days after the date on which Comcast ROFO Purchaser accepted the Offer pertaining to such Offered ROFO Assets; provided that, if the Transfer of such Offered ROFO Assets is subject to any prior regulatory approval, the time period during which such purchase by and sale to the Other Shareholder Transfer may be consummated shall take place not later than ten (10) days after be extended until the expiration of the Offer Period (unless five Business Days after all such approvals shall have been received; provided, further, that in lieu of a later date shall be required under the HSR Act or other applicable Law). Upon the consummation payment of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement cash by Comcast ROFO Purchaser with respect to such Securities against Offered ROFO Assets, at the written request of the Comcast ROFO Purchaser, Comcast ROFO Purchaser and the Company agree to use commercially reasonable efforts to devise and implement an alternative structure to Transfer such Offered ROFO Assets to Comcast ROFO Purchaser in a tax-efficient manner, provided such alternative structure places ManagementCo Shareholder in the same economic position (taking into account the tax consequences of the alternative structure as compared to the tax consequences of a payment of cash by Comcast ROFO Purchaser) as if Comcast ROFO Purchaser had purchased such Offered ROFO Assets in cash. Comcast ROFO Purchaser, the purchase price contained Company and all Shareholders of the Company shall cooperate, and the Company shall use commercially reasonable efforts to cause the Portfolio Company to cooperate, in the Offergood faith in implementing any alternative structure agreed to pursuant to this Section 9.01(d). (e) In With respect to any Offered ROFO Assets, upon the event that earlier to occur of (i) the Other Shareholder shall not have elected during rejection of the Offer Period pertaining to purchase all the such Offered Securities or ROFO Assets by Comcast ROFO Purchaser and (ii) the Other Shareholder ultimate failure to obtain any required consent or regulatory approval for the purchase of such Offered ROFO Assets by Comcast ROFO Purchaser, the Company or the applicable Portfolio Company shall have failed a 270-day period during which to consummate effect a purchase Transfer of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any such Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) ROFO Assets at a price not less than 95% of the Offer Price included and otherwise on terms no less favorable to the Company or the applicable Portfolio Company than those set forth in the Offer NoticeNotice (other than in an immaterial respect); provided that, if the Company or the applicable Portfolio Company enters into a definitive agreement providing for the Transfer within such 270-day period and the Transfer is subject to regulatory approval, such 270-day period shall be extended until the expiration of five Business Days after all such approvals shall have been received, but in no event shall such regulatory extension exceed 120 days. If the Company or any Portfolio Company does not consummate the Transfer of any of the Offered ROFO Assets in accordance with the foregoing time limitations, then the right of the Company or such Portfolio Company to effect the Transfer of such Offered ROFO Assets pursuant to this Section 9.01(e) shall terminate and the Company and such Portfolio Company shall again comply with the procedures set forth in this Section 9.01(e) with respect to any proposed Transfer of Offered ROFO Assets to any Person.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive From the IPO. (b) Following date hereof until the end day following the six-month anniversary of the Restricted Period, except as provided for in Section 3.03(b), if at any time during date of the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third PartiesClosing, the Prospective Seller Company shall deliver a written notice (an “Offer Notice”) thereof not issue or sell, or agree to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all issue or sell any equity securities of the material terms and conditionsCompany or any of its subsidiaries (or any security convertible into or exercisable or exchangeable, including directly or indirectly, for equity securities of the number Company or any of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”its subsidiaries) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which "Future Offerings") unless the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder Company shall have the right first delivered to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than each Purchaser at least ten (10) business days after prior to the expiration closing of such Future Offering, written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing each Purchaser and its affiliates an option during the ten (10) business day period following delivery of such notice to purchase up to the full amount of the Offer Period securities being offered in the Future Offering on the same terms as contemplated by such Future Offering [on a pro-rata basis to all other purchasers of the Company's Common Stock pursuant to the Agreement between the Company and certain investors for $__________ and the Additional Financing] (unless a later date shall be required under the HSR Act or other applicable Lawlimitations referred to in this sentence are collectively referred to as the "Capital Raising Limitations"). Upon the consummation of such purchase and sale; provided that if oversubscribed, the Prospective Seller shall (i) deliver Future Offering will be allocated to the Other Shareholder Purchaser pro rata in proportion to the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all amount of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a initial purchase of Securities hereunder. The Capital Raising Limitations shall not apply to the Additional Financing referred to in Section 2.10 or any transaction involving issuances of securities in connection with respect a merger, consolidation, joint venture, asset acquisition, license agreement, strategic alliance, grant or exercise of options to which a Notice of Acceptance was givenor by employees, consultants or directors. In addition, the Prospective Seller Capital Raising Limitations also shall not be obligated to sell any Offered Securities apply to the Other Shareholder andissuance of securities upon exercise or conversion of the Company's options, subject to its warrants or other convertible securities outstanding as of the date hereof, the grant of additional options or warrants, or the issuance of additional securities, under any employee, director or consulting stock option, stock purchase or restricted stock plan of the Company or any firm commitment underwritten public offering. This Section 4.5 shall not limit the Company's obligations under Section 3.06 4.4 above. The Company shall prohibit any Common Stock or other security issued by the Company subject to the Capital Raising Limitations but not purchased by any Purchaser from being converted, exercised or resold until the day following the six-month anniversary of the date of the Closing and 3.07shall take all actions necessary (including, shall have without limitation, the right to sell the Offered Securities (the “Unaccepted Securities”issuance of a stop transfer order) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or effect such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeprohibition.

Right of First Offer. (a) The provisions For a period of this Section 3.05 three years following the Closing Date, in the event Parent wishes to dispose of Galway or all or a substantial part of its personal lines insurance business, Parent shall survive not negotiate with any prospective purchaser or entertain an offer unless Parent first provides Purchaser the IPOopportunity to present an offer to purchase Galway or the portion of Galway's business that is to be offered for sale. (b) Following the end If Parent decides to offer for sale Galway or all or a substantial part of the Restricted PeriodGalway's personal lines insurance business, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder Parent shall give written notice to Purchaser (the “Prospective Seller”"Sale Notice") desires which Sale Notice shall invite Purchaser to effect a Sale of Securities make an offer to a Third Party Parent for Galway or Third Partiesthe business or portion thereof that is to be offered for sale. Purchaser shall have the right, the Prospective Seller shall deliver a exercisable by giving written notice (an “Offer the "Exercise Notice”") thereof within a period of 30 days following receipt of the Sale Notice, to FoundryCo and the other Shareholder make a bona fide proposal to Parent to purchase Galway or all or a substantial part of its personal lines insurance business (the “Other Shareholder”"Purchaser Offer"), which notice shall set forth all . The failure of Purchaser to deliver a Purchaser Offer within 30 days following receipt of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which Sale Notice shall be payable solely deemed an election by Purchaser not to exercise its right of first offer provided in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)this Section 9.07. (c) The receipt In the event that the Exercise Notice contains a Purchaser Offer, for a period of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) 30 days (the “Offer Period”) after following Parent's receipt of such Offer Notice by the Other ShareholderExercise Notice, Purchaser and Parent shall negotiate in good faith to agree on definitive terms and conditions in respect of Purchaser Offer. During the Offer PeriodIf Purchaser and Parent are unable to agree on such terms and conditions despite their good faith effort to do so, the Other Shareholder then Parent may pursue superior offers from any other party or parties and Purchaser's right of first offer hereunder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07terminate. (d) The consummation Payment by Purchaser to Parent under this Section 9.07 shall be made at a closing to be held within ten days of any such purchase by Purchaser's and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration Parent's agreement on terms of the Offer Period sale in accordance with paragraph (unless a later date c) above (or, if payments are to be deferred under the terms of such offer, an initial payment shall be required under made at such closing, unless otherwise provided by the HSR Act or other applicable Law). Upon the consummation terms of such purchase and sale, the Prospective Seller shall (i) deliver offer); provided that if any governmental or regulatory approvals or clearances required to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement be obtained in connection with respect such transaction have not been obtained on or prior to such Securities against payment of the purchase price contained in the Offertenth day, then such closing shall be held as promptly as practicable after such approvals and clearances have been obtained. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. Until the Restrictive Covenant Termination Date, CIC shall not (ai) The offer, sell, contract to sell or otherwise issue or deliver or dispose of any debt or any Common Shares or other equity securities or any securities which are convertible into or exchangeable for its Common Shares or other equity securities or any convertible security, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of Common Shares or other equity securities (other than in a bona-fide underwritten primary public offering and other than shares or options issued or which may be issued pursuant to CIC's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the Closing Date listed in the SEC Documents), or (ii) obtain any financing from any third party (excluding trade payables incurred in the ordinary course of business consistent with past practices), unless such offer, sale, issuance or financing ("Financing Transaction") is first offered to the Investors. CIC shall make such offer by providing each Investor with written notice of CIC's intention to enter into the Financing Transaction together with a term sheet containing the economic terms and significant provisions of this Section 3.05 shall survive the IPO. (b) Following Financing Transaction and any other information reasonably requested by the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder Investors (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”"Offer"), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty given with respect to each Financing Transaction contemplated by CIC. The Investors shall have ten (3010) business days (the “Offer Period”) after from receipt of the Offer to deliver a written notice to CIC that the Investors wish to accept the Offer (subject to satisfactory due diligence and reasonably acceptable definitive documentation) for the Financing Transaction. If the Investors reject the Offer or fail to respond within such ten (10) business day period, then CIC shall be permitted to complete such Financing Transaction without the Investors on terms and conditions substantially the same as those contained in the Offer. If any Financing Transaction is contemplated on terms and conditions not substantially the same as those contained in the Offer Notice or with proposed definitive documentation not substantially the same as that proposed by CIC with respect the Offer, then such Financing Transaction shall be deemed a new Financing Transaction and the Investors shall again be entitled to receive an Offer for such Financing Transaction on such new terms and conditions (and/or with such new definitive documentation if applicable). If the Investors accept the Offer but fail to close the Financing Transaction within twenty (20) business days of acceptance of the Offer for any reason other than any breach by CIC of its obligations hereunder, any delay by CIC or reasonable delay in connection with execution of definitive documentation, failure of the parties to reasonably agree on definitive documentation or reasonable dissatisfaction by the Other Shareholder. During Investors with their due diligence examination, the Offer Periodto the Investors shall terminate and the Investors shall not be entitled to receive any Offer in any future Financing Transaction, this being in addition to any other rights or remedies CIC may have against the Other Shareholder Investors for their failure to close such Financing Transaction. As among the Investors, each Investor shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included participate in the Offer Noticeto the full extent of the Offer, provided that if such Offer is oversubscribed by the Investors, each Investor shall only be entitled to participate in the Offer up to its pro rata share.

Right of First Offer. Seller hereby grants on behalf of itself and any Selling Parties to Purchaser a right of first offer (a“Right of First Offer”) The provisions for a period of this Section 3.05 shall survive one hundred eighty (180) days after the IPO. Closing Date (bthe “ROFO Period”) Following the end of the Restricted Periodwith respect to Other Mining Property. If, except as provided for in Section 3.03(b), if at any time during the term of this AgreementROFO Period, a Shareholder Selling Party (or Selling Parties) decides to sell or lease any or all of the Other Mining Property to an unrelated third party, such Selling Party (or Selling Parties) shall give written notice thereof to Purchaser specifying the following: (i) the notice address for such Selling Party (or Selling Parties); (ii) year-to-date financial statements (if available); (iii) most recent year-end financial statements (if available); (iv) subject facility or property and mining data; and (v) IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 whether such Selling Party (or Selling Parties) seeks a sale or a lease of such Other Mining Property and any particular minimum or required terms as determined by MIG’s Board of Directors (the “Prospective SellerSelling Party ROFO Notice”). Within fourteen (14) desires to effect a Sale days after Purchaser’s receipt of Securities to a Third the Selling Party or Third PartiesROFO Notice, the Prospective Seller Purchaser shall deliver a written notice to the applicable Selling Party (an “or Selling Parties) in accordance with the Selling Party ROFO Notice exercising Purchaser’s Right of First Offer Notice”) thereof with respect to FoundryCo the subject Other Mining Property and agreeing to purchase or lease the other Shareholder (the “subject Other Shareholder”), which notice shall set forth all of the material Mining Property on substantially similar terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely those contained in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder this Agreement (the “Offer”). , but with business terms provided that would be acceptable to Purchaser. If Purchaser timely delivers the Offer, then Selling Party (cor Selling Parties) The receipt of an shall review the Offer Notice by and decide whether or not to sell or lease the Other Shareholder shall constitute an offer by Mining Property on the Prospective Seller to sell to terms contained in the Other Shareholder. Such Offer shall be irrevocable for thirty within ten (3010) days (the “Offer Period”) after of its receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Periodand shall deliver such decision, which notice in writing, to Purchaser during such ten (10) day period. Should the applicable Selling Party (or Selling Parties) decide to accept Purchaser’s Offer, then Selling Party (or Selling Parties) and Purchaser shall specify the number of Offered Securities in good faith enter into a purchase agreement (or lease agreement) on terms reasonably similar to be purchased by the Other Shareholder. Alternatively, if the threshold those set forth in Section 3.07(bthis Agreement and the Offer, but modified for such sale or lease, as the case may be. Should (1) is metPurchaser fail to timely deliver its Offer, or (2) the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third applicable Selling Party (the “Tag Along or Selling Parties) reject or decline such Offer”, then Purchaser’s Right of First Offer only with respect to such subject Other Mining Property under this Section 18.02 shall be deemed null and void, and Seller Party (or Selling Parties) pursuant shall be free to Section 3.07. sell or lease such Other Mining Property to an unrelated third party within one hundred twenty (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10120) days after the expiration of the fourteen (14) day period (if Purchaser fails to timely deliver the Offer) or the ten (10) day period (if Purchaser timely delivers the Offer Period and Seller Party (unless a later date or Seller Parties) reject or decline such Offer), as the case may be and prescribed herein, and upon terms substantially similar to Purchaser’s Offer, but in no event shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (eor lease rental) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the amount set forth in Purchaser’s Offer, if given. Should the one hundred twenty (120) day period pass without such sale or lease occurring, the terms of this Right of First Offer Price included shall continue in full force and effect as to the Offer subject Other Mining Property, and the applicable Selling Party (or Selling Parties), if it desires to sell or lease such Other Mining Property during the ROFO Period, shall again comply with all the terms of this Section 18.02. In addition to the foregoing, during the fourteen (14) day period after Purchaser’s receipt of the Selling Party ROFO Notice, starting with the date of the receipt of the Selling Party ROFO Notice, the applicable Selling Party (or Selling Parties) shall permit Purchaser and its agents reasonable access during business hours to the subject Other Mining Property from time to time for the purpose of inspecting, studying, measuring and otherwise analyzing the same. Any sale or lease of the Other Mining Property in violation of the terms of this Agreement shall be null and void.

Right of First Offer. Horsham Valley, Inc. (a) The provisions "Horsham Valley"), the -------------------- owner of this Section 3.05 shall survive an adjoining parcel containing approximately 6.763 acres less approximately three acres required by Landlord to construct an office building for the IPO. tenant presently occupying Premises "B" (b) Following the end "Parcel"), has agreed to grant Tenant a right of first offer upon the sale or lease of the Restricted Period, except as provided for in Section 3.03(b), if at any time during Parcel. In the term of this Agreement, a Shareholder (the “Prospective Seller”) event Horsham Valley desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt Parcel, Horsham Valley shall so notify Tenant of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller its intent to sell to the Other ShareholderParcel. Such Offer shall be irrevocable for thirty If Tenant notifies Horsham Valley within five (305) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance Tenant's desire to purchase the Parcel, Horsham Valley and Tenant shall thereafter negotiate in good faith the terms and conditions upon which Horsham Valley is willing to sell the Parcel to Tenant and Tenant is willing to purchase the Parcel from Horsham Valley. In the event the parties are unable to enter into a mutually- satisfactory Agreement of Sale within sixty (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (1060) days after Tenant's notice to Horsham Valley or in the expiration event Tenant fails to notify Horsham Valley of its interest in purchasing the parcel within five (5) days after receipt of Horsham Valley's notice of its intent to sell, then Horsham Valley shall be free to sell Parcel to any other purchaser. In addition, in the event Horhsam Valley desires to construct an office building for lease to third parties on the Parcel, Horsham Valley shall so notify Tenant. Tenant shall have five (5) days after receipt of such notice to advise Horsham Valley of its desire to enter into a lease for a build-to-suit office building to be constructed by Horsham Valley on the Parcel. Horsham Valley and Tenant shall thereafter negotiate in good faith the lease of the Offer Period (unless a later date shall building to be required under constructed by Horsham Valley on the HSR Act or other applicable Law)Parcel. Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that the parties are unable to enter into a mutually-satisfactory lease within sixty (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (9060) days after the expiration of the Offer Period Tenant's notice to Horsham Valley or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticeevent Tenant fails to notify Horsham Valley of its interest in leasing the building within five (5) days after receipt of Horsham Valley's notice of its intent to build an office building, then Horsham Valley shall be free to lease the building to any other tenant or tenants.

Right of First Offer. (a) The provisions If at any time after the Closing the Purchaser or any of its Subsidiaries (including the Company) determines to, directly or indirectly, (i) close or significantly reduce production at the Brotas 1 Facility, or (ii) cease or significantly reduce the production of [*] (each, a “Facility Closure”), the Purchaser shall, or shall cause the applicable Subsidiary to, first offer to sell the Brotas 1 Facility for [*] in cash (the “Facility Price”) to the Seller or one of its Subsidiaries, which offer shall be conducted in accordance with the procedures set forth in this Section 3.05 shall survive the IPO5.17. (b) Following the end of determination by the Restricted PeriodPurchaser or the applicable Subsidiary to effect a Facility Closure, except as provided for in Section 3.03(b)the Purchaser shall, if at any time during or shall cause the term of this Agreementapplicable Subsidiary to, deliver a Shareholder written offer (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Facility Offer Notice”) thereof to FoundryCo the Seller offering to sell the Brotas 1 Facility to the Seller for the Facility Price and assign to the other Shareholder Seller any then-active Key Supply Contracts. During the ninety (90) day period (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Review Period”) after receipt following the delivery of such the Facility Offer Notice by the Other Shareholder. During the Offer PeriodNotice, the Other Shareholder Purchaser and the applicable Subsidiary shall have provide the right to accept such offer as to any or all of Seller and its agents and Representatives with reasonable access (at the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”Seller’s expense and during operating hours) to the Prospective Seller prior to the expiration of the Offer PeriodBrotas 1 Facility, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall including (i) deliver access to financial and operating data of the Other Shareholder Brotas 1 Facility as the Securities purchasedSeller may reasonably request, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights such access and obligations under this Agreement with respect entry to such Securities against payment the Brotas 1 Facility as the Seller may reasonably request to investigate and assess the condition (including the environmental condition) of the purchase price contained in Brotas 1 Facility. If the Offer. (e) In Seller notifies the event Purchaser that (i) it accepts the Other Shareholder shall not have elected during Facility Offer Notice within such period, the Offer Period Seller will be irrevocably bound to purchase all the Offered Securities or (ii) Brotas 1 Facility for the Other Shareholder Facility Price, and the Parties shall have failed to consummate a purchase the sale and assumption as soon as reasonably practicable following the delivery of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities such notice to the Other Shareholder andPurchaser, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) in any event within ninety (90) days after thereafter. If the expiration Seller fails to notify the Purchaser that it accepts the Facility Offer Notice within such period, then the offer set forth in the Facility Offer Notice will automatically expire at the end of such period and the Purchaser or the applicable Subsidiary may thereafter consummate the Facility Closure. [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In connection with the purchase and sale of the Offer Period or such longer period Brotas 1 Facility pursuant to this Section 5.17, (up x) the Purchaser and the Seller shall negotiate in good faith the terms (including payment(s) to the maximum period permitted Purchaser therefor) of assignments or sublicenses to the Seller of licenses then held by the Purchaser or an applicable Law) as would be required under Subsidiary for the HSR Act or other applicable Lawproduction of farnesene, and (By) at a price not less than the Offer Price included Purchaser and the Seller each hereby agree (and agree to cause their controlled Affiliates) to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the Offer Noticetransactions contemplated by this Section 5.17. The Purchaser, the Seller and their respective Subsidiaries will each bear its own costs and expenses incurred in connection with the right of first offer contemplated by this Section 5.17 and any related sale of the Brotas 1 Facility.

Right of First Offer. (a) The provisions of this Except for the dispositions permitted under Section 3.05 shall survive the IPO. (b3.01(b) Following the end of the Restricted Periodor in a Drag-Along pursuant to Section 4.02, except as provided for in Section 3.03(b)prior to making any Transfer to a Third Party, if at any time during the term of this Agreement, a Shareholder CVPS or Wind Acquisition (the “Prospective SellerOfferor”) desires to effect a Sale Transfer all or any portion of its Company Equity Securities to a Third Party or Third PartiesParty, then the Prospective Seller Offeror shall deliver first make a written notice offer (an the “Offer Notice”) thereof to FoundryCo and sell such Company Equity Securities to Wind Acquisition (in the other Shareholder case where CVPS is the Offeror) or to CVPS (in the case where any of Wind Acquisition is the Offeror) (Wind Acquisition or CVPS, as applicable, the “Other ShareholderOfferee”), which notice . The Offer Notice shall set forth all of forth: (i) the material terms type and conditions, including the number of shares of Company Equity Securities proposed to be sold Transferred (the “Offered Securities”); (ii) and the proposed purchase cash price per Share for the Offered Securities (the “Offer Price”) and all other terms and conditions of the proposed Transfer; and (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers iii) an offer to sell Transfer the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)Offeree pursuant to this Section 3.04. (cb) The For a period of 15 days after receipt of an the Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period), the Other Shareholder Offeree shall have the right to accept such offer as elect to any or exercise its option to purchase, at the Offer Price and on the same terms and conditions contained in the Offer Notice, all but not less than all of the Offered Securities. The Offeree’s option to purchase the Offered Securities hereunder shall be exercisable by giving a delivering written notice of acceptance (the an “Notice of AcceptanceAcceptance Notice”) to the Prospective Seller such effect, prior to the expiration of the Offer Period, which notice shall specify to the number Offeror. The failure of the Offeree to exercise its option to purchase all of the Offered Securities prior to the expiration of the Offer Period shall be deemed to be purchased by a waiver of its right to participate in the Other Shareholder. Alternatively, if purchase of the threshold set forth in Offered Securities pursuant to this Section 3.07(b3.04. (c) is metUnless the Offeree elects to purchase all of the Offered Securities or the Offeror consents to the purchase of less than all of the Offered Securities, the Other Shareholder Offeror shall have the right and option be free to notify the Prospective Seller Transfer all, but not less than all, of the Other Shareholder’s interest in selling along with the Prospective Seller Offered Securities to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale or Third Parties on terms no less favorable to the Other Shareholder shall take place Offeror than the terms set forth in the Offer Notice; provided, however, that if such Transfer is not later than ten (10) consummated on or before 90 days after the expiration of the Offer Period (unless a later date provided, that, if such Transfer is subject to regulatory approval, such 90-day period shall be required under extended until the HSR Act expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the expiration of the Offer Period), the restrictions provided for herein shall again become effective, and no Transfer of such Offered Securities may be made thereafter by the Offeror without again offering the same to the Offerees in accordance with this Section 3.04. (d) The closing of any Transfer of the Offered Securities pursuant to this Section 3.04 shall be held at the principal office of the Company at 10:00 a.m., local time, on or before 90 days after the Offeree’s delivery of an Acceptance Notice (provided, that, if such Transfer is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the delivery of such Acceptance Notice), or at such other time and place as the parties to the transaction may agree. At such closing, the Offeror shall deliver the certificate and other applicable Law). Upon instruments representing the consummation Offered Securities and wire transfer instructions for payment of such purchase and salethe consideration therefor, along with one or more assignment agreements transferring the Prospective Seller shall (i) deliver Offered Securities to the Other Shareholder Offeree in a form reasonably satisfactory to the Offeree, and accompanied by the Offered Securities purchased, to be Transferred shall be free and clear of any Encumbrances Liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable Lawfederal, state and foreign securities laws) and (ii) assign all of its rights the Offeror shall so represent and obligations under this Agreement with respect warrant, and further represent and warrant to such Securities against matters as are customary and usual for such a transaction, including that it is the record and beneficial owner of such Offered Securities, that it has all necessary power and authorization to consummate the Transfer, and that it has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the Transfer. The Offeree shall deliver at such closing by wire transfer of immediately available funds, payment of the purchase price contained in the Offerfull for such Offered Securities. (e) In the event that (i) the Other Shareholder The right of first offer of each of Wind Acquisition and CVPS pursuant to this Section 3.04 shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 transferable by Wind Acquisition and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) CVPS to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at only in connection with a price not less than the Offer Price included in the Offer NoticeQualifying Rights Transfer.

Right of First Offer. If on or before the third (a3rd) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end anniversary of the Restricted PeriodClosing Date, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) Purchaser desires to effect sell its ownership interest in the Premises, other than in the event of (i) a Sale transfer of Securities ownership to an affiliate, or (ii) a Third Party transfer by or Third Partiesin lieu of foreclosure to an unaffiliated institutional lender (including, the Prospective Seller shall deliver a written notice (an without limitation, any so-called “Offer Notice”) thereof to FoundryCo and the other Shareholder (the “Other Shareholderconduit lender”), which notice shall set forth or (iii) a merger, consolidation or sale of all or substantially all of the material terms and conditionsstock or assets of GSI Commerce, including the number of Securities proposed to be sold Inc. (the “Offered SecuritiesGSI”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective then Purchaser shall give Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder written notice of such intention (the “OfferPurchaser’s Notice”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective . In such event, Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of exercise the Offered Securities by giving a written notice of acceptance option set forth below (the “Right to Negotiate Purchase”). 13.1 Seller shall have a period of ten (10) Business Days from receipt of Purchaser’s Notice within which to exercise its Right to Negotiate Purchase by delivery to Purchaser of Acceptancewritten notice (“Seller’s Notice”) stating Seller’s intention to enter into negotiations with Purchaser concerning the Prospective purchase and sale of the Premises. Purchaser and Seller prior shall promptly commence, and pursue in good faith for a period of thirty-five (35) calendar days after Seller’s Notice is given, negotiations in an effort to reach agreement concerning the purchase of the Premises by Seller. If at the expiration of such thirty-five (35) day period, Seller and Purchaser have failed to reach agreement concerning the Offer Periodpurchase by Seller for any reason whatsoever, then Purchaser shall be entitled to sell or transfer the Premises to any third party for a stated purchase price which is not more than two and one-half percent (2 1/2%) less than the purchase price offered by Seller thereafter without any further obligation to Seller. If Purchaser intends to sell the Premises for more than 2.5% less than such purchase price, then Purchaser shall first provide Seller with notice of such intent, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party intended sales price (the “Tag Along OfferIntended Price”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder ). Seller shall take place not later than have ten (10) Business Days from after its receipt of such notice to determine whether or not it wishes to purchase the Property at the Intended Price and to provide Purchaser with notice of its election. If Seller elects to purchase the Property, then, within five business days after Seller provides notice of such election to Purchaser, Seller and Purchaser shall enter into a contract for the purchase and sale of the Property on the same terms as this contract with only such changes as are necessary to reflect the passage of time, that the contract shall not include an option on the Option Parcel, that Seller and Purchaser have switched positions and that the purchase price shall be equal to the Intended Price, and provided that the thirty (30) day “Purchaser’s Review Period” afforded Seller under such contract shall commence upon the expiration of Seller’s ten (10) day election period (rather than on the date of the execution of such contract), and any closing pursuant thereto shall occur within thirty (30) days from after the expiration of such thirty (30) day period. If Purchaser does not enter into a contract of sale and close on a sale of the Offer Property to an unrelated third party within twelve (12) months from the termination of such thirty-five (35) day period (“Open Period”), then Seller’s Right to Negotiate Purchase shall again apply on all of the terms above provided. Notwithstanding the foregoing, such Open Period (unless a later date shall be required under extended (the HSR Act “Open Period Extension”) for a period not exceeding sixty (60) days if a contract of sale is entered into during the eleventh or other applicable Law)twelfth month of the Open Period. Upon The parties acknowledge that any sales price for the consummation Property is likely to be significantly affected by the terms of such purchase and saleany leaseback subject to which Purchaser is offering to sell the Property. Therefore, all references to price in this Section 13 shall include, without limitation, the Prospective economic terms of any leaseback to which the Property will be subject after any sale. 13.2 This Right to Negotiate Purchase is personal to Seller and may not be exercised by or assigned to, either voluntarily or involuntarily, any other person or entity other than an affiliate of Seller or any successor to Seller by merger, reorganization or by purchase of all or substantially all of the assets of Seller. 13.3 If Purchaser acquires the Option Property, the provisions of this Section 13 shall (i) deliver likewise apply to the Other Shareholder Option Property except that if Purchaser is selling both the Securities purchasedProperty and the Option Property, free Seller’s Right to Negotiate Purchase shall apply to and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement may only be exercised with respect to both the Property and the Option Property. If Purchaser has offered the Property and the Option Property to Seller only as a package, then before Purchaser may sell either of such Securities against payment properties separately, Seller’s Right to Negotiate shall apply to each of the purchase price contained in the Offersuch properties separately. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) If any Partner desires to Transfer all or any portion of its GP Units to any Person (other than pursuant to a Permitted Transfer) or is subject to a demand or request to Transfer all or any portion of its GP Units to any Person in connection with the foreclosure (or in lieu of foreclosure) of any pledge, hypothecation, or encumbrance of its GP Units, then such Partner (the "Disposing Partner”) shall promptly give written notice (a “Disposition Notice”) to the other Partners (such other Partners, the “ROFO Partners”) that such Disposing Partner desires to effect such a Transfer and setting forth the portion of GP Units proposed to be transferred by the Disposing Partner (the “Sale GP Units”), the amount of consideration that such Disposing Partner proposes to be paid for such Sale GP Units (the “Sale Price”) and any other material terms sought by the Disposing Partner. The provisions delivery of a Disposition Notice shall constitute an offer by the Disposing Partner to sell to the ROFO Partners the Sale GP Units at the Sale Price in accordance with the terms of this Section 3.05 shall survive the IPO3. (b) Following the end Upon receipt of the Restricted Disposition Notice, each ROFO Partner may exercise the right of first offer with respect to all or any portion of the Sale GP Units by delivering a written notice to the Disposing Partner and the other ROFO Partners within 20 Business Days after the receipt of the ROFO Partners Notice (such 20-Business Day period being referred to herein as the “ROFO Partners Election Period”) setting forth the amount of the Sale GP Units such ROFO Partner is electing to purchase, except up to its pro rata share (based on the relative Sharing Ratios of the ROFO Partners as provided for of the date of such determination) plus any additional portion of the Sale GP Units it desires to purchase in Section 3.03(b), if at any time during the term excess of this Agreement, a Shareholder its pro rata share (the “Prospective SellerROFO Over-Allotment Amount”) desires if other ROFO Partners do not exercise all or any portion of their rights hereunder. The right of each ROFO Partner to effect a purchase Sale GP Units in excess of Securities its pro rata share shall be based on the relative Sharing Ratios of the ROFO Partners desiring to a Third Party purchase ROFO Over-Allotment Amounts (or Third Parties, in such other manner as all of the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof ROFO Partners who elect to FoundryCo and exercise the other Shareholder right of first offer (the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed to be sold (the “Offered SecuritiesExercising ROFO Partners”) and agree to allocate the proposed right to purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”among themselves). (c) The receipt closing of an Offer Notice the purchase and sale of the Sale GP Units to the Exercising ROFO Partners shall occur no later than the 20th Business Day following the end of the ROFO Partners Election Period unless the Exercising ROFO Partners and the Disposing Partner otherwise agree in writing. At the closing, each of the Exercising ROFO Partners shall deliver to the Disposing Partner cash (by wire transfer in immediately available funds) in the amount of the Sale Price applicable to the Sale GP Units to be purchased by such Exercising ROFO Partner, and the Disposing Partner shall represent and warrant to each of the Exercising ROFO Partners pursuant to a written agreement delivered at such closing that the Disposing Partner owns such Sale GP Units free and clear of all liens, encumbrances and adverse claims, and shall deliver to each of the Exercising ROFO Partners, as applicable, executed transfer instruments as are deemed reasonably necessary by the Other Shareholder Management Committee for the proper transfer of such Sale GP Units on the books of the Partnership. The Disposing Partner and the Exercising ROFO Partners shall constitute an offer by cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the Prospective Seller to sell closing. Notwithstanding the foregoing, any such closing shall be delayed, to the Other Shareholder. Such Offer extent required, to obtain any necessary governmental approvals, waivers and consents required for the closing (including any approvals under the HSR Act); provided, that if such approval, waiver or consent is required by any Exercising ROFO Partner to consummate such closing and such approval, waiver or consent is not obtained within 40 Business Days following the end of the ROFO Partners Election Period, then the Exercising ROFO Partners shall be irrevocable for thirty (30) days (deemed to have rejected the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder shall have the right offer to accept such offer as to purchase any or all of the Offered Securities by giving a written notice Sale GP Units and no Exercising ROFO Partner shall be deemed to have breached any obligation to purchase any portion of acceptance the Sale GP Units. (d) If the “Notice of Acceptance”) ROFO Partners fail to notify the Prospective Seller Disposing Partner prior to the expiration of the Offer PeriodROFO Partners Election Period of their election to acquire all of the Sale GP Units pursuant to any Disposition Notice, which notice then the ROFO Partners shall specify be deemed to have rejected the number offer to purchase any of Offered Securities the Sale GP Units. If the ROFO Partners are deemed to be purchased by have rejected the Other Shareholder. Alternatively, if offer to purchase any of the threshold set forth in Section 3.07(b) is metSale GP Units, the Other Shareholder Disposing Partner shall have the right and option be free to notify the Prospective Seller Transfer all of the Other Shareholder’s interest in selling along with Sale GP Units to any Person during the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after 90-Business Day period following the expiration of the Offer Period (unless a later date ROFO Partners Election Period; provided, that the consideration and other terms offered by the Disposing Partner shall be required under no more favorable to the HSR Act or other applicable Law)transferee taken as a whole than those offered in the Disposition Notice. Upon If the consummation consideration constituting the Sale Price includes any readily marketable securities, then, for purposes of this Section 3, the cash value of such purchase and sale, the Prospective Seller readily marketable securities shall be deemed to be an amount equal to (i) deliver to in the Other Shareholder the case of securities that are primarily traded on a National Securities purchased, free and clear of any Encumbrances Exchange (other than this Agreement The Nasdaq Stock Market, Inc.), the average of their last sale prices, regular way, as reported in the principal consolidated transaction reporting system of such National Securities Exchange on each trading day during the 21 trading-day period ending immediately prior to the date of the determination, or if no sales occurred on any such day, the mean between the closing “bid” and applicable Law) “asked” prices on such day and (ii) assign all if the principal market for such securities is, or is deemed to be, in the over-the-counter market or The Nasdaq Stock Market, Inc., the average of its rights their closing sale prices on each trading day or, if not so quoted, the mean between their closing “bid” and obligations “asked” prices on such day during the 21 trading-day period ending immediately prior to the date of the determination, as published by The Nasdaq Stock Market, Inc., in the case of securities primarily traded on The Nasdaq Stock Market, Inc., or the FINRA/NASDAQ Trade Reporting Facility or such other system then in use, in the case of a principal market that is the over-the-counter market, or if such price is not so published on any such day, the mean between their closing “bid” and “asked” prices, if available, on any such day, which prices may be obtained from any professional market maker making a market in such securities, or any reputable pricing service, broker or dealer. For purposes of this Section 3, “National Securities Exchange” means an exchange registered with the United States Securities and Exchange Commission under this Agreement with respect Section 6(a) of the Securities Exchange Act, and any successor to such Securities against payment statute. Any Sale GP Unit not sold during such 90-Business Day period shall be subject again to right of the purchase price contained first offer set forth in the Offerthis Section 3. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if If at any time during the term of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice Class B Holder (an “Offer NoticeOfferor”) thereof proposes to FoundryCo sell Class B Common Stock in a transaction not registered under the Securities Act (any such Holder being referred to as an “Offeror” and the other Shareholder (Class B Common Stock that the “Other Shareholder”), which notice shall set forth all of the material terms and conditions, including the number of Securities proposed Offerer seeks to be sold (sell being referred to herein as the “Offered Securities”), then the Offeror shall comply with paragraphs (i) through (vi) below. (i) The Offeror shall give written notice to the Company and each of the proposed purchase holders of Class B Common Stock (“Offering Notice”) which Offering Notice shall (a) state that the Offeror desires to sell the Offered Securities and (b) indicate the minimum sale price per Share (the “Offer Price”) (which for such Offered Securities and the other material terms of such proposed sale. Each Offering Notice shall be payable solely in cash or freely marketable securities in one lump sum payment), on which constitute an irrevocable offer by the Prospective Seller offers Offeror to sell the Company and Coastal to acquire the Offered Securities for cash, subject to FoundryCo and the Other Shareholder (the “Offer”provisions of this Section 1.3(c). (cii) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (the “Offer Period”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period, the Other Shareholder Company shall have the right (“Primary Right of First Offer”) to accept purchase from the Offeror a number of shares of Class B Common Stock equal to the number of Offered Securities at the Offer Price in cash exercisable by the delivery, within 20 days of receipt of the Offering Notice, to the Offeror of a notice (a “Buyer’s Notice”) stating (i) that the Company elects to purchase a number of shares of Class B Common Stock equal to the number of Offered Securities from the Offeror and the Tag-Along Sellers and (ii) that such offer as election is irrevocable, subject only, if at all, to any or all the consummation of a registered offering of IDSs effected to finance such purchase. (iii) In the event the Company does not deliver a Buyer’s Notice within the 20-day period set forth above, Coastal shall have the right (“Secondary Right of First Offer”) to purchase a number of shares of Class B Common Stock equal to the number of Offered Securities at the Offer Price in cash exercisable by the delivery, within 30 days of receipt of the Offering Notice, to the Offeror of a Buyer’s Notice stating that (i) Coastal elects to purchase a number of shares of Class B Common Stock equal to the number of the Offered Securities by giving from the Offeror and the Tag-Along Sellers and (ii) that such election is irrevocable. (iv) Delivery of a written notice of acceptance (Buyer’s Notice shall constitute a contract between the “Notice of Acceptance”) to Offeror and the Prospective Seller prior to Company or Coastal, as applicable, for the expiration sale and purchase of the Offered Securities at the Offer PeriodPrice in cash and upon the other applicable terms and conditions set forth in the Offering Notice. Failure of the Company, which notice or Coastal, as applicable, to provide a Buyer’s Notice within the applicable 20 and 30-day periods set forth above shall specify constitute a waiver of the applicable right of first offer. (v) If neither the Company nor Coastal elects to exercise its rights under (ii) and (iii) above the Offeror may transfer a number of shares of Class B Common Stock equal to the number of Offered Securities to be purchased by one or more persons at a price not lower than the Other Shareholder. AlternativelyOffer Price and on terms in all material respects no more favorable to the purchaser than those contained in the Offering Notice, if subject to the threshold rights of Tag-Along Sellers as set forth in Section 3.07(b1.3(d) is met, the Other Shareholder shall have the right and option below to notify the Prospective Seller of the Other Shareholder’s interest participate in selling along with the Prospective Seller such sale pursuant to a Third Party (Tag-Along Participation Notice on the “Tag Along Offer”) pursuant to Section 3.07same terms and conditions. (dvi) The consummation Closing of any such purchase by and sale to of the Other Shareholder Offered Securities shall take place not be held at the principal office of the Company as soon as practicable, but no later than ten (10) 60 days after following the expiration of Offering Notice. At the Offer Period (unless a later date Closing, the Offeror and each Tag-Along Seller shall deliver such instruments, executed by it and in form reasonably satisfactory to Company or Coastal, or the other purchaser, as applicable, as shall be required under necessary to transfer, assign and convey the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchasedOffered Securities, free and clear of any Encumbrances (all liens or other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect encumbrances, to such Securities the Company or Coastal or the other purchaser, as applicable, against payment of the purchase price contained in the Offertherefore. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.

Right of First Offer. (1) Owner may at any time solicit offers for the purchase of the Facility directly or through any of its Members, but may accept such offers only as provided herein. In the event that Owner or any Member of Owner desires to sell the Facility upon terms, which Owner or such Member of Owner is willing to accept ("Proposed Offer"), Owner or such Member of Owner shall deliver to Capital the terms of such Proposed Offer, including the purchase price and other major economic terms and conditions of such Proposed Offer. The terms of such Proposed Offer delivered to Capital shall include a good faith statement prepared by Owner or such Member of Owner setting forth the encumbrances and other title exceptions, if any, to which the Facility will remain subject upon conveyance ("Permitted Exceptions"), shall be at a price stated in U.S. Dollars only and shall include usual and customary due diligence review provisions. At any time within the Response Period (as defined below), Capital shall have the right, exercisable by delivery of written notice ("Election Notice") to Owner or such Member of Owner, to either: (a) The provisions Authorize Owner or such Member of this Section 3.05 shall survive Owner to attempt to sell the IPO.Facility which is the subject of a Proposed Offer in accordance with the Proposed Offer; or (b) Following Agree to purchase the end Facility which is the subject of the Restricted Period, except as provided Proposed Offer for in Section 3.03(b), if at any time during a purchase price equal to the term sum of this Agreement, a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”) thereof to FoundryCo all cash and the fair market value of all other Shareholder property (the “Other Shareholder”), which notice shall as set forth all in the Proposed Offer) which Owner would have received had the Facility been sold pursuant to the Proposed Offer, and subject to the other terms and conditions of the material terms and conditionsProposed Offer, including the number of Securities proposed such election to be sold (made by delivering to Owner and such Member of Owner the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (Election Notice which shall be payable solely affirmatively state that Capital is exercising such option. Within five (5) business days after delivery to Owner and such Member of Owner of an Election Notice, Capital shall establish an escrow account with a title company, bank, trust company or other escrow holder into which Capital shall deposit earnest money in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers an amount equal to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”)5% of txx xxxx purchase price. (c) The receipt of an Offer Notice by As used herein, the Other Shareholder term "Response Period" shall constitute an offer by mean the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for thirty (30) days (day period commencing on the “Offer Period”) first day after receipt Capital shall have received a copy of such Offer Notice by the Other ShareholderProposed Offer. During If during the Offer Response Period, the Other Shareholder shall have the right Capital neither (i) authorizes Owner to accept such offer as the Proposed Offer nor (ii) agrees to purchase the Facility by delivering the Election Notice, then Capital shall be deemed to have authorized and to have approved the sale of the Facility which is the subject of the Proposed Offer to any or all third party which is not an Affiliate of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) Owner, pursuant to the Prospective Seller prior terms no less favorable to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold Owner than those set forth in Section 3.07(b) the Proposed Offer. In the event Capital authorizes or is met, deemed to have authorized the Other Shareholder shall have the right and option to notify the Prospective Seller sale of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) Facility pursuant to Section 3.07. (d) The consummation terms no less favorable to Owner than those set forth in the Proposed Offer and Owner thereafter obtains or finalizes a bona fide offer for the purchase of the Facility which is the subject of such Proposed Offer from any third party which is not an Affiliate of Owner for a purchase price and upon other major economic terms no less favorable to Owner than those set forth in the Proposed Offer, Owner may consummate the sale of the Facility to such third party offeree on terms no less favorable than those set forth in the Proposed Offer, without the requirement of any consent or approval of Capital provided such purchase by and sale to the Other Shareholder shall take place not later than ten must be consummated within one hundred eighty (10180) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act on which Capital authorized or other applicable Law)was deemed to have authorized such sale. Upon the consummation The failure of such purchase and sale, sale to occur within the Prospective Seller one hundred eighty (180) day period referred to in the immediately preceding sentence shall (i) require Owner or any Member of Owner to deliver to Capital another Proposed Offer in accordance with the Other Shareholder the Securities purchased, free and clear terms of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Notice.VI.B.

Right of First Offer. (a) If any Holder or group of Holders acting in concert (each or collectively, as the case may be, the “Initiating ROFO Seller”) proposes to Transfer to any ROFO Purchaser any Shares, in a single transaction or a series of related transactions (a “ROFO Sale”), then the Initiating ROFO Seller shall first furnish a written notice (the “ROFO Initiation Notice”) to the Company and the Warrant Agent. The provisions ROFO Initiation Notice shall state the number and type of this Section 3.05 Shares the Initiating ROFO Seller intends to Transfer (the “ROFO Shares”), the proposed minimum cash purchase price therefor and a summary of the other terms of the proposed ROFO Sale. The Company shall survive promptly, but in no event later than five (5) Business Days, following receipt of the IPOROFO Initiation Notice provide such ROFO Initiation Notice to each Significant Person who is a Holder. (b) Following Each Significant Person shall have the end right, for a period of twenty-two (22) Business Days after receipt by the Warrant Agent of the Restricted Period, except as provided for in Section 3.03(b), if at any time during the term of this Agreement, a Shareholder ROFO Initiation Notice (the “Prospective SellerROFO Period”) desires ), to effect a Sale agree to purchase up to its pro rata share of Securities to a Third Party or Third Parties, the Prospective Seller ROFO Shares at the proposed minimum purchase price and on the other terms set forth in the ROFO Initiation Notice (the “First Offer”). Such right shall deliver be exercised by delivering a written notice (an the “Offer ROFO Notice”) thereof to FoundryCo the Company and the other Shareholder Initiating ROFO Seller within the ROFO Period specifying the number of ROFO Shares that such Significant Person agrees to purchase. If any Significant Person does not accept all or any part of its pro rata share of the ROFO Shares (the “Other ShareholderRejected ROFO Shares”), which notice shall set forth then, upon the expiration of the ROFO Period (or such earlier time period that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares), all of the material Significant Persons that accepted the First Offer in full shall have the right, for a period of five (5) Business Days following the date on which the Company provides notice (the “ROFO Period Expiration Notice”) to such Significant Persons that the ROFO Period has expired (or that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) (the “Reallotment Period”), to agree to purchase any or all of the Rejected ROFO Shares at the minimum purchase price and on the other terms stated in the ROFO Initiation Notice. Such right shall be exercised by delivering a written notice to the Company and conditions, including the Initiating ROFO Seller within the Reallotment Period specifying the number of Securities proposed Rejected ROFO Shares that such Significant Person agrees to be sold purchase (the “Offered SecuritiesReallotment Notice”). The Company shall promptly, but in no event later than two (2) Business Days, following expiration of the ROFO Period (or such earlier time that all Significant Persons have delivered a ROFO Notice and there are Rejected ROFO Shares) provide the proposed ROFO Period Expiration Notice to all Significant Persons who have accepted the First Offer. If the number of Rejected ROFO Shares accepted exceeds the number of Rejected ROFO Shares, then the Rejected ROFO Shares to be purchased shall be allocated pro rata among the Significant Persons who have delivered a Reallotment Notice, with no Significant Person being required to purchase price per Share more Shares than it has agreed to purchase (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “OfferReallocation Process”). (c) The receipt If either no Significant Person accepts the First Offer or not all of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell ROFO Shares are accepted pursuant to the Other Shareholder. Such First Offer shall be irrevocable for thirty (30) days and the Significant Persons do not accept all of the Rejected ROFO Shares (the “Offer PeriodRejected Reallotment Shares”) after receipt of such Offer Notice by the Other Shareholder. During the Offer Period), the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to then, upon the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) the Other Shareholder shall not have elected during ROFO Period, if no Significant Person accepts the First Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall Reallotment Period (or such earlier time that all Significant Persons have failed delivered a Reallotment Notice and there are Rejected Reallotment Shares) if not all of the ROFO Shares (d) If effective acceptances are not received pursuant to consummate a purchase of Securities Section 2.2(b) or 2.2(c) with respect to which all of the ROFO Shares, then the Initiating ROFO Seller may Transfer to a Notice ROFO Purchaser all of Acceptance was given, the Prospective Seller shall ROFO Shares not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities so accepted (the “Unaccepted SecuritiesRemaining ROFO Shares”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law), and (B) at a price not less than the Offer Price included proposed minimum purchase price, and on terms not more favorable to the ROFO Purchaser than the other terms stated in the ROFO Initiation Notice; provided, that (i) such Transfer takes place within sixty (60) Business Days after the expiration of the Company ROFO Period (the “ROFO Sale Period”) and (ii) if the consideration to be paid in exchange for the Remaining ROFO Shares by a ROFO Purchaser pursuant to this Section 2.2(d) consists of or includes any consideration other than cash, the Initiating ROFO Seller must provide to the Company and the Warrant Agent an appraisal of the non-cash consideration (as determined by a nationally recognized investment bank selected by the Board), providing that the non-cash consideration has a value that, when added with the cash consideration to be paid for the Remaining ROFO Shares, is at least equal to the minimum purchase price set forth in the ROFO Initiation Notice. The Company shall promptly, but in no event later than five (5) Business Days following receipt of such appraisal, deliver such appraisal to all Holders who are Significant Persons. If all or any part of the Remaining ROFO Shares are not Transferred by the Initiating ROFO Seller during the ROFO Sale Period, the right of the Initiating ROFO Seller to Transfer any such Remaining ROFO Shares shall expire and the obligations of this Section 2.2 with respect to such Remaining ROFO Shares shall be reinstated. (e) The acceptance by any Significant Person or the Company of any offer to purchase ROFO Shares contemplated by this Section 2.2 shall be irrevocable, and the Significant Person or the Company delivering written notice of its acceptance thereof shall be bound by, and obligated to purchase the number of ROFO Shares specified in, such written notice at the minimum purchase price and the other terms set forth in the ROFO Initiation Notice. For the avoidance of doubt, the failure of a Significant Person or the Company to timely accept any offer contemplated by this Section 2.2 shall be deemed a rejection of such offer. (f) The consummation of the sales contemplated by clause (b) and (c) of this Section 2.2 shall take place at 10:00 a.m. local time at the offices of the Company on the thirtieth (30th) Business Day after the expiration of the ROFO Period (if all of the ROFO Shares are accepted pursuant to the First Offer), the Reallotment Period (if all of the Rejected ROFO Shares are accepted during the Reallotment Period) or the Company ROFO Period (if not all of the ROFO Shares are accepted pursuant to the First Offer Noticeand not all of the Rejected ROFO Shares are accepted during the Reallotment Period), or such other date as mutually agreed to by the parties to the sales contemplated by clause (b) and (c) of this Section 2.2, at (g) For purposes of this Section 2.2, the “pro rata share” of a Significant Person shall mean the product of: (i) the number of ROFO Shares or the Rejected ROFO Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which is equal to the number of Shares Beneficially Owned by such Significant Person and the denominator of which is equal to the aggregate number of Shares Beneficially Owned by all Significant Persons permitted to participate in the First Offer or the Reallocation Process. SECTION 2.3.

Right of First Offer. 9.1 If Tuesday Pipeline, or their affiliate assignees, as the Selling Party, elects to sell all or any part of its interest in the Tuesday Brine Pipeline (athe “Tuesday Pipeline Offered Interests”), it shall promptly give written notice, according to Section 8.1, to GreenHunter, with full information concerning its proposed disposition, which shall include the name and address of the prospective purchaser (who must be ready, willing and able to purchase), the purchase price, and all other terms of the offer. Both Parties agree to keep such disposition confidential and restricted only to the prospective purchaser. GreenHunter shall then have a right of first offer (the “ROFO”) The provisions to acquire the Tuesday Pipeline Offered Interests. GreenHunter must provide notice to the Selling Party that it intends to acquire the Tuesday Pipeline Offered Interests within sixty (60) business days from the date of this Section 3.05 receipt of the notice from the Selling Party. Under the ROFO, GreenHunter must make a binding offer to purchase all of the Tuesday Pipeline Offered Interests, whereupon the Selling Party shall have the option to accept such offer, to decline the offer and retain the Tuesday Pipeline Offered Interests, or to sell the Tuesday Pipeline Offered Interests to a third Party, so long as the price paid by such third Party is greater than GreenHunter’s offer. Such ROFO rights are not assignable without written consent from the other Party. In the event Tuesday Pipeline retains the Tuesday Pipeline Offered Interests or the third party does not close the transaction, GreenHunter’s ROFO shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if at any time and continue to be effective during the term of this Agreement. 9.2 If GreenHunter, a Shareholder or their affiliate assignees, as the Selling Party, elects to sell all or any part of its interest in the barging docks, storage tanks and other equipment on the property owned or leased by GreenHunter subject to this Agreement (the “Prospective SellerGreenHunter Offered Interests”) desires ), it shall promptly give written notice, according to effect a Sale Section 8.1, to Tuesday Pipeline, with full information concerning its proposed disposition, which shall include the name and address of Securities the prospective purchaser (who must be ready, willing and able to a Third Party or Third Partiespurchase), the Prospective Seller purchase price, and all other terms of the offer. Both Parties agree to keep such disposition confidential and restricted only to the prospective purchaser. Tuesday Pipeline shall deliver then have a written notice (an “Offer Notice”) thereof to FoundryCo and the other Shareholder right of first offer (the “Other ShareholderROFO”)) to acquire the GreenHunter Offered Interests. Tuesday Pipeline must provide notice to the Selling Party that it intends to acquire the GreenHunter Offered Interests within sixty (60) business days from the date of receipt of the notice from the Selling Party. Under the ROFO, which notice shall set forth Tuesday Pipeline must make a binding offer to purchase all of the material terms GreenHunter Offered Interests, whereupon the Selling Party shall have the option to accept such offer, to decline the offer and conditionsretain the GreenHunter Offered Interests, including the number of Securities proposed to be sold (the “Offered Securities”) and the proposed purchase price per Share (the “Offer Price”) (which shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the GreenHunter Offered Securities Interests to FoundryCo and a third Party, so long as the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice price paid by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholdersuch third Party is greater than Tuesday Pipeline’s offer. Such Offer shall be irrevocable for thirty (30) days (ROFO rights are not assignable without written consent from the “Offer Period”) after receipt of such Offer Notice by the Other Shareholderother Party. During the Offer Period, the Other Shareholder shall have the right to accept such offer as to any or all of the Offered Securities by giving a written notice of acceptance (the “Notice of Acceptance”) to the Prospective Seller prior to the expiration of the Offer Period, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date shall be required under the HSR Act or other applicable Law). Upon the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price contained in the Offer. (e) In the event that (i) GreenHunter retains the Other Shareholder GreenHunter Offered Interests or the third party does not close the transaction, Tuesday Pipeline’s ROFO shall not have elected survive and continue to be effective during the Offer Period to purchase all the Offered Securities or (ii) the Other Shareholder shall have failed to consummate a purchase term of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller shall not be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticethis Agreement.

Right of First Offer. (a) The provisions of this Section 3.05 shall survive the IPO. (b) Following the end of the Restricted Period, except as provided for in Section 3.03(b), if If Landlord at any time during the term of this AgreementLease determines it wishes to sell or otherwise transfer the Real Estate, Landlord must first provide Tenant with a Shareholder (the “Prospective Seller”) desires to effect a Sale of Securities to a Third Party or Third Parties, the Prospective Seller shall deliver a written notice (an “Offer Notice”"Notice of Sale") thereof to FoundryCo and the other Shareholder (the “Other Shareholder”), which notice shall set forth all of the material proposed terms and conditionsunder which Landlord intends to offer the Real Estate for sale or upon which Landlord intends to accept an offer for purchase, including the number of Securities proposed to be sold (the “Offered Securities”) purchase price, closing date and the proposed purchase price per Share (the “Offer Price”) (which other material business terms. Tenant shall be payable solely in cash or freely marketable securities in one lump sum payment), on which the Prospective Seller offers to sell the Offered Securities to FoundryCo and the Other Shareholder (the “Offer”). (c) The receipt of an Offer Notice by the Other Shareholder shall constitute an offer by the Prospective Seller to sell to the Other Shareholder. Such Offer shall be irrevocable for have thirty (30) days following the date of Landlord's Notice of Sale within which to give a notice ("Notice of Purchase") to Landlord of Tenant's election to purchase the “Offer Period”Real Estate upon all of the terms set forth in the Notice of Sale. In the event Tenant does provide Landlord with a Notice of Purchase, then Landlord shall sell the Real Estate to Tenant upon the terms set forth in the Notice of Sale (and at the purchase price set forth in the Notice of Sale) after receipt and such other terms and conditions as are set forth in the Chicago Title Insurance Company (Form B) Real Estate Sales Contract (for commercial or industrial properties) or such other similar standard form of agreement as may be then in use in the Hartford, CT metropolitan area, except that any such Offer Notice form agreement shall be modified to provide that (x) in the event of a default by the Other Shareholder. During the Offer Periodeither party thereunder, the Other Shareholder non-defaulting party shall have be entitled to pursue any and all of its legal and equitable remedies, and (y) Landlord's conveyance of the right Premises shall be by special warranty or trustee's deed, as appropriate. Any sale by Landlord to accept such offer Tenant pursuant to this Section 28.1 or Section 28.2 below shall be "as is" and Landlord shall not be required to make any representation or warranty whatsoever as to the condition of the Real Estate or as to any or all of the Offered Securities by giving other matter. If Tenant has not given Landlord a written notice of acceptance (the “Notice of Acceptance”) Purchase during the thirty-day period referred to the Prospective Seller prior to the expiration of the Offer Periodabove, which notice shall specify the number of Offered Securities to be purchased by the Other Shareholder. Alternatively, if the threshold set forth in Tenant's rights under this Section 3.07(b) is met, the Other Shareholder shall have the right and option to notify the Prospective Seller of the Other Shareholder’s interest in selling along with the Prospective Seller to a Third Party (the “Tag Along Offer”) pursuant to Section 3.07. (d) The consummation of any such purchase by and sale to the Other Shareholder shall take place not later than ten (10) days after the expiration of the Offer Period (unless a later date 28.1 shall be required under deemed waived and of no further force or effect and Landlord shall be free to sell or otherwise transfer the HSR Act or other applicable Law). Upon Real Estate to any third party on the consummation of such purchase and sale, the Prospective Seller shall (i) deliver to the Other Shareholder the Securities purchased, free and clear of any Encumbrances (other than this Agreement and applicable Law) and (ii) assign all of its rights and obligations under this Agreement with respect to such Securities against payment of the purchase price same terms contained in the Offer. Notice of Purchase. If Landlord and such third party fail to execute a valid and enforceable contract for the sale of the Premises on the same terms contained in the Notice of Sale within one hundred eighty (e180) In days of the event that (i) the Other Shareholder shall not have elected during the Offer Period to purchase all the Offered Securities Notice of Purchase or (ii) the Other Shareholder shall have failed if Landlord enters into such contract with such third party and fails to consummate a purchase the sale , then Tenant=s right of Securities with respect to which a Notice of Acceptance was given, the Prospective Seller first offer under this Section 28.1 shall not automatically be obligated to sell any Offered Securities to the Other Shareholder and, subject to its obligations under Section 3.06 and 3.07, shall have the right to sell the Offered Securities (the “Unaccepted Securities”) to a Third Party or Third Parties so long as all the Unaccepted Securities are sold or otherwise disposed of by the Prospective Seller (A) within ninety (90) days after the expiration of the Offer Period or such longer period (up to the maximum period permitted by applicable Law) as would be required under the HSR Act or other applicable Law, and (B) at a price not less than the Offer Price included in the Offer Noticereinstated.