Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to Section 5.2 below, the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject So long as TPG continues to satisfy the Two Director Threshold in terms of ownership of Common Stock, if either Party (the “Selling Shareholder”), proposes to Transfer any or all of its Company Shares (including pursuant to a Business Combination), other than (i) a Transfer to the Company or its Subsidiaries pursuant to a tender offer not involving a Business Combination, (ii) the sale by a Tagging Shareholder pursuant to Section 5.2 below4.4; (iii) a Transfer to a Permitted Transferee; or (iv) a Transfer from the Trust of up to the number of reference shares under the Confirmation during the period of the Averaging Dates (as defined in the Confirmation) in the event of Cash Settlement pursuant to the Confirmation, the Company Selling Shareholder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a provide the other Shareholder with written notice (the a “Financing Transfer Notice”) of its intent to Transfer a specified number of its Company Shares at least twenty (20) days prior to accepting any Transfer which Transfer Notice shall also specify the price and other terms at which it proposes to make such Transfer. If the other Party makes an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response PeriodOffer”) to deliver acquire the number of Company Shares specified in such Transfer Notice from the Selling Shareholder at the price specified in such Transfer Notice and on other terms not materially less favorable to the Company a written notice setting forth BASIC’s Selling Shareholder (as determined in good faith, comparable, counterproposal faith by the Selling Shareholder) on or prior to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days fifteenth calendar day following the Company’s receipt of the Financing Counterproposal (Transfer Notice, the “Negotiation Period”) Offer shall constitute a binding obligation of the Parties to mutually agree purchase and sell such Company Shares at the price and on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the other terms set forth in the Financing Offer, in which case the Parties shall cooperate in good faith to promptly, and in no event any later than ten Business Days (or such longer period as required to obtain any required Xxxx-Xxxxx-Xxxxxx or other applicable regulatory clearance), to effect such Transfer provided that, if, as of the date of the Transfer Notice; provided, that such the total number of shares being Transferred by the Selling Shareholder shall constitute two percent or less of the total issued and outstanding Common Stock of the Company during any 180-days, the Offer must be made within five calendar days following receipt of the Transfer Notice. If the other Party does not make a timely offer in response to a Transfer Notice from the Selling Shareholder, for a period of sixty days following the end of the 20 day period following the Transfer Notice, the Selling Shareholder shall have the right to sell the number of Company Shares specified in the Transfer Notice to a third party at a price at least equal to the price specified in the Transfer Notice and on other terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company Selling Shareholder than the valuation set forth those in the BASIC Term Sheet proposed Transfer Notice. TPG shall have no rights under this Section 4.3 after it ceases to be executed by BASICsatisfy the Two Director Threshold in terms of ownership of Common Stock.

Right of First Offer. Subject to the terms and conditions specified in this Section 5.2 below4.1, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities, the Company shall first make an offering of such New Securities to each Major Investor in accordance with the following provisions of this Section 4.1. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and Affiliates in such proportions as it deems appropriate. (a) The Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Offer Notice”), in accordance with the provisions of Section 6.5 hereof, to each of the Major Investors stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification received by the Company, within fifteen (15) calendar days after mailing of the Offer Notice, each of the Major Investors may elect to purchase or obtain, at least twenty the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Registrable Securities then held by such Major Investor bears to the total number of shares of Common Stock of the Company then outstanding (20assuming full conversion and exercise of all convertible or exercisable securities and exercise in full of all outstanding options and warrants); provided, however, that such Major Investor shall have no right to purchase any such New Securities if such Investor cannot demonstrate to the Company’s reasonable satisfaction that such Investor is, at the time of the proposed issuance of such New Securities, an “accredited investor” as defined in Regulation D under the Securities Act. The Company shall promptly, in writing, inform each Major Investor that elects to purchase all the shares available to it (each, a “Fully-Exercising Investor”) days prior of any other Major Investor’s failure to accepting do likewise. During the fifteen (15) calendar-day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the New Securities for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors which is equal to the proportion that the number of shares of Registrable Securities then held by such Fully-Exercising Investor bears to the total number of shares of Registrable Securities then held by all Fully-Exercising Investors who wish to purchase such unsubscribed shares. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in subsection 4.1(b) hereof, the Company may, during the sixty (60) day period following the expiration of the period provided in subsection 4.1(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”New Securities within such period, or if such agreement is not consummated within thirty (30) with one or more days of the entities listed on Exhibit E execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1. (eachd) The right of first offer in this Section 4.1 shall not be applicable to any Excluded Securities. (e) The right of first offer set forth in this Section 4.1 may not be assigned or transferred except that (i) such right is assignable by each Major Investor to any Affiliate of such Major Investor, and (ii) such right is assignable by any Major Investor to any other Major Investor. Notwithstanding the foregoing, it is acknowledged and agreed that the right of first offer set forth in this Section 4.1 shall not be available to any Investor whose shares of Preferred Stock were mandatorily converted into Common Stock for failure to participate in an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one equity financing round of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Company in accordance with the terms of the Company’s securities Articles of Incorporation in effect at the time of such equity financing round (f) In lieu of complying with the provisions of this Section 4.1, the Company may elect to be sold give notice to any investor the Major Investors within thirty (or group 30) days after the issuance of affiliated investors) participating in such Proposed FinancingNew Securities. The Financing Notice Such notice shall include a summary of describe the material type, price and terms of the offer presented by such Enumerated PartyNew Securities. BASIC Each Major Investor shall have twenty (20) days following from the date of receipt of such Financing Notice (the “Response Period”) notice to deliver elect to purchase up to the Company a written notice setting number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage ownership position, calculated as set forth BASIC’s good faith, comparable, counterproposal in subsection 4.1(b) prior to giving effect to the Proposed Financing issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the “Financing Counterproposal”), which Financing Counterproposal shall be subject date of notice to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject to Section 5.2 belowthe terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall deliver first offer such New Securities to Banc of America Strategic Investments Corporation the Investor, and then the other Purchasers. (“BASIC”a) a written The Company shall give notice (the “Financing Offer Notice”) at least to the Purchasers, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (20) days prior after the Offer Notice is given, each Purchaser may elect to accepting purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Deemed Common Shares then attributable to such Purchaser based on Common Stock, Warrants or Series C Preferred Stock held of record by such Purchaser bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series C Preferred Stock and other Derivative Securities then outstanding). Each Purchaser shall have a right of over-allotment such that if any Purchaser fails to exercise its right hereunder to purchase its share of New Securities, the other Purchasers may purchase such non-purchasing Purchaser’s portion on a pro rata basis (or as they may otherwise agree among themselves) within ten (10) days from the date such non-purchasing Purchaser fails to exercise its right to purchase. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the one hundred (180) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”New Securities within such period, or if such agreement is not consummated within thirty (30) with one or more days of the entities listed on Exhibit E (eachexecution thereof, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities right provided hereunder shall be deemed to be sold to any investor (or group of affiliated investors) participating in revived and such Proposed Financing. The Financing Notice New Securities shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver not be offered unless first reoffered to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing Purchasers in accordance with this Subsection 4.1. (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ d) The right of participation set forth first offer in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC this Subsection 4.1 shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) not be applicable to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICExempted Securities.

Right of First Offer. Subject to the terms and conditions specified in this Section 5.2 below9, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities, the Company shall first make an offering of such New Securities to PBT or its designee in accordance with the following provisions of this Section 9. PBT or its designee shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and affiliates in such proportions as it deems appropriate. (a) The Company shall deliver to Banc a notice, in accordance with the provisions of America Strategic Investments Corporation (“BASIC”Section 10(a) a written notice hereof, (the “Financing Offer Notice”) at least to PBT stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification received by the Company, within twenty (20) calendar days prior after mailing of the Offer Notice, PBT or its designee may elect to accepting purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, by PBT bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 9(b) hereof, the Company may, during the sixty (60) day period following the expiration of the period provided in Section 9(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one New Securities within such period, or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor agreement is not consummated within sixty (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (2060) days following receipt the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to PBT or its designee in accordance with this Section 9. (d) The right of such Financing Notice first offer in this Section 9 shall not be applicable to New Securities issued: i. upon conversion of shares of Preferred Stock; ii. to officers, directors, employees and consultants of the Company pursuant to stock incentive plans, or other stock arrangements that have been approved by the Board of Directors of the Company including the directors elected by the holders of a majority of the Preferred Stock (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing CounterproposalSeries A Directors”), which Financing Counterproposal shall be subject to ; iii. as a dividend or distribution on the Major Investors’ Corporation’s Common Stock or Preferred Stock; iv. upon the written consent of PBT that expressly states that the right of participation first offer in this Section 9 shall not apply to such New Securities; v. upon the exercise or conversion of any options or other convertible securities outstanding as of the date hereof; vi. pursuant to a loan arrangement or debt financing from a bank, equipment lessor or similar financial institution approved by the Board of Directors, including the Series A Directors; or vii. in connection with strategic transactions (but excluding any merger, consolidation, acquisition or similar business combination) that have been approved by the Board of Directors of the Corporation including the Series A Directors. (e) The right of first offer set forth in this Section 3 above, unless 9 may not be assigned or transferred except that such right is assignable by PBT to any affiliate of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICPBT.

Right of First Offer. Subject If any Shareholder desires to Transfer Shares as permitted in Section 5.2 below2, in any 90 day period following the expiration of the Lock Up Period, Shares representing more than 0.08% of the outstanding shares of the Company on or prior to the beginning of such 90 day period (such excess Shares, the Company “Offered Stock”), such Shareholder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a first give written notice (the a “Financing Transfer Notice”) at least twenty thereof to the Company, stating: (20a) days prior the proposed transferee or registered broker-dealer through whom the Offered Stock will be sold on the NYSE or any other principal exchange or stock market upon which Parent Stock is then listed or included for trading (the “Stock Market”); (b) the number of Shares sought to accepting an offer be Transferred; (c) the proposed per share purchase price (such proposed purchase price, the “Offered Price”, it being understood that in the case of a potential financing transaction involving proposed sale on the sale Stock Market, the Offered Price shall be the closing price per share as reported on the Stock Market on the date of the Company’s securities for capital raising purposes ( “Proposed Financing”Transfer Notice); (d) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the proposed transaction including the proposed transaction date and a copy of any written offer presented or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by such Enumerated PartyShareholder to sell all of the Offered Stock to the Company or its designee at the Offered Price and upon the same terms and conditions as such Shareholder is willing to sell the Offered Stock to the proposed transferee or via the broker-dealer. BASIC shall have twenty (20) days Within the seven Business Day period following receipt of such Financing the Transfer Notice (the “Response Offer Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with elect, by giving written notice of such election to such Shareholder (such notice, the Proposed Financing with “Acceptance Notice”), to purchase all, but not less than all, of the Offered Stock. If the Company does not elect, by the giving of an Enumerated PartyAcceptance Notice to such Shareholder within the Offer Period, to purchase the Offered Stock, then such Shareholder shall be free to dispose the Offered Stock to the original proposed transferee (or one of its affiliates, on through the terms Stock Market if set forth in the Financing Transfer Notice; provided), that such at a price not lower than the Offered Price or, if the Transfer Notice sets forth an intent to sell through the Stock Market, the price of a share of Parent Stock prevailing from time to time on the Stock Market, and upon the terms are not materially adverse to the Company as compared to those set forth stipulated in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting Transfer Notice in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICall material respects.

Right of First Offer. Subject If a Tenant in Common (a "Selling Tenant") desires to sell its interest in the Project, then such Selling Tenant shall first allow Behringer or its affiliates or assigns, and second the Tenants in Common other than the Selling Tenant (each an "Offeror" and collectively the "Offerors") to make an offer to purchase the Selling Tenant's interest pursuant to the terms and conditions set forth in this Section 5.2 below7.2. If a Selling Tenant desires to sell its interest in the Project, the Company such Selling Tenant shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a provide written notice (the “Financing "Notice”") at least twenty of its intent to sell its interest to each Offeror. Behringer or its affiliates or it assigns shall first have the right, within fifteen (2015) days prior after receipt of such Notice pursuant to accepting Section 10.8, to deliver a written offer to the Selling Tenant to purchase the Selling Tenant's interest in the Project. If the Selling Tenant does not accept an offer from Behringer or its affiliates or it assigns within fifteen (15) days after receipt of the Notice pursuant to Section 10.8 then the Tenants in Common other than the Selling Tenant shall have the right within the next fifteen (15) days after the end of the first fifteen (15) day period, to deliver an offer to the Selling Tenant to purchase the Selling Tenants interest in the Project for a potential financing transaction involving price that is greater than the price offered by Behringer or its affiliates or assigns. If the Selling Tenant does not accept the offer from either Behringer or its affiliates or assigns or the Tenants in Common other than the Selling Tenant, then the Selling Tenant shall be free to sell its interest in the Project to a purchaser other than an Offeror, provided that the sale of the Company’s securities Selling Tenant's interest to a purchaser (other than an Offeror) is for capital raising purposes ( “Proposed Financing”) a price greater than any purchase price offered by an Offeror pursuant to this Section 7.2 and is in compliance with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of any loan encumbering the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICProject.

Right of First Offer. Subject to the terms and conditions specified in this Section 5.2 below9, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities (other than securities described in Section 9(a)(iv)) the Company shall first make an offering of such New Securities to the Major Investors in accordance with the following provisions. Each Major Investor may, in its discretion, assign to its Affiliates, any other Major Investor(s) or their respective Affiliates, all or a portion of the right of first offer hereby granted to such Major Investor. (i) The Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice notice, in accordance with the provisions hereof (the “Financing Offer Notice”), to the Major Investors stating (A) at least its bona fide intention to offer such New Securities, (B) the number of such New Securities to be offered, and (C) the price and terms, if any, upon which it proposes to offer such New Securities. (ii) By written notification received by the Company, within twenty (20) calendar days prior after mailing of the Offer Notice, each Major Investor may elect to accepting purchase or obtain, at the price and on the terms specified in the Offer Notice, any or all of that portion of such New Securities which equals the proportion that the number of Shares then held by such Major Investor (including all securities held by such Investor that are convertible into or exchangeable for Shares on an as-converted basis) bears to the total number of Shares then outstanding (assuming full conversion and exercise of all convertible and exercisable securities). (iii) If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided above, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 9(a)(ii), offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any Person or Persons at a potential financing transaction involving price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more any of the entities listed on Exhibit E (eachRefused Securities within such period, an “Enumerated Party”) or if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number agreement is not consummated within thirty (30) days of the Company’s securities execution thereof, the right provided hereunder shall be deemed to be sold to any investor (or group of affiliated investors) participating in revived and such Proposed Financing. The Financing Notice remaining Refused Securities shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall not be subject offered unless first reoffered to the Major Investors’ Investors in accordance with this Section 9(a). (iv) The right of participation first offer in this Section 9(a) shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation), (ii) the issuance of Series F Preferred Stock in connection with the Dividend Conversion, or (iii) any other issuance of New Securities excluded from this Section 9(a) by the approval of a (A) Requisite Approval and, to (B) the extent the any of the Persons to whom the New Securities are being offered constitute Major Investors, one of JAFCO or Greenspring Global Partners VI-A, L.P. and Greenspring Global Partners VI-C, L.P. (v) Subject to the right of the Major Investors to apportion such right of first offer among themselves pursuant to this Section 9(a), the right of first offer set forth in this Section 3 above, unless 9(a) may not be assigned or transferred except that such right is assignable by any Major Investors (i) to any Affiliate of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten , or (10ii) business days following to any other transferee or assignee of such Major Investor who purchases, in accordance with the Company’s receipt terms of this Agreement, at least 600,000 shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated Capital Stock owned by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICMajor Investor.

Right of First Offer. Subject to Section 5.2 belowThe Company agrees that, during the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (period beginning on the “Financing Notice”) at least date hereof and ending on that date on which the Purchasers no longer own twenty percent (20%) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E Preferred Shares purchased at the First Closing (eachthe "LOCK-UP PERIOD"), an “Enumerated Party”) it will not, without the prior written consent of the holders of a majority of the Preferred Shares purchased at the First Closing, contract with any other party to obtain additional financing in which any equity or equity-linked securities are issued ("FUTURE OFFERINGS"); provided, however, the limitation contained in this sentence shall not apply to any transaction if at the time of such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an transaction the aggregate number of securities no Conversion Shares issuable on conversion of Preferred Shares issued at the First Closing is less than the greatest number twenty percent (20%) of the Company’s securities to be sold to any investor average daily trading volume for shares of Common Stock on the principal exchange or market on which such shares are traded for the ten (or group of affiliated investors10) participating in such Proposed Financing. The Financing Notice shall include a summary of trading days immediately preceding the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt date of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investorsdetermination. The Company and BASIC agrees from the date of this Agreement until the end of the Lock-Up Period it will not conduct any Future Offering unless it shall have first delivered to each Purchaser at least ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect prior to the omitted portions. closing of such Future Offering, written notice describing the financing transaction contemplated by proposed Future Offering, including the Financing Counterproposal terms and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company conditions thereof, and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal providing each Purchaser and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, an option during the ten (10) business day period following delivery of such notice to purchase up to the Applicable Portion (as defined below) of the securities being offered in the Future Offering on the same terms set forth as contemplated by such Future Offering (the limitations referred to in this and the Financing Notice; providedimmediately preceding sentence are collectively referred to as the "CAPITAL RAISING LIMITATIONS"). The Capital Raising Limitations shall not apply to any transaction involving issuances of securities as consideration in a merger, that consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company, provided such terms shares are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed covered by BASIC, and without limitation an effective registration statement within one year of the foregoingdate of consummation thereof. The Capital Raising Limitations also shall not apply to (i) the issuance of securities pursuant to an underwritten public offering, which shall include economic terms and conditions resulting in an aggregate valuation (ii) the issuance of securities upon exercise or conversion of the Company’s 's options, warrants or other convertible securities outstanding capital as of the date hereof, or (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock that is option, bonus plan or restricted stock plan for the benefit of the Company's employees, consultants or directors pursuant to plans approved by a majority of the Board of Directors who are not less favorable to the stockholders officers of the Company than or a majority of the valuation set forth in Board's compensation committee, if any. The "APPLICABLE PORTION" shall mean a fraction, the BASIC Term Sheet proposed to be executed numerator of which is the number of Units purchased by BASICsuch Purchaser hereunder and the denominator of which is the total number of Units purchased by all of the Purchasers hereunder.

Right of First Offer. Subject From and after the date hereof, each time the Company proposes to Section 5.2 belowoffer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Offered Shares”), the Company shall first make an offering of such Offered Shares to the Purchaser as long as the Purchaser continues to own at least fifty percent (50%) of the Shares purchased by such Investor on the Closing Date pursuant to this Agreement (or at least fifty percent (50%) of the shares of Common Stock received upon conversion if such Shares have been converted) as adjusted for stock splits or stock dividends in accordance with the following provisions: (a) The Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing RFO Notice”) to the Purchaser stating (i) its bona fide intention to offer such Offered Shares, (ii) the number of such Offered Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Offered Shares. (b) Within 10 business days after delivery of the RFO Notice, the Purchaser may elect to purchase or obtain, at least twenty the price and on the terms specified in the RFO Notice, not less than all of the Offered Shares by delivering written notice thereof to the Company. Upon expiration of such 10 business day period, such right of the Purchaser with respect to the Offered Shares shall terminate other than as set forth in Section 5.4(c) below. (20c) days prior The Company may, during the 90 day period following the expiration of the period provided in Section 5.4(b) hereof, offer the unsubscribed Offered Shares to accepting any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the RFO Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s Offered Shares within such period, or if such agreement is not consummated within 120 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Purchaser in accordance herewith. (d) The right of first offer in this Section 5.4 shall not be applicable to (i) the issuance of securities in connection with stock dividends, stock splits or similar transactions; (ii) the issuance or sale of Common Stock (or options therefor) pursuant to a stock option plan, restricted stock purchase plan or other stock plan; (iii) the issuance of securities to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions; (iv) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date of this Agreement, including without limitation, warrants, notes or options; (v) the issuance of securities in connection with a bona fide acquisition, merger, strategic alliance or similar transaction; (vi) the issuance of securities for capital raising purposes ( “Proposed Financing”bona fide services; or (vii) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number issuance of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICregistered public offering.

Right of First Offer. Subject (a) If at any time the Company desires to Section 5.2 belowsell Chancellor Stock acquired pursuant to this Agreement, the Company shall give written notice (the "Offer Notice") to Chancellor stating (a) the number of shares of Chancellor Stock that the Company desires to sell (the "Offered Shares"), desired, (b) a price per share at which the Company wishes to sell (which shall not be more than the average of the closing sale prices, regular way, per share of Chancellor Stock on the Nasdaq Stock Market in U.S. dollars as reported in The Wall Street Journal for the ten consecutive trading days ending the trading day before the date the Offer Notice is given (the "Price"), and (c) an offer to sell the Offered Shares to Chancellor or Chancellor's designee at the Price. (b) Upon receipt of the Offer Notice, Chancellor or any person designated by Chancellor (either, the "Designated Purchaser") shall have the right to purchase all (but not less than all) of the Offered Shares at the Price in accordance with the following provisions. Chancellor may exercise the right to purchase only by giving written notice (the "Acceptance Notice") to the Company no later than ten business days after delivery of the Offer Notice. The Acceptance Notice shall (i) state that the Designated Purchaser (who shall be identified by name in the Acceptance Notice, whether or not it is Chancellor) accepts the Company's offer for the Designated Purchaser (c) At the closing, the Designated Purchaser's purchase of the Offered Shares shall be completed on the following terms and conditions: (i) the Company shall deliver to Banc the Designated Purchaser duly executed and acknowledged stock powers conveying the Offered Shares to the Designated Purchaser free and clear of America Strategic Investments Corporation all Liens (“BASIC”other than those created by the Designated Purchaser); (ii) the Designated Purchaser shall pay the Company in legal currency of the United States, by wire transfer in federal (same day) funds to the account or accounts that the Company designates, the purchase price for the Offered Shares in an amount equal to the product of the Price multiplied by the number of Offered Shares; and (iii) the Company and the Designated Purchaser shall each pay 50% of the transfer, stamp, or similar taxes (but not state or federal income taxes of the other person) due in connection with the conveyance of the Offered Shares to the Designated Purchaser. (d) If Chancellor does not give a written notice valid Acceptance Notice within the time period required under Section 7.1(b), or if Chancellor gives a valid Acceptance Notice but the Designated Purchaser fails for any reason (other than default by the “Financing Notice”Company) to close the purchase of the Offered Shares within the time period specified in Section 7.1(c), then the Company may sell the Offered Shares to a third party subject to satisfaction of the following conditions: (i) if the Offered Shares are sold in a public transaction across a stock exchange or inter-dealer quotation system that is not a directed or block trade to a specific buyer, the price at least twenty which the Offered Shares are sold shall be the market price (20whether or not lower than the Price); (ii) days prior if the Offered Shares are sold otherwise than as stated in the preceding clause (i), the price shall be equal to accepting an offer of a potential financing transaction involving or greater than the Price; (iii) all the Offered Shares are sold; and (iv) the sale of all the Company’s securities for capital raising purposes ( “Proposed Financing”Offered Shares is completed no later than 45 days (if Chancellor failed to give a valid Acceptance Notice) with one or more 90 days (if Chancellor gave a valid Acceptance Notice but the Designated Purchaser failed to timely close the purchase of the entities listed Offered Shares) following the day on Exhibit E (eachwhich the Offer Notice is given. If the Designated Purchaser is not Chancellor, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities Chancellor shall have no less than the greatest number liability for any failure of the Company’s securities Designated Purchaser to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary close the purchase of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty Offered Shares as specified in this Section 7.1. (20e) days following receipt of such Financing Notice (the “Response Period”) to deliver to If the Company determines to proceed with a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC sale that does not deliver to meet the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms requirements of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodclause (d) of this Section, the Company may proceed shall re-offer the corresponding shares of Chancellor Stock to Chancellor in accordance with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICthis Section.

Right of First Offer. Subject If a Tenant in Common (a "Selling Tenant") desires to Section 5.2 belowsell its interest in the Project, then such Selling Tenant shall first allow the Company or its affiliates or assigns, and second the Tenants in Common other than the Selling Tenant (each an "Offeror" and collectively the "Offerors") to make an offer to purchase the Selling Tenant's interest pursuant to the terms and conditions set forth in this Section 7.2. If a Selling Tenant desires to sell its interest in the Project, such Selling Tenant shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a provide written notice (the “Financing "Notice”") at least twenty of its intent to sell its interest to each Offeror. The Company or its affiliates or its assigns shall first have the right, within fifteen (2015) days prior after receipt of such Notice pursuant to accepting Section 10.8, to deliver a written offer to the Selling Tenant to purchase the Selling Tenant's interest in the Project. If the Selling Tenant does not accept an offer from the Company or its affiliates or it assigns within fifteen (15) days after receipt of the Notice pursuant to Section 10.8 then the Tenants in Common other than the Selling Tenant shall have the right within the next fifteen (15) days after the end of the first fifteen (15) day period, to deliver an offer to the Selling Tenant to purchase the Selling Tenants interest in the Project for a potential financing transaction involving price that is greater than the price offered by the Company or its affiliates or assigns. If the Selling Tenant does not accept the offer from either the Company or its affiliates or assigns or the Tenants in Common other than the Selling Tenant, then the Selling Tenant shall be free to sell its interest in the Project to a purchaser other than an Offeror, provided that the sale of the Company’s securities Selling Tenant's interest to a purchaser (other than an Offeror) is for capital raising purposes ( “Proposed Financing”) a price greater than any purchase price offered by an Offeror pursuant to this Section 7.2 and is in compliance with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of any loan encumbering the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICProject.

Right of First Offer. Subject In the event the Seller determines to Section 5.2 belowsell, at any time within four (4) years from the Closing, the Company shall deliver to Banc of America Strategic Investments Corporation registered United States "Cashmere Bouquet" trademark and related products (“BASIC”) a written notice (collectively the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving "CB Line"), and such sale is not being made in conjunction with the sale of any other assets or business (other than assets or business related to the Company’s securities for capital raising purposes ( “Proposed Financing”CB Line), then the Seller agrees to notify the Buyer of such determination and shall provide the Buyer with an opportunity to acquire the CB Line upon the following terms and conditions: (a) The Seller shall provide the Buyer with one or more an offering circular similar in scope to that previously provided to the Buyer in connection with the sale and license of the entities listed on Exhibit E Domestic Product Line (each"Circular"). If the Buyer desires to purchase the CB Line, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one it shall notify the Seller in writing within 30 days of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number receipt of the Company’s securities Circular of its desire to purchase the CB Line and shall state the purchase price therefor, together with any other material terms which may be sold to any investor part of its offer ("Offer"). If the purchase price shall be for a consideration which is, in part or group of affiliated investors) participating in such Proposed Financing. The Financing Notice whole, other than cash, the Offer shall include a summary of also state the material terms of the offer presented by such Enumerated Party. BASIC non-cash element of the purchase price (e.g., if a note, the term, interest rate, security, etc.). (b) The Seller shall have twenty (20) days following receipt of such Financing Notice (notify the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) Buyer within 15 business days following the Company’s of its receipt of the Financing Counterproposal (offer as to whether it accepts or rejects the “Negotiation Period”) Offer. If the Seller rejects the Offer, then the Seller shall be free to mutually agree on sell the final CB Line to third parties provided the economic terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect of such sale are not as favorable to the omitted portions. of purchaser as those presented in the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”)Offer. In the event BASIC any portion of the purchase price offered by either the Buyer or a proposed purchaser shall be other than in the form of cash, then the Seller's determination as to the cash value of any non-cash component of the purchase price shall be conclusive, provided such determination was arrived at in good faith. In the event that no binding contract with a purchaser is entered into within one year after the date of the Offer, then the right of first offer provided in Subparagraph (a) above shall be reinstated. (c) In the event the Seller shall accept the Offer, then the parties shall have 60 days after such acceptance to enter into a binding acquisition agreement. If a binding agreement is not entered into within such 60 day period for any reason other than the Seller's bad faith, or if an agreement is timely entered into, but does not deliver thereafter close in accordance with its terms, other than by reason of a breach on the part of the Seller, then in either of such cases, the Seller shall thereafter be free to sell the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable CB Line to mutually agree, after good faith negotiations by both third parties, on and the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which Buyer shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIChave no further rights under this Section 8.

Right of First Offer. Subject (a) Except as provided in subsection (b), the Company shall, prior to any proposed issuance by the Company of any of its securities, offer to each Holder by written notice the right, for a period of 30 days, to purchase all or any part of such securities for cash at an amount equal to the price or other consideration for which such securities are proposed to be issued. (b) Subsection (a) shall not apply (1) to debt securities that are neither Convertible Securities nor issued as part of a transaction that includes equity securities or Convertible Securities; or (2) to securities issued (A) pursuant to an Exempt Issuance, (B) as consideration for the acquisition from an unaffiliated third party of all or part of another business (whether by purchase of stock or assets or otherwise), or (C) in a transaction described in Section 5.2 below12(a). (c) The Company's written notice to the Holders shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. Each Holder may accept the Company's offer as to the full number of securities offered or any lesser number, by written notice thereof given by it to the Company and to the other Holders prior to the expiration of the aforesaid 30-day period, in which event the Company shall promptly sell and each Holder shall buy, upon the terms specified, the number of securities agreed to be purchased by such Holder. The Company shall be free at any time prior to 90 days after the date of its notice of offer to the Holders, to offer and sell to any third party or parties the securities not agreed by the Holders to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Holders. However, if such third party sale or sales are not consummated within such 90-day period, the Company shall deliver not sell such securities as shall not have been purchased within such period without again complying with this Section. (d) If the Holders in the aggregate elect to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s purchase more securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Company proposes to issue, each Holder shall purchase such securities (1) in the proportion that all electing Holders shall agree among themselves in writing, notice of the Company’s securities to which shall be sold to any investor (or group of affiliated investors) participating given in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver writing to the Company a written notice setting forth BASIC’s good faithnot later than one business day before the issuance, comparablesale and purchase is scheduled to be completed, counterproposal or (2) failing such agreement in the proportion that the amount of securities that such Holder elects to purchase bears to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right amount of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed securities elected to be executed purchased by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICall Holders.

Right of First Offer. Subject (a) In the event that a Transferor desires to sell or transfer all or part of its Common Shares ("OFFERED COMMON SHARES") or Preferred Shares (the "OFFERED PREFERRED SHARES" and, together with the Offered Common Shares, "OFFERED SHARES"), other than pursuant to Section 5.2 below2.3, 2.4 or 2.5 of this Agreement or in a public offering or in a brokerage transaction through the public securities markets, the Company Transferor shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give prompt written notice (a "TRANSFEROR'S NOTICE") of its desire to sell the “Financing Notice”Offered Shares to the Company and TPG Holdings, which notice shall identify (i) at least twenty the number of Offered Common Shares, (20ii) the number of Offered Preferred Shares and (iii) any other material items and conditions of the proposed transfer (including the purchase price). The date on which such Transferor's Notice is actually received by the Company and TPG Holdings is referred to hereinafter as the "NOTICE DATE." (b) The TPG Holders shall have fifteen (15) days prior following the Notice Date to accepting notify the Transferor and the Company in writing of an offer of a potential financing transaction involving to purchase in cash (the sale "OFFER TO PURCHASE") all (but not less than all) of the Company’s securities for capital raising purposes ( “Proposed Financing”) with Offered Shares by one or more of the entities listed on Exhibit E TPG Holders (eachthe "ELECTING HOLDERS") at the purchase price and upon the other terms and conditions specified in the Transferor's Notice, an “Enumerated Party”including without limitation the proposed closing date for the purchase and any other material term or condition of the proposed purchase. If the Transferor does not receive a written notice from any of the TPG Holders containing a cash offer to purchase the Offered Shares within the fifteen (15) if day period, the TPG Holders shall be deemed to have declined to purchase such Proposed Financing contemplates an Enumerated Party and/or one Offered Shares and the Transferor may, subject to compliance with the provisions of its controlled affiliates purchasing an aggregate number Section 2.1(a) and Section 2.2(e), thereafter transfer to any purchaser at any time within 120 days following the Notice Date all (but not less than all) of securities no the Offered Shares at a price which is not less than the greatest number of purchase price specified in the Company’s securities to be sold to any investor Transferor's Notice and upon substantially the same terms and conditions set forth in the Transferor's Notice; PROVIDED that if TPG Holdings notifies the Transferor in writing, within fifteen (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (2015) days following receipt of the notice required by Section 2.2(e), of an objection to the purchaser because the purchaser or one or more of its affiliates is engaged in the semiconductor business, the Transferor shall not have the right to transfer any of the Offered Common Shares to such Financing purchaser (but shall be permitted to transfer the Offered Preferred Shares); and PROVIDED FURTHER that if the Offered Common Shares are not transferred to a purchaser for any reason within 120 days following the Notice Date, then such Offered Common Shares may be transferred only by again complying with all of the terms and procedures set forth in this Article II. (c) The Transferor shall have fifteen (15) days following receipt of the “Response Period”Offer to Purchase to accept the offer made by the Electing Holders to purchase all (but not less than all) of the Offered Shares on the terms and subject to the conditions set forth in the Offer to Purchase. If, in accordance with the terms of the preceding sentence, the Transferor accepts the offer made by the Electing Holders to purchase all (but not less than all) of the Offered Shares on the terms and subject to the conditions set forth in the Offer to Purchase, the closing for such transaction shall take place at a time and place reasonably acceptable to the Transferor and the Electing Holders; PROVIDED that such closing shall not occur more than thirty (30) days after the date on which the Electing Holders actually receive notice that their Offer to Purchase has been accepted by the Transferor. At such closing, the Electing Holders shall deliver to the Company a written notice setting forth BASIC’s good faithTransferor the consideration to be exchanged for such Offered Shares, comparablein immediately available funds, counterproposal and the Transferor shall deliver to the Proposed Financing Electing Holders all documents required to effect the sale of such Offered Shares, duly endorsed and free of any liens, including appropriate documentation providing indemnities to the Electing Holders regarding its title to such Offered Shares and such other matters as are customary for such transactions. (d) If, within fifteen (15) days following receipt of the “Financing Counterproposal”Offer to Purchase, the Transferor rejects or does not accept the Offer to Purchase made by the Electing Holders, such Transferor may, subject to compliance with the provisions of Section 2.1(a) and Section 2.2(e), which Financing Counterproposal shall be subject thereafter sell all (but not less than all) of the Offered Shares to any purchaser upon substantially the Major Investors’ right of participation set forth same terms and conditions as are specified in Section 3 above, unless the Transferor's Notice at any time within 120 days following the Notice Date; PROVIDED that (i) the purchase price for such right of participation Offered Shares in any such transaction is otherwise waived in cash and is not less than the proposed cash purchase price offered by the Major Investors. The Company Electing Holders for such Offered Shares and BASIC shall have (ii) if TPG Holdings notifies the Transferor in writing, within ten (10) business days following receipt of the notice required by Section 2.2(e), of an objection to the purchaser because the purchaser or one or more of its affiliates is engaged in the semiconductor business, the Transferor shall not have the right to transfer any of the Offered Shares to such purchaser; and PROVIDED FURTHER that if the Offered Shares are not transferred to a purchaser for any reason within 120 days following the Company’s receipt Notice Date, then such Offered Common Shares may be transferred only by again complying with all of the Financing Counterproposal terms and procedures set forth in this Article II. (e) As soon as practicable, but in any event no less than fifteen (15) days prior to the “Negotiation Period”) consummation of a proposed sale of Offered Shares to mutually agree on a purchaser pursuant to Section 2.2(d), the final terms **** Certain information has been omitted Transferor shall give written notice to the Company and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested TPG Holdings, which notice shall specify with respect to each such proposed sale (i) the omitted portions. identity of the financing transaction contemplated purchaser, (ii) the cash purchase price to be paid by such purchaser for the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms Offered Shares, (iii) the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms date of the financing transaction contemplated by the Financing Counterproposal proposed transfer and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, (iv) any other material items and without limitation conditions of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICsale.

Right of First Offer. Subject SALE OF PROPERTY (a) After the expiration of the Tax Protection Period, Managing Member shall, prior to Section 5.2 belowthe exercise of its right to cause a Property Transfer as set forth in SECTION 10.1(a), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give written notice (the “Financing "SALE NOTICE") to the Ceppeto Members (1) stating Managing Member's intention to cause such Property Transfer at a specified price (the "STATED PRICE") and (2) offering to sell, and to cause the Boston Properties Members to sell, their entire Equity Interests in the Company (the "ENTIRE BP INTEREST") to the Ceppeto Members at a price calculated in accordance with SECTION 10.1A(c) and on all other relevant terms and conditions. The Sale Notice shall include a non-binding calculation of the amount which would be distributable to the Ceppeto Members in the event of a sale of the Property or such Property Transfer at the Stated Price, which calculation shall be determined in good faith by the Managing Member. (b) If Managing Member has forwarded a copy of the Sale Notice to the Ceppeto Members, the Ceppeto Members shall, within thirty (30) days after receiving a copy of the Sale Notice”, elect one of the following options: (1) notify Managing Member of the Ceppeto Members election not to purchase the Entire BP Interest for the price determined under SECTION 10.1A(c), in which event and at which time Managing Member may cause the Company to market and sell the Property, provided that the price obtained for the Property is at least twenty ninety-four percent (2094%) of the Stated Price and a letter of interest (or similar statement) to acquire the Property is executed within six (6) months of Managing Member's receipt of the Ceppeto Member's election or deemed election pursuant to item (2) below not to purchase the Entire BP Interest and such letter (or similar statement) provides for a closing within a commercially reasonable time and such closing is consummated within such time period on terms which are, in all material respects, no less favorable to the Company as those specified in the letter of interest (or similar statement); or (2) notify Managing Member of the Ceppeto Member's election to purchase the Entire BP Interest for the price determined under SECTION 10.1A(c) on the same terms and conditions contained in the Sale Notice. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the amount payable to Managing Member pursuant to this SECTION 10.1A(b)(2) (such amount, together with any interest earned thereon, the "OTHER MEMBER'S SALE DEPOSIT"), which shall be refundable until the date which is the earlier of (i) thirty (30) days prior to accepting an offer after the notification, or (ii) execution of a potential financing transaction involving purchase and sale agreement on terms and conditions substantially the same as those contained in the Sale Notice, with such changes as the parties may agree upon. Notice of election to purchase shall be addressed to Managing Member and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company (or the offices of the Ceppeto Members' lender located in New York City), during usual business hours within ninety (90) days after the date of the giving of the notice of election to Managing Member. The Other Member's Sale Deposit shall be credited against the total purchase price for the Entire BP Interest being purchased pursuant to this SECTION 10.1A(b); PROVIDED, HOWEVER, that, if the closing shall fail to occur for any reason other than a default by the Boston Properties Members, subject to the provisions of this SECTION 10.1A(b)(2) above concerning refundability of the deposit, Managing Member shall have the right to retain the Other Member's Sale Deposit as liquidated damages, it being agreed that in such instance Managing Member's actual damages would be difficult, if not impossible, to ascertain. If the Ceppeto Members shall not have given written notice to Managing Member of its election to purchase the Entire BP Interest within the thirty (30) day notice period, the Ceppeto Members shall be deemed to have exercised the option provided in subsection (1) above. (c) The value of the Entire BP Interest with respect to this SECTION 10.1A is the amount that the Boston Properties Members, collectively, would receive in liquidation of the Company's interest in the Property if (1) the Property were sold for the Stated Price, and the debts and other obligations of the Company secured by or otherwise incurred as to the Property (including the Senior Loan) are paid (including any prepayment penalties and other fees resulting from such prepayment), less the sum of all applicable transfer taxes incurred as a result of such sale, and an amount equal to three percent (3%) of such Stated Price, which the Members hereby unconditionally and irrevocably agree is a reasonable estimate and approximation of customary closing costs associated with similar transactions (provided however, that in consideration of the agreed upon reduction of such Stated Price by the amount of the transfer taxes which would be incurred in connection with a sale of the Property for such amount, the Ceppeto Members agree to pay any transfer taxes actually payable in connection with the conveyance contemplated hereunder, and shall indemnify the Boston Properties Members from and against any cost or expense resulting from the failure to pay such amounts as and when due), and (2) the proceeds of such hypothetical sale and any cash balances and/or reserves of the Company properly attributable to such Property were distributed in accordance with SECTION 9.3(b) or SECTION 9.4(b). (d) In connection with the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Entire BP Interest to the Ceppeto Members pursuant to this SECTION 10.1A, the provisions of SECTION 10.8 and SCHEDULE 10.7(e) with one shall be applicable to such sale (acknowledging, however, that the Boston Properties Members are the transferring Members). (e) If the contemplated Property Transfer, or more the conveyance of the entities listed on Exhibit E (eachEntire BP Interest, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one is not consummated pursuant to the provisions of its controlled affiliates purchasing an aggregate number this SECTION 10.1A, all the provisions of securities no less than the greatest number of the Company’s securities to be sold this SECTION 10.1A shall apply to any investor subsequent proposed Property Transfers. (or group of affiliated investorsf) participating in such Proposed Financing. The Financing Notice Management Agreement shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver be terminated, at no cost to the Company a written notice setting forth BASIC’s good faithor the Ceppeto Members, comparable, counterproposal upon the closing of any transfer of the Entire BP Interest to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICCeppeto Members.

Right of First Offer. Subject In the event that the Avalon Investors -------------------- wishes to Section 5.2 belowTransfer its Equity Securities, the Avalon Investors shall provide the Company with written notice (the "Offer Notice") indicating the proposed ------------ purchase price and other material terms and conditions of the proposed Transfer and, for ten (10) Business Days following the Company's receipt of such Offer Notice, the Company shall have the exclusive option to deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written reply notice (the “Financing "Reply Notice”") at least twenty (20) days prior to accepting an offer of a potential financing transaction involving Avalon Investors setting forth the sale irrevocable election ------------ of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities Company to be sold require Avalon Investors to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver sell to the Company all (but not less than all) of such Equity Securities at the purchase price and on the other material terms and conditions specified in the Offer Notice. In the event there has not been a written notice setting forth BASIC’s good faithtimely election by the Company to acquire such Equity Securities under this Section 1(c), comparablethen Avalon Investors may, counterproposal during the 180 days (the "Sale Period") following the end of such ten (10) Business Day period and ----------- without any further obligation to the Proposed Financing (Company, sell the “Financing Counterproposal”)number of Equity Securities specified in the Offer Notice, which Financing Counterproposal at not less than at the purchase price per Equity Security and on other material terms and conditions not materially more favorable to the transferee thereof than those specified in such Offer Notice. In the event there has been a timely election by the Company to acquire all of the Equity Securities sought to be transferred by Avalon Investors, then the Transfer of such Equity Securities to the Company shall close at a time and place as reflected in the Offer Notice. At such closing, each party shall pay its own costs and expenses in connection with such Transfer. The rights and restrictions contained in this Section 1 continue to be applicable to the Class A Units specified in the Transfer Notice after any such Transfer and the Eligible Transferee agrees in writing to be bound by the provisions of this Agreement. Any Class A Units not so Transferred within the Sale Period will be subject to the Major Investors’ right provisions of participation set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”1(c). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject Prior to Section 5.2 belowmaking any sale or transfer of Common Shares, the Purchaser shall give the Company the opportunity to purchase such Common Shares in the following manner: (a) The Purchaser shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written give notice (the “Financing Notice”"TRANSFER NOTICE") at least twenty (20) days prior to accepting an offer the Company in writing of a potential financing transaction involving such intention, specifying the sale amount of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities Common Shares proposed to be sold to any investor or transferred, the proposed price per share therefor (or group of affiliated investorsthe "TRANSFER PRICE") participating in such Proposed Financing. The Financing Notice shall include a summary of and the other material terms of the offer presented by upon which such Enumerated Party. BASIC disposition is proposed to be made. (b) The Company shall have twenty (20) days following the right, exercisable by irrevocable written notice given by the Company to the Purchaser within 24 hours after receipt of such Financing Transfer Notice, to purchase all but not part of the Common Shares specified in such Transfer Notice (the “Response Period”) to deliver for a price per share equal to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal Transfer Price and otherwise on terms no less favorable to the Proposed Financing (Purchaser than those described in the “Financing Counterproposal”)Transfer Notice; provided that if the Company notifies the Purchaser of its election to exercise its right of first offer, which Financing Counterproposal shall be subject the Purchaser may, by notice to the Major Investors’ Company, within 5 business days, withdraw the Transfer Notice, and decline to sell or transfer the Common Shares. (c) If the Company exercises its right of participation first offer hereunder, the closing of the purchase (including the payment in full therefor) of the Common Shares with respect to which such right has been exercised shall take place on the date specified in the Company's acceptance (which date shall not be more than 45 days after the date of such acceptance) at the offices of the Purchaser located at the address set forth in Section 3 abovethis Agreement, unless or at such right of participation is otherwise waived by other time and place as the Major InvestorsCompany and the Purchaser may agree. The Company and BASIC the Purchaser will use their respective best efforts to comply with all Federal and state laws, rules and regulations applicable to any purchase of Common Shares under this Section 7.3. (d) If the Company does not exercise its right of first offer hereunder within the time specified for such exercise, the Purchaser shall have ten (10) business be free, during the period of 120 calendar days following the Company’s receipt expiration of such time for exercise, to sell the Financing Counterproposal (the “Negotiation Period”) to mutually agree Common Shares specified in such Transfer Notice on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect no less favorable to the omitted portions. buyer of such Common Shares than the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on terms specified in such terms Transfer Notice. (the “BASIC Term Sheet”). e) In the event BASIC does not deliver to that the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable elects to mutually agree, after good faith negotiations by both parties, on the final terms exercise a right of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodfirst offer under this Section 7.3, the Company may proceed with specify prior to closing such purchase another person as its designee to purchase the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that Common Shares to which such terms are not materially adverse to notice relates. If the Company shall designate another person as compared the Purchaser pursuant to those set forth in this Section 7.3, the BASIC Term Sheet proposed to be executed by BASIC, and without limitation giving of notice of acceptance of the foregoing, which right of first offer by the Company shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders constitute a legally binding obligation of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICcomplete such purchase if such person shall fail to do so.

Right of First Offer. Subject (a) If at any time a Bidder (a "Seller") desires to Section 5.2 beloweffect a transfer of all or any portion of the Shares it holds (other than any Shares held by such Bidder as of December 22, 2005) to any person other than Holdco or an Affiliate of the Seller, the Company Seller shall deliver to Banc each of America Strategic Investments Corporation the other Bidders (“BASIC”the "Eligible Bidders") a written notice (an "Offer Notice") stating that the “Financing Notice”) at least twenty Seller desires to transfer such Shares and the number of Shares to be so transferred (20) days prior to accepting the "Offered Shares"), which Offer Notice shall constitute an offer to such Eligible Bidders to sell such Offered Shares at a price of $15.00 per Share together with interest thereon at the Interest Rate (the "Offer Price"). (b) Upon receipt of an Offer Notice, each Eligible Bidder shall be entitled to purchase from the Seller, upon the terms specified in the Offer Notice, a potential financing transaction involving number of Offered Shares equal to the sale sum of (i) (A) its Percentage (as defined below) of the Company’s securities for capital raising purposes ( “Proposed Financing”Offered Shares if there are two or more Eligible Bidders or (B) all of the Offered Shares in the event there is one Eligible Bidder and (ii) if there are two or more Eligible Bidders, the Offered Shares offered to the other Eligible Bidders in the event that such other Eligible Bidder does not elect to purchase such Offered Shares in accordance with this subsection 6.01(b). Each Eligible Bidder wishing to purchase Offered Shares shall provide a notice (an "Acceptance Notice") to the Seller and to the other Eligible Bidders, if applicable, not later than 15 days following receipt by such Eligible Bidder of an Offer Notice (such 15-day period being the "Offer Period"), specifying the number of Offered Shares it wishes to purchase (including, if applicable, the Offered Shares offered to each other Eligible Bidder in the event that one or more of such other Eligible Bidders do not elect to purchase such Offered Shares). For purposes of this Section 6.01, any Eligible Bidder's "Percentage" means the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate fraction obtained by dividing the number of securities no less than equity interests in Holdco held by such Eligible Bidder by the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating equity interests in such Proposed Financing. The Financing Notice shall include a summary Holdco held by all of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICEligible Bidders.

Right of First Offer. Subject (a) If at any time a Member proposes to Section 5.2 belowsell, assign, or otherwise dispose of all or any part of, or to solicit bids from any third party to purchase or otherwise acquire, all or any portion of its interest in the Company (other than sales or other dispositions to Affiliates of such Member), such Member (the "Soliciting Member") shall first notify the other Member (the "Notified Member") in writing of such Soliciting Member's desire to sell such interest in the Company. (b) The Notified Member shall have 10 days to make a first cash offer to purchase, and negotiate for the purchase of, the interest in the Company that the Soliciting Member desires to sell. If the Soliciting Member does not accept a bona fide first cash offer made by the Notified Member to purchase the Soliciting Member's interest in the Company, the Soliciting Member shall deliver not sell, assign or otherwise dispose of, or enter into any binding agreement to Banc sell, assign or otherwise dispose of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale all or any part of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Soliciting Member's interest in the Company during the 90-day period following such 10-day first offer period, unless the cash value of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less consideration to be received by the Soliciting Member from a third party purchaser is greater than the greatest number of cash offer made by the Company’s securities Notified Member. If the Soliciting Member does not sell or enter into a binding agreement to be sold to any investor (or group of affiliated investors) participating sell its interest in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company within such 90-day period, it shall again afford the Notified Member the opportunity to make a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested first offer with respect to the omitted portions. proposed sales of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth Soliciting Member's interest in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared provided above. (c) If the Notified Member does not elect to those set forth in the BASIC Term Sheet proposed make a first cash offer to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders purchase all of the Company than interest offered by the valuation set forth Soliciting Member during the 10-day period provided for in Section 13.2(b), the Soliciting Member may sell the interest within 90 days after the expiration of the 10-day period provided for in Section 13.2(b). If the Soliciting Member does not sell or enter into a binding agreement to sell its interest in the BASIC Term Sheet Company within such 90-day period, it shall again afford the Notified Member the opportunity to make a first offer with respect to proposed to be executed by BASICsales of the Soliciting Member's interest in the Company as provided in Section 13.2(a).

Right of First Offer. Subject (a) Except as otherwise provided in Section 2.01, any Transfer or voluntary or mandatory conversion (other than an Involuntary Conversion) of shares of Class B Stock will be subject to the right of first offer provisions of this Section 5.2 below2.03. (b) Prior to effecting any Transfer or conversion (other than an Involuntary Conversion) of shares of Class B Stock, the Company transferring Stockholder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing "Offer Notice”") to each Principal Holder, which Offer Notice shall specify (i) the number of shares of Common Stock intended to be Transferred or converted and (ii) if applicable, the Specified Price (as defined below). The Offer Notice shall constitute an irrevocable offer to such non-transferring Principal Holders, for the period of time described below, to sell to such non-transferring Principal Holders all (but not less than all) of such Common Stock (allocated among such non-transferring Principal Holders as they may agree, or if they shall not otherwise agree, allocated pro rata among such non-transferring Principal Holders based on the number of shares held of record) at least twenty (20i) days prior to accepting an offer of a potential financing transaction involving the sale of price set by the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of transferring Stockholder in the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Offer Notice (the “Response Period”"Specified Price"), in the case of a proposed private placement, (ii) the Current Market Value as of the Specified Date (as defined in the Vulcan Stockholder Agreement), in the case of a mandatory conversion pursuant to deliver Section 3.02(a) of the Vulcan Stockholder Agreement or (iii) the Current Market Value as of the date of the Offer Notice, in all other cases. (c) If such non-transferring Principal Holders elect to purchase all of the offered Class B Stock at the price described in Section 2.03(b), they shall give joint irrevocable notice thereof to the Company transferring Stockholder within five Business Days of their receipt of the Offer Notice. If such non-transferring Principal Holders shall deliver such a written notice setting forth BASIC’s good faithnotice, comparableit shall constitute a binding obligation, counterproposal subject to obtaining any governmental and other similar required approvals, to purchase the Proposed Financing (the “Financing Counterproposal”)offered Class B Stock, which Financing Counterproposal notice shall include the date set for the closing of such purchase, which date shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business no later than 30 days following the Company’s receipt delivery of such election notice, subject to extension to the Financing Counterproposal extent necessary to obtain any required antitrust or other required governmental approvals, which the transferring Stockholder and such non-transferring Principal Holders shall use their respective reasonable best efforts to obtain as promptly as practicable (the “Negotiation Period”"Determination Date"). To the extent that the closing of any such purchase has not occurred by the Determination Date, the transferring Stockholder may terminate the relevant agreement to sell the Class B Stock to such non-transferring Principal Holders and sell the Class B Stock in the form of Class A Stock (with conversion effected immediately prior to Transfer) to mutually agree on or convert the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Class B Stock, as applicable. (d) If such non-transferring Principal Holders do not respond to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal Offer Notice within the Response Period required response time period or elect not to purchase the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodoffered Class B Stock, the Company may proceed with transferring Stockholder shall be free to Transfer the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth offered Class B Stock in the Financing Noticeform of Class A Stock (with conversion effected immediately prior to Transfer) or convert the Class B Stock, as applicable; provided, however, that in the case of a Transfer (x) such terms are not materially adverse Transfer is closed within 60 days from the date of the Offer Notice, subject to extension to the Company extent necessary to obtain required governmental approvals and other required approvals, which the transferring Stockholder and such non-transferring Principal Holders shall use their respective reasonable best efforts to obtain as compared promptly as practicable and (y) the per share price at which the Class A Stock or Class B Stock, as applicable, is Transferred is equal to those set forth or higher than the Specified Price, in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation case of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICa Private Placement.

Right of First Offer. Subject The Company may elect to Section 5.2 belowpurchase all, but not less than all, of the Company shall deliver to Banc Offered Securities which are the subject of America Strategic Investments Corporation (“BASIC”) the Sale Notice delivered by any Stockholder upon the same terms and conditions as described in the Sale Notice by delivering a written notice (the “Financing Notice”) at least of such election to such Transferring Stockholder within twenty (20) days prior after the Sale Notice has been delivered to accepting an offer of a potential financing transaction involving the sale Company. If the Company has not elected to purchase all of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Offered Securities which are the subject of such Sale Notice, the Other Stockholders may, in the aggregate, elect to purchase all, but not less than all, of the entities listed on Exhibit E (each, an “Enumerated Party”) if Offered Securities which are the subject of such Proposed Financing contemplates an Enumerated Party and/or one Sale Notice delivered by any Stockholder upon the same terms and conditions as described in the Sale Notice by delivering a written notice of its controlled affiliates purchasing an aggregate number of securities no less than such election to the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have Transferring Stockholder within twenty (20) days following receipt of such Financing after the Sale Notice (the “Response Period”) to deliver has been delivered to the Other Stockholders. If more than one Other Stockholder elects to purchase the Offered Securities, the Offered Securities shall be allocated among the Other Stockholders so electing on a Pro Rata Basis. If neither the Company a written notice setting forth BASIC’s good faithnor the Other Stockholders elect to purchase all of the Offered Securities specified in the Sale Notice, comparablethe Transferring Stockholder will have (y) ninety (90) days after the Authorization Date to draft, counterproposal execute and deliver definitive documentation to Transfer such Offered Securities, subject to the Proposed Financing provisions of Section 2.2(b)(ii) below, on terms and conditions no more favorable to the transferee than those proposed in the Sale Notice and (z) if such documentation is so drafted, executed and delivered, sixty (60) days thereafter to consummate the “Financing Counterproposal”), which Financing Counterproposal shall Transfer. Any such Offered Securities not so Transferred by the Transferring Stockholder during such 150 day period will again be subject to the Major Investors’ right provisions of participation set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”2.2(b). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject (a) If any Investor proposes to Section 5.2 belowsell (which term shall include any disposition) any Shares or any Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), such Investor will give written notice to the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing "Transfer Notice”") at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”number of Securities such Investor proposes to sell in Covered Sales during the 90-day period (the "Notice Period") with one or more commencing on the date of such Investor's delivery of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Transfer Notice (the “Response Period”"Delivery Date") and the price per share at which such Investor proposes to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless sell such right of participation is otherwise waived by the Major InvestorsSecurities. The Company and BASIC shall have ten (the right, during the 10) business days following -day period commencing on the Company’s receipt Delivery Date, to purchase all, but not less than all, of the Financing Counterproposal (Securities described in the “Negotiation Period”) to mutually agree on Transfer Notice at the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms price per share set forth in the Financing Notice; provided, that Transfer Notice by delivery to such terms 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 such Investor. The right described in the preceding sentence shall terminate if the agreement and purchase price described in the preceding sentence are not materially adverse received by such 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 compared hereinabove set forth within such 10-day period, such Investor may sell all or any portion of the Securities described in the Transfer Notice to those any purchaser for a price per share equal to or in excess of the price set forth in the BASIC Term Sheet proposed Transfer Notice. If, at the end of the Notice Period, such Investor has not completed such sales, such Investor shall no longer be permitted to be executed by BASIC, and sell such Securities in a Covered Transaction without limitation again complying with all of the provisions of this Section. Notwithstanding the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation such 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 BASIC Term Sheet proposed Company, in which event the 10- and 90- day periods described above shall recommence from the date of Investor's delivery of such amended Transfer Notice to be executed the Company. (b) As used in this Section, "Covered Sale" shall mean any sale of Securities by BASICsuch Investor other than (i) a sale to an Affiliate of the Investor or (ii) a transfer that is registered under the Securities Act or effected pursuant to Rule 144 under the Securities Act.

Right of First Offer. Subject (a) Except as set forth in Section 4.1(b), 4.1(c) or 4.4(f), if a Shareholder proposes to Section 5.2 below, Transfer all or any portion of its Shares (the Company shall deliver to Banc of America Strategic Investments Corporation (“BASICPublicly Offered Shares”) in a written Public Offering or in Brokers Transactions, then such Transferring Shareholder shall give notice (the “Financing Public Sale Notice”) at least twenty of such intention to Transfer the Publicly Offered Shares to the Non-Transferring Shareholders. Such Public Sale Notice shall set forth: (20i) days prior the number of Publicly Offered Shares proposed to accepting an offer of a potential financing transaction involving be transferred; (ii) the sale price per Share determined in good faith by the Transferring Shareholder on the date of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Public Sale Notice (the “Response PeriodFirst Offer Price”), (iii) the planned date of such Transfer, and (iv) any other material proposed terms of the Transfer. (b) Upon receipt of the Public Sale Notice, the Non-Transferring Shareholders shall have the right, for a period of 60 days following the date such Public Sale Notice is received (or if the KO Shareholders are the Non-Transferring Shareholders, until 15 days after the first meeting of the KO Board of Directors which is held at least 30 days after the date on which the KO Shareholders receive the Public Sale Notice), to deliver notify the Transferring Shareholder of the election to purchase the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to Publicly Offered Shares at the Proposed Financing First Offer Price (the “Financing CounterproposalFirst Notice Period”). The Public Sale Notice shall constitute an offer to the Non-Transferring Shareholders, which Financing Counterproposal shall be subject irrevocable during the First Notice Period, to sell to the Major Investors’ Non-Transferring Shareholders the Publicly Offered Shares upon the terms provided in this Section 4.4 and the Public Sale Notice. (c) If the Non-Transferring Shareholders timely notify the Transferring Shareholder of the election to exercise the right to purchase the Publicly Offered Shares, the purchase, sale and transfer of participation the Publicly Offered Shares shall take place on a date fixed by the Non-Transferring Shareholders which must be a date within 60 days after the delivery of the election to purchase such Publicly Offered Shares. The closing of such purchase shall be effected in accordance with Section 4.5. (d) If the Non-Transferring Shareholders fail to timely notify the Transferring Shareholder of the election to exercise the right to purchase the Publicly Offered Shares within the First Notice Period, or if, following notification, the Non- Transferring Shareholders shall fail to consummate the purchase of the Publicly Offered Shares within the time period set forth in Section 3 aboveparagraph (c) above (other than a failure to consummate a sale of the Publicly Offered Shares which results from the inability or failure of the Transferring Shareholder to transfer good and marketable title to such Publicly Offered Shares, unless such right of participation is otherwise waived a breach by the Major Investors. The Company and BASIC Transferring Shareholder of this Agreement or otherwise due to circumstances not reasonably within the control of the Non- Transferring Shareholders), then the Transferring Shareholder shall have ten (10) business the right for a period of 90 days following after the Company’s receipt termination of the Financing Counterproposal First Notice Period (or after the “Negotiation Period”) to mutually agree on earlier waiver by the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Non-Transferring Shareholders of the financing transaction contemplated by right to purchase), to Transfer the Financing Counterproposal and execute Publicly Offered Shares at a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does price not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms less than 90 percent of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation PeriodFirst Offer Price (x) in a Public Offering, the Company may proceed with the Proposed Financing with an Enumerated Party, subject to Section 4.4(e) or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.(y)

Right of First Offer. Subject From the date hereof until the date that is the six (6) month anniversary of the date of the First Closing, in the event that the Company desires to Section 5.2 belowconsummate a transaction with any Person with respect to a bona fide offer of capital or financing, including without limitation, the issuance of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units thereof (a “ROFO Financing”), then the Company shall deliver first offer such opportunity to Banc of America Strategic Investments Corporation the Purchaser, in writing (a “BASICROFO Notice”) a written notice ). The ROFO Notice must be sent Purchaser pursuant to Section 5.4. Such ROFO Notice shall contain the material economic terms that the Company would, in good faith, expect to receive in the market for transactions similar in type to the ROFO Financing being sought (the “Material Economic Terms”). If Purchaser is unwilling or unable to provide such ROFO Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing within three (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (103) business days following the CompanyTrading Days from Purchaser’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agreeROFO Notice, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, then the Company may proceed with obtain such ROFO Financing from any other Person upon the Proposed exact same Material Economic Terms, which such ROFO Financing must be completed within ninety (90) calendar days after the date of the ROFO Notice. If the Company does not receive the ROFO Financing from such Person within ninety (90) calendar days after the date of the respective ROFO Notice, then the Company must again offer the ROFO Financing opportunity to Purchaser as described above, and the process detailed above shall be repeated. Additionally, in the event that the Company proceeds to a ROFO Financing with an Enumerated Partyanother Person and then the Material Economic Terms are altered or modified in any way, then the Company must again offer the ROFO Financing opportunity (on such altered or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse modified Material Economic Terms) to the Company Purchaser as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASICdescribed above, and without limitation of the foregoing, which process detailed above shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICrepeated.

Right of First Offer. Subject (a) If any Shareholder (the "Selling Shareholder") desires to transfer any Shares to any Person other than pursuant to Section 5.2 below4.1(b) or 4.1(c), such Shareholder shall first give written notice (a "Transfer Notice") to that effect to UPC containing (i) the Company number of Shares proposed to be transferred (the "Offered Shares"), and (ii) the purchase price (the "First Offer Price") which such Shareholder proposes to be paid for the Offered Shares. (b) UPC shall deliver have the irrevocable and exclusive right, (i) if the Offered Shares represent less than 10% of the then outstanding UPC Common Stock, for a period of 30 days or (ii) if the Offered Shares represent 10% or more of the then outstanding UPC Common Stock, for a period of 90 days, after the Transfer Notice is received (the "Response Period") to Banc purchase, pursuant to the Transfer Notice, all or any part of America Strategic Investments Corporation (“BASIC”) the Offered Shares at the First Offer Price, exercisable by delivering a written notice to the Selling Shareholder within the Response Period, stating therein the number of Offered Shares UPC intends to purchase. (c) If, at the “Financing end of the Response Period, UPC has not given notice of its decision to purchase all of the Offered Shares, then a Selling Shareholder who has duly given such Transfer Notice shall be entitled for a period of 75 days beginning the day after the expiration of the Response Period to sell those Offered Shares which UPC does not intend to purchase at a price not lower than the First Offer Price and on terms not more favorable to the transferee than were contained in the Transfer Notice”. Promptly after any sale pursuant to this Section 4.2, the Selling Shareholder shall notify UPC 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 UPC may request. (d) If, at least twenty (20) days prior to accepting an offer the end of a potential financing transaction involving any such 60-day period provided for in this Section 4.2, the Selling Shareholder has not completed the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Offered Shares, the Selling Shareholder shall no longer be permitted to sell any of such Offered Shares pursuant to this Section 4.2 without again fully complying with the provisions of this Section 4.2 and all the restrictions on sale, transfer, assignment or other disposition contained in this Agreement shall again be in effect. (e) with one or more Following a Public Offering of UPC Common Stock, the obligations of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or Shareholders and the rights of UPC under this Section 4.2 shall not be triggered by the desire to sell or transfer or the actual sale or transfer by the Shareholders to any one transferee within a 90-day period of its controlled affiliates purchasing an aggregate number of securities no Shares aggregating less than the greatest number 2% of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s then outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICUPC Common Stock.

Right of First Offer. Subject to Section 5.2 belowthe foregoing, the Company shall deliver if a Member receives -------------------- a bona fide offer, in writing, from an unaffiliated third party to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior purchase its Interest and desires to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of sell its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, Interest on the terms set forth in the Financing Notice; providedoffer, that then prior to transferring its interest, the transferring Member shall notify each other Member in writing of its proposed transfer and shall make an offer (the "Offer") to sell its Interest to each other Member on the same terms as the third-party offer. Each Member which is not the transferring party, shall have a right to accept the Offer, which acceptance must be made within five (5) Business Days after delivery of such notice. If any non-transferring Member timely notifies the transferring Member in writing of its acceptance of the Offer, then such transferring Member shall sell such Interest to such Member on the closing date specified by the purchasing Member which closing date shall occur no later than thirty (30) Business Days after delivery of such notice of transfer. If more than one non-transferring Member timely notifies the transferring Member in writing of its acceptance of the Offer, such transferring Member shall conduct a private auction for such Interest having as a floor the terms are not of the Offer and using a sealed bid procedure, which auction shall occur no later than ten (10) Business Days after delivery of such notice of transfer. If no non-transferring Member elects to timely accept the Offer, the transferring Member may sell its Interest within thirty (30) days after delivery of such notice to any Person on substantially the same terms as those contained in the Offer, such sale to be evidenced by a binding purchase commitment of the Person purchasing. If no such binding commitment is obtained within such thirty (30) day period, or if the transferring Member desires to sell on materially adverse different terms than those previously offered the other Member (e.g., price is lower than 98% of amount indicated in transferring member's notice, any change in ratio of cash to total purchase price or in terms of any securities contributed as a portion of the purchase price), the transferring Member must, in each such instance, again extend the rights described above to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICother Members.

Right of First Offer. Subject Until July 8, 2003, prior to making any sale or -------------------- transfer of shares of Voting Stock permitted by Section 5.2 below5.7 (other than Sections 5.7(a)(ii), (iv), (vi) or (ix)), the Investor shall give the Company the opportunity to purchase such shares in the following manner: (a) The Investor shall give notice (the "Transfer Notice") to the --------------- Company in writing of such intention specifying the number of shares of Voting Stock proposed to be sold or transferred; provided, however, that if the proposed sale or transfer is pursuant to an unsolicited offer ("Unsolicited ----------- Offer"), then the Investor need not specify the number of shares of Voting Stock ----- proposed to be sold or transferred. (b) Within 20 calendar days after the receipt of the Transfer Notice, the Company shall deliver may offer to Banc of America Strategic Investments Corporation (“BASIC”) purchase from the Investor at a price and on terms specified in a written notice to the Investor (the “Financing "Election Notice”") at least twenty any --------------- portion of such Voting Stock set forth in the Transfer Notice. (20c) days prior If the Transfer Notice relates to accepting an offer of a potential financing transaction involving Unsolicited Offer, the Investor may reject the Company's proposal set forth in the Election Notice if in the Investor's reasonable business judgement it believes that the Company's proposal is inferior to the Unsolicited Offer. (d) If the Transfer Notice does not relate to an Unsolicited Offer, and if the Company and the Investor do not enter into an agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Voting Stock within the 30-day period following delivery by the Company of the entities listed Election Notice and after good faith negotiation by each party, the Investor shall be free, during the period of one hundred twenty (120) calendar days thereafter to sell the shares of Voting Stock specified in the Transfer Notice at a price not less and on Exhibit E terms not less favorable than that set forth in the Election Notice. (eache) To the extent the Company and the Investor reach an agreement pursuant to this Section 6.2 the Company and the Investor shall be legally obligated to consummate the purchase contemplated thereby and shall use their best efforts to secure any approvals required in connection therewith. (f) If the Investor accepts the Company's proposal set forth in the Election Notice in lieu of an Unsolicited Offer, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than then promptly after the greatest number Investor's acceptance of the Company’s securities 's proposal, the Investor must disclose the written Unsolicited Offer to the Company. (g) If the Company does not send an Election Notice within the time specified for such notice, the Investor shall be sold to any investor (or group free, during the period of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have one hundred twenty (20120) calendar days following receipt the expiration of such Financing time for sending the Election Notice, to sell the shares of Voting Stock specified in the Transfer Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall or again be subject to the Major Investors’ right provisions of participation set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested 6.2 with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICVoting Stock.

Right of First Offer. Subject Except as otherwise provided in the Pledge Agreement, no Shareholder may Transfer any Shares except after compliance with this Section 6. (a) A Shareholder desiring to Section 5.2 belowtransfer Shares (the "Offeror") to any Person other than a member of the 100% Group of such Shareholder, shall give notice (a "First Offer Notice") thereof to the other Shareholder (the "Offeree"). (b) Any such First Offer Notice shall contain a complete description of Shares to be Transferred (the "Offered Shares"), the Company offered purchase price (the "Purchase Price") and all other material terms and conditions of such offer (the "Purchase Terms"). (c) The Offeree shall deliver have the right, exercisable at any time within 10 days commencing on the date of delivery of the First Offer Notice, to Banc accept the offer to purchase all and not less than all of America Strategic Investments Corporation (“BASIC”) the Offered Shares at the Purchase Price and on the Purchase Terms specified in the First Offer Notice. If the Offeree desires to accept the offer, it shall furnish a written notice to the Offeror, agreeing to purchase the number of Offered Shares at the Purchase Price and on the Purchase Terms specified in the First Offer Notice. (d) If within such 10 day period the “Financing Notice”) at least twenty (20) days prior Offeree shall not have accepted to accepting an offer purchase all of a potential financing transaction involving the Offered Shares, or if the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Offered Shares to the Offeree shall not have been consummated within 45 days following delivery of the entities listed First Offer Notice other than through the fault of the Offeror, the Offeror shall be free, for a period of 180 days from the date on Exhibit E (eachwhich such 10 day period expires, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one to transfer the Offered Shares without restriction by reason of its controlled affiliates purchasing an aggregate number this Section 6 on terms no less favorable to the Offeror than those contained in the First Offer Notice and at a price of securities no less than the greatest number ninety percent (90%) of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed FinancingPurchase Price. The Financing Notice shall include a summary of Upon the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt expiration of such Financing Notice (180 day period, the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal Offered Shares shall once again be subject to the Major Investors’ right provisions of participation set forth this Section 6. (e) Upon acceptance of any such offer, the Offeree shall make to the Offeror payment in Section 3 abovethe appropriate amount against (i) delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Offeror and (ii) completion of all documentation necessary to satisfy all of the Purchase Terms. The Offeree shall make payments by wire transfer of immediately available funds to a bank account specified by the Offeror. The closing for the purchase of Shares pursuant hereto shall occur within 35 days after the expiration of the ten day period, unless such right of participation is otherwise waived agreed to by the Major Investors. Offeror and the Offeree. (f) The Company and BASIC provisions of this Section 6 shall have ten (10) business days following the Company’s receipt not apply to Shares Transferred to a 100% Group member of the Financing Counterproposal Transferring Shareholder or to Shares Transferred pursuant to Section 7. (the “Negotiation Period”g) to mutually agree on the final terms **** Certain information has been omitted and filed separately The provisions of this Section 6 shall terminate upon consummation of an underwritten public offering of Common Stock registered with the SEC under the Securities and Exchange Commission. Confidential treatment has been requested with respect to Act, following which the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute Common Stock is listed on a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period U.S. based national securities exchange or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICNasdaq National Market.

Right of First Offer. Subject In the event that NHI Partner desires to Section 5.2 belowsell or otherwise Transfer all or a portion of NHI Partner’s interest in the Partnership (the “Offered Interest”), the Company NHI Partner shall deliver submit in good faith to Banc of America Strategic Investments Corporation (“BASIC”) NRF Partner a written notice (the “Financing Offer Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall include (i) the proposed sale price for the Offered Interest, (ii) all details of the payment terms and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed sale of the Offered Interest, and (iii) clear instructions regarding acceptance of the Offer Notice. The purchase price shall be subject expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents. NRF Partner shall then have the right, but not the obligation, to the Major Investors’ right of participation set forth in Section 3 abovepurchase all, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt but not less than all, of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, Offered Interest on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse Offer Notice until the expiration of the 30-day period following the delivery of the Offer Notice (the “Election Period”). If NRF Partner elects to purchase the Offered Interest prior to the Company expiration of the Election Period, each Partner shall take all actions as compared may be reasonably necessary to those consummate the Transfer contemplated by this Section 15.2, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. If NRF Partner has not elected to purchase the Offered Interest prior to the expiration of the Election Period, NHI Partner may, within 90 days after the expiration of the Election Period, Transfer the Offered Interest on substantially the same terms and conditions as set forth in the BASIC Term Sheet proposed Offer Notice; provided that such third parties execute joinder agreements to be executed by BASIC, and without limitation of this Agreement as provided in Section 15.6. If the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that Offered Interest is not less favorable transferred during such 90-day period, it shall again be subject to the stockholders provisions of the Company than the valuation set forth this Section 15.2 in the BASIC Term Sheet proposed to be executed by BASICconnection with any Transfer.

Right of First Offer. Subject (a) If at any time after the Closing Date, the Shareholder desires to Section 5.2 belowtransfer all or a portion of the shares of Stock owned by him to a third party (other than an Affiliate or family member of the Shareholder and other than as provided in the Warrant), the Shareholder shall give prompt written notice (a "Notice of Offer") to the Company of his intent to transfer the Stock, which notice shall contain the proposed sale price for the shares of Stock being offered and the number of shares of Stock which the Shareholder proposes to transfer and any other material term or condition of the proposed transfer. The date on which such notice is sent to the Company is referred to hereinafter as the "Notice Date." The Notice of Offer shall be deemed an irrevocable offer to sell to the Company (or any Person designated by the Company) such shares of Stock on the terms and conditions set forth in the Notice of Offer. The Company shall have 15 days following the Notice Date to notify in writing the Shareholder of its election to purchase all, but not less than all, of such shares of Stock (or to have all, but not less than all, of such shares of Stock purchased by its designees). If the Company notifies the Shareholder of its election to purchase such shares of Stock, the closing for such transaction shall take place no later than 30 days from the Notice Date. If the Shareholder does not receive such written notice from the Company within the 15-day period, the Company shall deliver be deemed to Banc have declined to purchase such shares of America Strategic Investments Corporation (“BASIC”) a written notice (Stock and the “Financing Notice”) Shareholder may transfer such shares of Stock to any third parties at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no not less than the greatest number of sale price and upon the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material other terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms conditions set forth in the Financing NoticeNotice of Offer; provided, however, that such terms are if the Shareholder does not materially adverse complete the contemplated sale within 180 days of the Notice Date, the provisions of this Section 11.1(a) shall again apply. (b) Notwithstanding anything herein to the Company as compared to those set forth in contrary, the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting of Section 11.1(a) do not apply to transfers made by the Shareholder (i) pursuant to an effective registration statement or in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable open market pursuant to Rule 144 under the stockholders Securities Act or otherwise or (ii) in connection with any merger or business combination of the Company than approved by the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICBoard of Directors.

Right of First Offer. Subject (a) At least 30 days prior to Section 5.2 belowmaking any transfer of any Preferred Shares, Warrants, Conversion Shares or shares of Common Stock issuable upon exercise of the Warrants (other than a Public Sale or a transfer to Affiliates or partners of the holder of such shares) (a "Transfer"), the Company holder of such shares being transferred (the "Transferring Shareholder") shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (an "Offer Notice") to the “Financing Notice”Company. The Offer Notice shall disclose in reasonable detail the proposed number of Preferred Shares, Warrants, Conversion Shares and shares of Common Stock to be transferred (the "Transfer Shares"), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). The Company may elect to purchase all (but not less than all) of the Transfer Shares specified in the Offer Notice at least twenty the price and on the terms specified therein by delivering written notice of such election to the Transferring Shareholder as soon as practical but in any event within fourteen (2014) days prior to accepting an offer of a potential financing transaction involving after the sale delivery of the Company’s securities for capital raising purposes ( “Proposed Financing”Offer Notice (the "Election Period"). If the Company elects to purchase the Transfer Shares, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) with to the Transferring Shareholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company has not elected to purchase all of the Transfer Shares being offered, the Transferring Shareholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subparagraph (c) below, transfer such Transfer Shares to one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities third parties at a price no less than the greatest number 95% of the Company’s securities price per share specified in the Offer Notice and on other terms no more favorable to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver transferees thereof than offered to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal in the Offer Notice. Any Transfer Shares not transferred within such 90-day period shall be reoffered to the Proposed Financing Company under this paragraph 11.1 (the “Financing Counterproposal”), which Financing Counterproposal a) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be subject to payable solely in cash at the Major Investors’ right closing of participation the transaction. (b) The restrictions set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC this paragraph 11.1 shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested not apply with respect to any Transfer by any Shareholder, among its Affiliates or partners; provided that the omitted portions. restrictions contained in this paragraph 5 shall continue to be applicable to the Transfer Shares after any such Transfer and provided further that the transferees of the financing transaction contemplated such Transfer Shares shall have agreed in writing to be bound by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (provisions of this Agreement affecting the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICTransfer Shares so transferred.

Right of First Offer. Subject (a) Each Stockholder shall have a right of first offer over any Company Shares proposed to Section 5.2 belowbe Transferred by another Stockholder, which shall be exercised in the Company following manner: (i) Any transferring Stockholder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a provide the Stockholders with written notice (the an “Financing Offer Notice”) at least twenty of its desire to Transfer such Company Shares. The Offer Notice shall specify the number and class of Company Shares such Stockholder wishes to Transfer, the proposed purchase price for such Company Shares and any other terms and conditions material to the sale proposed by such Stockholder. (20ii) days The Stockholders shall have a period of (i) prior to accepting an offer of a potential financing transaction involving the sale IPO, up to fifteen (15) Business Days following receipt of the Company’s securities for capital raising purposes ( “Proposed Financing”Offer Notice, provided that the Sponsors, in their sole discretion may reduce such period (but to not less than five (5) with Business Days if a Sponsor is exercising its right of first offer) and (ii) at any time after an IPO, up to three (3) Business Days following receipt of the Offer Notice to elect to purchase (or to cause one or more of their Affiliates to purchase) all of such Company Shares on the entities listed on Exhibit E terms and conditions set forth in the Offer Notice by delivering to the transferring Stockholder a written notice thereof, provided, however, that no Stockholder shall have the right to purchase any such Company Shares if neither Sponsor exercises its right to purchase any such Company Shares pursuant to this right of first offer. The opportunity to purchase such Company Shares shall be allocated among the Stockholders (each, an “Enumerated Party”other than a Stockholder that is a transferring Stockholder with respect to such Transfer) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate pro rata based upon the number of securities no Company Shares held by each Stockholder unless the Stockholders otherwise agree, provided that if one Stockholder does not elect to purchase its full allotment of Company Shares, the Sponsors shall be permitted to purchase such shortfall. (iii) If any Stockholder elects to purchase (or to cause one or more of their Affiliates to purchase) all of the Company Shares which are the subject of the proposed Transfer within the applicable response period, such purchase shall be consummated within the later of (A) ten (10) Business Days after the date on which such Stockholder notifies the transferring Stockholder of such election or (B) three (3) Business Days after all required governmental approvals have been obtained (or all required governmental waiting periods have elapsed). If the Stockholders fail to elect to purchase all of the Company Shares within the fifteen (15) (or shorter as provided above in clause (ii)) or three (3) Business Day period, as the case may be, mentioned above, the transferring Stockholder may Transfer such Company Shares at any time within ninety (90) days following such period at a price which is not less than the greatest number purchase price specified in the Offer Notice and on other terms and conditions no more favorable, in any material respect, to the purchaser than those specified in the Offer Notice. (b) In connection with the Transfer of all or any portion of a Stockholder’s Company Shares pursuant to this Section 4.03, the transferring Stockholder shall only be required to represent and warrant as to its authority to sell, the enforceability of agreements against such Stockholder, the Company Shares to be transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities laws), that it is the record and beneficial owner of such Company Shares and that it has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the Transfer. (c) The provisions of this Section 4.03 shall not apply to Transfers of Company Shares (i) to Permitted Transferees in accordance with Section 4.02, (ii) made pursuant to, or consequent upon, the exercise of the Company’s securities to be sold to any investor (tag-along or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation drag-along rights set forth in Section 3 above4.04 and Section 4.05, unless such right of participation is otherwise waived by the Major Investorsrespectively, (iii) made pursuant to a registered public offering or (iv) made pursuant to Rule 144. The Company and BASIC provisions of this Section 4.03 shall have ten (10) business days following terminate upon the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICQPO.

Right of First Offer. Subject (a) If the Company issues or sells any Capital Stock to Section 5.2 belowthe Investors, the Company shall offer to sell to each Executive and Other Stockholder a percentage of such Capital Stock equal to the quotient determined by dividing (1) the aggregate number of shares of Common Stock issued to such Stockholder prior to such issuance (other than shares of Common Stock which are not vested pursuant to a Senior Management Agreement, a restricted stock purchase agreement or similar agreement) by (2) the aggregate number of shares of Common Stock issued and outstanding immediately prior to such issuance (other than shares of Common Stock which are not vested pursuant to a Senior Management Agreement, a restricted stock purchase agreement or similar agreement). Each Executive and Other Stockholder shall be entitled to purchase such Capital Stock on the same terms as such Capital Stock are purchased by the Investors; provided that if the Investors are required to also purchase other securities (including debt securities) of the Company or any of its Subsidiaries, the Executives and Other Stockholders shall also be required to purchase their pro rata portion of such securities (on the same terms and conditions) that the Investors are required to purchase. (b) In order to exercise such Stockholder’s purchase rights hereunder, the Stockholders must within 15 days after receipt of written notice from the Company describing the Capital Stock being offered, the purchase price thereof, the payment terms and such holder’s percentage allotment deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice to the Company describing such Stockholder’s election hereunder (which election shall be absolute and unconditional). (c) Upon the “Financing Notice”expiration of the offering period described above, the Company shall be entitled to sell such Capital Stock which the Stockholders have not elected to purchase during the 180 days following such expiration. Any Capital Stock offered or sold by the Company to the Investors after such 180-day period must be reoffered to the Stockholders pursuant to the terms of this Section. (d) at least twenty The provisions of this Section 14 shall terminate upon the earlier to occur of (20i) days prior to accepting an offer the consummation of a potential financing transaction involving Public Offering and (ii) the sale consummation of a Sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject (a) If at any time on or after the fifth anniversary of the Closing Date any Stockholder desires to Section 5.2 belowTransfer all or any portion of the Stock held by such Stockholder (other than pursuant to an Excluded Transfer), the Company such Stockholder (a "Selling Holder") shall deliver to Banc of America Strategic Investments Corporation each other Stockholder (“BASIC”a "Non-Selling Holder") a written notice (the “Financing "First Offer Notice”"), which shall set forth the number of shares of Stock (the "Offered Shares") at least twenty (20) proposed to be Transferred and the terms on which the Selling Holder irrevocably offers to Transfer such shares to the Non-Selling Holders. Each Non-Selling Holder shall have 30 days prior from the date the First Offer Notice is received to accepting an offer of a potential financing transaction involving the sale determine whether to purchase any of the Company’s securities Offered Shares for capital raising purposes ( “Proposed Financing”the purchase price and upon the terms specified in the First Offer Notice by giving written notice to the Selling Holder (a "Section 2.3 Notice") with one or more and stating therein the number of Offered Shares that such Non-Selling Holder wishes to purchase ("Section 2.3 Shares"). If a Non-Selling Holder determines not to purchase any of the entities listed on Exhibit E Offered Shares for the purchase price and upon the terms specified in the First Offer Notice, then such Non-Selling Holder shall not have the right to participate in any Proposed Sale (eachas defined in Section 2.4) as a Tagging Stockholder (as defined in Section 2.4), an “Enumerated Party”) if unless such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC Non-Selling Holder shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver delivered to the Company within 30 days from the date the First Offer Notice is received by such Non-Selling Holder a written notice setting forth BASIC’s good faith, comparable, counterproposal to the effect that it does not wish to purchase any of the Offered Shares, and which notice shall contain a non-binding indication of interest from such Non-Selling Holder whether it would consider participating in a Proposed Financing (Sale as a Tagging Stockholder if the “Financing Counterproposal”), which Financing Counterproposal shall be subject purchase price therein were at least equal to the Major Investors’ purchase price specified in the First Offer Notice. If a 7 7 Non-Selling Holder shall not have delivered a notice referred to in either of the two preceding sentences, then such Non-Selling Holder will be deemed to have elected not to exercise the right of participation set forth first offer specified in Section 3 above, unless the First Offer Notice and not to participate in any Proposed Sale (and thereafter such right of participation is otherwise waived by the Major Investors. The Company and BASIC Non-Selling Holder shall have ten (10) business days following the Company’s receipt not be entitled to receive any of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested notices with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”Proposed Sale under Section 2.4). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject Any Stockholder holding any shares of Preferred Stock may Transfer its shares of Preferred Stock to any Person; provided that other than in connection with a Transfer in accordance with Section 5.2 below3.01(a) or pursuant to or consequent upon the exercise of rights set forth in Sections 3.03 or 3.04 hereof, upon any such proposed Transfer of such shares of Preferred Stock by a Stockholder (any such Stockholder that is Transferring such shares of Preferred Stock, a “Transferring Stockholder”), each non-Transferring Stockholder holding shares of Preferred Stock (a “Non-Transferring A Stockholder”) shall have a right of first offer over such shares of Preferred Stock, which shall be exercised in the manner set forth in this Section 3.02. (a) The Transferring Stockholder shall provide the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) and each Non-Transferring A Stockholder with a written notice (the a “Financing Proposed Transfer Notice”) at least twenty of its desire to Transfer its shares of Preferred Stock. The Proposed Transfer Notice shall specify the number of shares of Preferred Stock such Transferring Stockholder wishes to Transfer. (20b) Each Non-Transferring A Stockholder shall have a period of fifteen (15) days prior to accepting an offer of a potential financing transaction involving following the sale receipt of the Company’s securities Proposed Transfer Notice to offer irrevocably to purchase all (but not less than all) of such shares of Preferred Stock for capital raising purposes ( cash consideration (an “Proposed FinancingOffer”) with one or more by delivering to the Transferring Stockholder a written notice stating its desire to purchase such shares of the entities listed on Exhibit E (eachPreferred Stock, an “Enumerated Party”) if its proposed cash purchase price for such Proposed Financing contemplates an Enumerated Party and/or one shares of Preferred Stock and any other material terms and conditions of its controlled affiliates purchasing proposed purchase. (c) In the event that the Transferring Stockholder elects to accept an aggregate number of securities no less Offer (provided, that the Transferring Stockholder may only accept the highest Offer, and, if more than one Offer is the greatest number of same, the Company’s securities Transferring Stockholder must accept such Offers on a pro rata basis), the Transferring Stockholder and the Non-Transferring A Stockholders whose Offer is accepted shall take such action as may be necessary to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall enter into a definitive agreement, which will include a summary of the material terms of the offer presented Offer, within 30 days of the date of acceptance by the Transferring Stockholder(s). The Transferring Stockholder(s) will provide representations, warranties, covenants and indemnities in its individual capacity in connection with such transaction, and such representations, warranties, covenants and indemnifications shall be limited to customary fundamental representations and warranties of (i) such Stockholder’s brokers and finders, (ii) such Stockholder’s title to its shares of Preferred Stock, free of all liens and encumbrances (other than those arising under applicable securities laws), (iii) such Stockholder’s authority, power and right to enter into and consummate the transaction without violating any other material agreement or Applicable Law, (iv) such Stockholder’s power and right to enter into and consummate the transaction without the consent of a Governmental Authority or Person and (v) the absence of any required consents for such Stockholder to enter into and consummate the transaction and the absence of any registration requirements in connection therewith. The Transferring Stockholder(s)’s liability under the definitive purchase agreement with respect to such transaction will not exceed the total purchase price paid by the Non-Transferring A Stockholder and received by such Enumerated Party. BASIC shall have twenty Transferring Stockholder(s) in such transaction except for liability resulting from fraud or knowing and intentional breach (20) days following receipt of it being further agreed that no such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal portion shall be subject to any escrow or holdback). (d) Subject to Section 3.03, if no Offer is made, the Major Investors’ right Transferring Stockholder may Transfer such shares of participation set forth in Section 3 above, unless Preferred Stock to any Person within four (4) months following such right of participation is otherwise waived by fifteen (15)-day period. (e) If the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC Transferring Stockholder does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodaccept an Offer, the Company Transferring Stockholder may proceed with the Proposed Financing with an Enumerated Party, or one Transfer such shares of its affiliates, on the terms set forth Preferred Stock to any Person at any time within four (4) months following such fifteen (15)-day period in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock exchange for cash consideration that is not less than the proposed purchase price and on terms and conditions no more favorable to the stockholders of the Company purchaser than the valuation set forth those specified in the BASIC Term Sheet proposed to be executed by BASICany single Offer.

Right of First Offer. Subject In the event that a Transfer Notice states that the Notifying Stockholder proposes to Section 5.2 belowTransfer shares of Stock in a transaction that does not constitute an Intra-Group Transfer, then, not later than 5:00pm Central Time on the 30th calendar day following date on which such Transfer Notice is deemed delivered to each of MB, the Company Voting Representative and the Successor Voting Representative (such 30 calendar day period, the “Election Period”), MB (or MB’s designee specified in writing to the Notifying Shareholder (any such designee, “MB’s Designee”)), individually and not as the Successor Voting Representative, shall deliver be entitled to Banc of America Strategic Investments Corporation (“BASIC”) a provide written notice (any such notice, the “Financing Election Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale each of the CompanyNotifying Stockholder, the Voting Representative and the Successor Voting Representative that MB (or, if applicable, MB’s securities for capital raising purposes ( “Proposed Financing”Designee) with one is electing to purchase all or more a portion (as specified in the Election Notice) of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one shares of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived Stock covered by the Major Investors. The Company Transfer Notice at the same per share price and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the other economic terms set forth in the Financing Transfer Notice; provided. Thereafter, and not later than 5:00pm Central Time on the 60th calendar day following the date on which such Election Notice is deemed delivered to each of the Notifying Stockholder, the Voting Representative and the Successor Voting Representative (or the first business day on which national banks in Dallas, Texas are open for the transaction of business in the event that such terms are 60th calendar day is not materially adverse such a business day), the Notifying Stockholder shall sell to MB (or, if applicable, MB’s Designee), and MB (or, if applicable, MB’s Designee) shall purchase from the Notifying Stockholder, the number of shares of Stock specified in the Election Notice (which shares shall be sold by the Notifying Stockholder pursuant to customary share transfer documentation and shall be free and clear of any liens, security interests, pledges, mortgages or similar encumbrances) in exchange for the payment by MB (or, if applicable, MB’s Designee) to the Company as compared to those set forth Notifying Stockholder of the per share purchase price and on the other economic terms specified in the BASIC Term Sheet proposed Transfer Notice applicable to the shares so purchased and sold. Any such shares so purchased by MB (or, if applicable, MB’s Designee) pursuant to this Paragraph 4.5 shall, upon the consummation of such purchase, no longer be executed by BASICsubject to the terms of this Agreement, and without limitation but such shares may become subject, if applicable, to the terms of the foregoingAdditional Voting Agreement. In the event that MB (or, which if applicable, MB’s Designee) does not exercise the right to purchase any shares of Stock covered by the Transfer Notice pursuant to this Paragraph 4.5, then the Notifying Stockholder shall include be permitted to effect the Transfer proposed in the Transfer Notice, on terms at least equal to 90% of the per share purchase price and the other economic terms and conditions resulting specified in an aggregate valuation the Transfer Notice, during the 60 calendar day period following the expiration of the Company’s outstanding capital stock that is Election Period. If, at the end of such 60 calendar day period, any shares of Stock covered by the Transfer Notice shall not less favorable have been so Transferred by the Notifying Stockholder, then such shares shall once again remain subject to the stockholders provisions of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICParagraph 4.

Right of First Offer. Subject to Section 5.2 below(A) Any Partner (the "Sending Partner"), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written at any time, may give notice (the “Financing "Selling Notice”") at least twenty to the other Partners (20the "Receiving Partners") of its desire to sell its Partnership Interest. At any time within sixty (60) days prior to accepting an offer of a potential financing transaction involving the sale after receipt of the Company’s securities for capital raising purposes ( “Proposed Financing”Selling Notice, the Receiving Partners each shall either: (i) with elect, by notice to the Sending Partner, to purchase or to cause its designee to purchase the Partnership Interest of the Sending Partner; or (ii) elect not to purchase or to cause its designee to purchase the Partnership Interest of the Sending Partner. (B) If one or more Receiving Partner shall elect to purchase the Partnership Interest of the entities listed Sending Partner, then: (i) the purchase price (the "Purchase Price") of such interest shall be an amount equal to that which the Sending Partner would have been entitled to receive if the Property were sold at the Fair Market Value, all liabilities of the Partnership, including non-recourse liabilities with respect to the Property were to be satisfied and the Partnership were to be dis- 77 83 solaxx xxxuidated pursuant to the terms of Article X hereof; (ii) the Purchase Price will be paid either in cash or, at the election of any of the Receiving Partners, by delivery of a purchase money note in the principal amount of the Purchase Price, which note will be secured by either a collateral assignment of leases and rents or a second mortgage, and which note shall have a term of three (3) years, prepayable in full at any time without penalty and with interest only payable during such term, at a rate computed and payable monthly on Exhibit E (eachthe basis of a fraction, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one the denominator of its controlled affiliates purchasing an aggregate which is 360 and the numerator of which is the number of securities no less than days in the greatest number billing period, equal to the Prime Rate in effect as of the Company’s securities first day of the month preceding the month in which an installment of interest is due; and (iii) the Sending Partner shall be removed immediately from the Partnership and the Sending Partner shall not be entitled to receive any distributions in connection therewith. (C) Upon determination of the Fair Market Value, each Receiving Partner shall have the option, to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have exercised within ten (10) business days following the Company’s receipt after determination of the Financing Counterproposal (the “Negotiation Period”) Fair Market Value, to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.rescind its

Right of First Offer. Subject For the period of 180 days from the date of this Agreement, Stockholder may sell at the market price on the date of such sale up to Section 5.2 below, 3,000,000 shares of the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice Owned Shares (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with "Subject Shares"), in one or more sales, to any person, other than a person that Parent reasonably deems to be member of the entities listed on Exhibit E (each, an “Enumerated Party”) medical device industry if such Proposed Financing contemplates an Enumerated Party and/or one sale is pursuant to clause (b)(i) of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faiththis Section 7.03, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right following conditions (a "Third Party Sale"): (a) Stockholder shall first offer to sell the Subject Shares to Parent and Purchaser by written notice evidencing the terms and conditions of participation set forth in Section 3 abovesuch offer before Stockholder effects any Third Party Sale, unless and if Parent or Purchaser accepts such right offer within 5 business days of participation is otherwise waived receipt thereof, Stockholder shall sell, and Parent or Purchaser shall purchase, the Subject Shares upon such terms and conditions as promptly as practicable after such acceptance, provided, if the market price for such Subject Shares declines by more than 5% after the Major Investors. The Company date of the notice and BASIC prior to purchase by Parent or Purchaser, Stockholder may rescind the offer and shall have ten no obligation to sell the Subject Shares to Parent or Purchaser pursuant to the offer, or (10b) if Parent or Purchaser does not accept such offer within 5 business days following days, Stockholder may effect a Third Party Sale so long as the Company’s receipt price and other terms and conditions of the Financing Counterproposal such Third Party Sale are no more favorable to such person than those offered to Parent and Purchaser in accordance with clause (the “Negotiation Period”a) above and either (i) such person has agreed to mutually agree on the final terms **** Certain information has been omitted and filed separately execute an agreement reasonably satisfactory to Parent pursuant to which such person shall participate in, vote for or otherwise support any exercise of an Option in accordance with the Securities terms and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing conditions hereof or (ii) such Subject Shares are sold in a brokered transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Noticeover-the-counter market for shares of Common Stock; provided, that that, in each case, any Third Party Sale at the then current over-the-counter market price for the Subject Shares shall not be deemed to be more favorable to such terms are not materially adverse person. Notwithstanding anything to the Company as compared contrary in this Section 7.03, Stockholder shall not, in any event, sell any Owned Shares to those set forth in any person if such Third Party Sale, alone or together with any other sales by the BASIC Term Sheet proposed to be executed by BASICControlling Stockholders, and without limitation would cause the combined ownership of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than by the valuation set forth in the BASIC Term Sheet proposed Controlling Stockholders, Parent and Purchaser to be executed by BASICless than 52% of such capital stock, calculated on a Fully Diluted Basis.

Right of First Offer. Subject to the terms and conditions specified in this Section 5.2 below7, the Company Corporation hereby grants to each Stockholder a right of first offer with respect to future sales of Securities by the Corporation. Each time the Corporation proposes to offer any Securities (“New Shares”), the Corporation shall first make an offering of such New Shares to each Stockholder in accordance with the following provisions: (a) The Corporation shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Offer Notice”) at least twenty to the Stockholders stating (20i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Shares. (b) By written notification received by the Corporation within fifteen (15) days prior after receipt of the Offer Notice, the Stockholder may elect to accepting purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Shares which equals the proportion that the number of Securities issued and held by such Stockholder bears to the total number of Securities, on a Common Stock Equivalent Basis, of the Corporation then outstanding as of the date of the Offer Notice. (c) If all New Shares referred to in the Offer Notice are not elected to be obtained as provided in Section 7(b) hereof, the Corporation may, during the sixty (60)-day period following the delivery of the Offer Notice, offer the remaining unsubscribed portion of such New Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Offer Notice. If the Corporation does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”New Shares within such period, or if such agreement is not consummated within sixty (60) with one or more days of the entities listed on Exhibit E (eachexecution thereof, an “Enumerated Party”) if the right provided hereunder shall be deemed to be revived and such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than New Shares shall not be offered unless first reoffered to the greatest number Stockholders in accordance herewith. Any of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall New Shares which have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver been offered to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing Corporation and which have not been sold within said sixty (the “Financing Counterproposal”), which Financing Counterproposal 60)-day period shall again be subject to the Major Investors’ right of participation first offer set forth in this Section 3 above, unless such 7. (d) The right of participation is otherwise waived first offer in this Section 7 shall not be applicable (i) to the issuance of shares of Common Stock (or Securities convertible into Common Stock) not to exceed 1,000,000 shares in the aggregate to employees, consultants or directors of the Corporation pursuant to the 2005 Plan (as amended from time to time); (ii) to or after consummation of a Qualified Public Offering; (iii) to the issuance of Securities pursuant to the conversion or exercise of convertible or exercisable Securities outstanding on the date of this Agreement or issued after the date of this Agreement in compliance with this Section 7; (iv) to the issuance of Securities pursuant to reclassifications, stock splits, stock dividends or like transactions; (v) to the issuance of Common Stock upon conversion of Preferred Stock; (vi) to the issuance of Securities in connection with a bona fide business acquisition by the Major Investors. The Company and BASIC shall have ten Corporation, whether by merger, consolidation, purchase of assets, exchange of stock or otherwise; (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”vii) to mutually agree on the final terms **** Certain information issuance of Securities to Persons with which the Corporation has been omitted or is entering into business relationships (including customers, vendors and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect lenders), or (viii) to the omitted portions. issuance of Securities to a Strategic Partner; provided, however, that the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms exceptions set forth in the Financing Notice; providedclauses (vii) and (viii) shall be limited to issuances of Securities that do not exceed 2% in any one instance, that such terms are not materially adverse to the Company as compared to those set forth and 10% in the BASIC Term Sheet proposed to be executed by BASICaggregate, and without limitation of the foregoingtotal issued and outstanding Securities determined, which shall include economic terms in each instance, at the time of such issuance and conditions resulting taking in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICaccount such issuance.

Right of First Offer. Subject With respect to any Shares that the Purchaser wishes to Transfer, other than pursuant to Section 5.2 below4.3 hereof, the Company following provisions shall apply. (a) If the Purchaser desires to Transfer any such Shares, the Purchaser shall deliver to Banc the Company, the Principal Shareholders, and the Management Employees a written notice, which shall be irrevocable for a period of America Strategic Investments Corporation 60 days after delivery, offering all of such Shares to the Company, and so long as the Principal Shareholders then own more than 50% of the Combined Voting Power of the then outstanding shares of capital stock of the Company, the Principal Shareholders, and the Management Employees at the purchase price and on the terms specified in the written notice. The Company shall have the first right and option, for a period of 30 days after delivery of such written notice, to purchase all (“BASIC”but not part) of such Shares at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the Purchaser within such 30-day period. (b) If the “Financing Notice”) at least twenty (20) days prior Company fails to accepting an offer accept such offer, then upon the earlier of the expiration of such 30-day period or upon the receipt of a potential financing transaction involving written rejection of such offer from the sale Company, the Principal Shareholders shall have the second right and option, until 15 days after the expiration of the 30-day period, to purchase all (but not part) of such Shares offered at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the Purchaser within the 15-day period. (c) If the Principal Shareholders fail to accept such offer, then upon the earlier of the expiration of such 15-day period or upon the receipt of a written rejection of such offer from the Principal Shareholders, the Management Employees (as a group) shall have the third right and option, until 15 days after the expiration of the 15-day period, to purchase on a pro rata basis with all Management Employees so electing all (but not part) of such Shares offered at the purchase price and on the terms specified in the notice. Such acceptance shall be made by delivering a written notice to the Purchaser within the second 15-day period. (d) If the Company, Principal Shareholders, and the Management Employees do not elect to purchase the Shares so offered, then the Purchaser may Transfer all (but not part) of such Shares at a price not less than the price, and on terms not more favorable to the transferee of such Shares than the terms, stated in the original written notice of intention to sell, at any time within 15 days after the expiration of the period in which the Management Employees could elect to purchase such Shares. If such Shares are not sold by the Purchaser during such 15-day period, the right of the Purchaser to sell such Shares shall expire and the rights and obligations set forth in this Section 4.4 shall be reinstated with respect to such Shares. (e) The rights of the Principal Shareholders under this Section 4.4 shall terminate if at the time of the proposed Transfer the Principal Shareholders do not own more than 50% of the Combined Voting Power of the then outstanding shares of capital stock of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject Prior to Section 5.2 belowmaking any sale or transfer of the Warrant or the Warrant Shares, the Purchaser shall give the Company the opportunity to purchase such Warrant or Warrant Shares in the following manner: (a) The Purchaser shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written give notice (the “Financing Notice”"TRANSFER NOTICE") at least twenty (20) days prior to accepting an offer the Company in writing of a potential financing transaction involving such intention, specifying the sale portion of the Company’s securities for capital raising purposes ( “Proposed Financing”Warrant (the "WARRANT INTEREST") with one or more the amount of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities Warrant Shares proposed to be sold to any investor or transferred, the proposed price per share therefor (or group of affiliated investorsthe "TRANSFER PRICE") participating in such Proposed Financing. The Financing Notice shall include a summary of and the other material terms of the offer presented by upon which such Enumerated Party. BASIC disposition is proposed to be made. (b) The Company shall have twenty (20) days following the right, exercisable by irrevocable written notice given by the Company to the Purchaser within 24 hours after receipt of such Financing Transfer Notice, to purchase all but not part of the Warrant Interest or the Warrant Shares specified in such Transfer Notice (the “Response Period”) to deliver for a price per share equal to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal Transfer Price and otherwise on terms no less favorable to the Proposed Financing (Purchaser than those described in the “Financing Counterproposal”)Transfer Notice; provided that if the Company notifies the Purchaser of its election to exercise its right of first offer, which Financing Counterproposal shall be subject the Purchaser may, by notice to the Major Investors’ Company, within 5 business days, withdraw the Transfer Notice, and decline to sell or transfer the Warrant Interest or the Warrant Shares. (c) If the Company exercises its right of participation first offer hereunder, the closing of the purchase (including the payment in full therefor) of the Warrant Interest or Warrant Shares with respect to which such right has been exercised shall take place on the date specified in the Company's acceptance (which date shall not be more than 45 days after the date of such acceptance) at the offices of the Purchaser located at the address set forth in Section 3 abovethis Agreement, unless or at such right of participation is otherwise waived by other time and place as the Major InvestorsCompany and the Purchaser may agree. The Company and BASIC the Purchaser will use their respective best (d) If the Company does not exercise its right of first offer hereunder within the time specified for such exercise, the Purchaser shall have ten (10) business be free, during the period of 120 calendar days following the Company’s receipt expiration of such time for exercise, to sell the Financing Counterproposal (the “Negotiation Period”) to mutually agree Warrant Interest or Warrant Shares specified in such Transfer Notice on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect no less favorable to the omitted portions. buyer of such Warrant Interest or Warrant Shares than the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on terms specified in such terms Transfer Notice. (the “BASIC Term Sheet”). e) In the event BASIC does not deliver to that the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable elects to mutually agree, after good faith negotiations by both parties, on the final terms exercise a right of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodfirst offer under this Section 7.3, the Company may proceed with specify prior to closing such purchase another person as its designee to purchase the Proposed Financing with an Enumerated Party, Warrant Interest or one of its affiliates, on the terms set forth in the Financing Notice; provided, that Warrant Shares to which such terms are not materially adverse to notice relates. If the Company shall designate another person as compared the Purchaser pursuant to those set forth in this Section 7.3, the BASIC Term Sheet proposed to be executed by BASIC, and without limitation giving of notice of acceptance of the foregoing, which right of first offer by the Company shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders constitute a legally binding obligation of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICcomplete such purchase if such person shall fail to do so.

Right of First Offer. Subject (a) Prior to Section 5.2 belowmaking any Transfer of Units or other interests in the LLC (other than a Transfer in connection with a Public Offering, a Public Sale of the Company shall deliver type referred to Banc in clause (i) of America Strategic Investments Corporation the definition thereof or a Sale of the Company), any Unitholder desiring to make such Transfer (the “BASICSelling Unitholder”) a will give written notice (the “Financing Offer Notice”) at least twenty to the LLC and the other Unitholders (20) the “Other Unitholders”). The Offer Notice will disclose in reasonable detail the number of Units or other interests in the LLC to be offered for sale and the terms and conditions of the proposed sale. Such Selling Unitholder will not consummate any Transfer until 45 days after the Offer Notice has been given to the Other Unitholders, unless the parties to the Transfer have been finally determined pursuant to this Section 10.2 prior to accepting an offer the expiration of a potential financing transaction involving the sale such 45-day period. (The date of the Company’s securities for capital raising purposes ( first to occur of such events is referred to herein as the “Proposed FinancingAuthorization Date”.) with The Offer Notice shall constitute a binding offer to sell the Units or other interests in the LLC on such terms and conditions contained therein. (b) The Other Unitholders may elect to purchase all (but not less than all) of the Units or other interests to be sold upon the same terms and conditions as those set forth in the Offer Notice by giving written notice of such election to such Selling Unitholder within 25 days after the Offer Notice has been given to the Other Unitholders. If more than one Unitholder elects to purchase the Units or other interests to be transferred, the Units or other interests in the LLC to be sold shall be allocated among the electing Other Unitholders pro rata according to the number of Common Units and Class B Preferred Units that are owned by each electing Other Unitholder on a fully diluted basis. If one or more of the entities listed on Exhibit E (eachOther Unitholders have elected to purchase Units or other interests in the LLC from the Selling Unitholder, an “Enumerated Party”) if the transfer of such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Units or other interests shall be consummated as soon as practicable after delivery of the Company’s securities election notices to be sold to the Selling Unitholder, but in any investor (event within 15 days after the Authorization Date. If one or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary more of the material terms Other Unitholders do not elect to purchase all of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Units or other interests specified in the Offer Notice, the Selling Unitholder may transfer the Units or other interests specified in the Offer Notice (the “Response Period”) to deliver at a price and on terms no more favorable to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to transferee(s) thereof than specified in the Proposed Financing (Offer Notice during the “Financing Counterproposal”), which Financing Counterproposal shall 90-day period immediately following the Authorization Date. Any Units or other interests not Transferred within such 90-day period will be subject to the Major Investors’ right provisions of participation this Section 10.2 upon subsequent Transfer. (c) The restrictions of this Section 10.2 will not apply with respect to Transfers to Permitted Transferees. (d) Notwithstanding anything herein to the contrary, except pursuant to clause (c) above, in no event shall any Transfer of Units pursuant to this Section 10.2 be made for any consideration other than cash payable upon consummation of such Transfer. (e) The restrictions set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC 10.2 shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested continue with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet each Unit or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth other interest in the Financing Notice; providedLLC until the earlier of (i) the date on which such Units or other interests have been transferred in a Public Sale, that such terms are not materially adverse to (ii) the Company as compared to those set forth in consummation of an Approved Sale, (iii) the BASIC Term Sheet proposed to be executed by BASICconsummation of a Qualified IPO, and without limitation of (iv) the foregoing, date on which shall include economic terms such Units or other interests have been transferred pursuant to this Section 10.2 (other than pursuant to Section 10.2(c) and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable other than a transfer to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed a Unitholder purchasing from a Selling Unitholder pursuant to be executed by BASICSection 10.2(b)).

Right of First Offer. Subject (a) Prior to Section 5.2 belowmaking any Transfer of Units or other interests in the LLC (other than a Transfer in connection with a Public Offering, a Public Sale of the Company shall deliver type referred to Banc in clause (i) of America Strategic Investments Corporation the definition thereof or a Sale of the Company), any Unitholder desiring to make such Transfer (“BASIC”the "Selling Unitholder") a will give written notice (the “Financing "Offer Notice”") at least twenty to the LLC and the other Unitholders (20) the "Other Unitholders"). The Offer Notice will disclose in reasonable detail the number of Units or other interests in the LLC to be offered for sale and the terms and conditions of the proposed sale. Such Selling Unitholder will not consummate any Transfer until 45 days after the Offer Notice has been given to the Other Unitholders, unless the parties to the Transfer have been finally determined pursuant to this Section 10.2 prior to accepting an offer the expiration of a potential financing transaction involving the sale such 45-day period. (The date of the Company’s securities for capital raising purposes ( “Proposed Financing”first to occur of such events is referred to herein as the "Authorization Date".) with The Offer Notice shall constitute a binding offer to sell the Units or other interests in the LLC on such terms and conditions contained therein. (b) The Other Unitholders may elect to purchase all (but not less than all) of the Units or other interests to be sold upon the same terms and conditions as those set forth in the Offer Notice by giving written notice of such election to such Selling Unitholder within 25 days after the Offer Notice has been given to the Other Unitholders. If more than one Unitholder elects to purchase the Units or other interests to be transferred, the Units or other interests in the LLC to be sold shall be allocated among the electing Other Unitholders pro rata according to the number of Common Units that are owned by each electing Other Unitholder on a fully diluted basis. If one or more of the entities listed on Exhibit E (eachOther Unitholders have elected to purchase Units or other interests in the LLC from the Selling Unitholder, an “Enumerated Party”) if the transfer of such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Units or other interests shall be consummated as soon as practicable after delivery of the Company’s securities election notices to be sold to the Selling Unitholder, but in any investor (event within 15 days after the Authorization Date. If one or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary more of the material terms Other Unitholders do not elect to purchase all of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Units or other interests specified in the Offer Notice, the Selling Unitholder may transfer the Units or other interests specified in the Offer Notice (the “Response Period”) to deliver at a price and on terms no more favorable to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to transferee(s) thereof than specified in the Proposed Financing (Offer Notice during the “Financing Counterproposal”), which Financing Counterproposal shall 90-day period immediately following the Authorization Date. Any Units or other interests not Transferred within such 90-day period will be subject to the Major Investors’ right provisions of participation this Section 10.2 upon subsequent Transfer. (c) The restrictions of this Section 10.2 will not apply with respect to Transfers to Permitted Transferees. (d) Notwithstanding anything herein to the contrary, except pursuant to clause (c) above, in no event shall any Transfer of Units pursuant to this Section 10.2 be made for any consideration other than cash payable upon consummation of such Transfer. (e) The restrictions set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC 10.2 shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested continue with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet each Unit or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth other interest in the Financing Notice; providedLLC until the earlier of (i) the date on which such Units or other interests have been transferred in a Public Sale, that such terms are not materially adverse to (ii) the Company as compared to those set forth in consummation of an Approved Sale, (iii) the BASIC Term Sheet proposed to be executed by BASICconsummation of a Qualified IPO, and without limitation of (iv) the foregoing, date on which shall include economic terms such Units or other interests have been transferred pursuant to this Section 10.2 (other than pursuant to Section 10.2(c) and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable other than a transfer to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed a Unitholder purchasing from a Selling Unitholder pursuant to be executed by BASICSection 10.2(b)).

Right of First Offer. (a) Subject to Section 5.2 below3.1 (other than a Transfer: (i) to Permitted Transferees; (ii) pursuant to a merger, consolidation or similar transaction in which the Company is a constituent corporation; (iii) pursuant to a redemption or repurchase by the Company or (iv) pursuant to Section 3.3 or 3.4), if at any time the Investor or any of its Permitted Transferees in good faith desires to Transfer any of the Equity-Linked Securities to a buyer who is not an Affiliate of the Investor (a “Buyer”), for a period of 60 days after the Company has received notice of such proposed sale pursuant to Section 3.2(d) (such date of receipt, the “Notice Date”), the Company shall deliver have the right to Banc purchase for cash all (but not less than all) of America Strategic Investments Corporation (“BASIC”) a written notice the Equity-Linked Securities proposed to be sold or transferred by the Investor or its Permitted Transferee, as applicable (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing CounterproposalOffered Securities”), which Financing Counterproposal shall be subject at the same price per unit or share and on the same terms and conditions as provided in the Offer Notice (as defined in Section 3.2(d) below). (b) Notwithstanding the foregoing, in the event the Company does not purchase all of the Offered Securities, then the Investor or its Permitted Transferee, as applicable, may sell all, but not less than all, of the Offered Securities to the Major Investors’ right of participation Buyer at a price per unit or share equal to or greater than the price set forth in Section 3 abovein, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) on terms and conditions no more favorable to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation PeriodBuyer as provided in, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Offer Notice; provided, that (i) if the Investor or its Permitted Transferee, as applicable, does not enter into a definitive agreement to sell such Offered Securities to a bona fide Buyer at a price per unit or share equal to or greater than the price set forth in, and on terms are and conditions no more favorable to Buyer as provided in, the Offer Notice within 30 days after the Company’s waiver of, or the expiration of the time to exercise, the options set forth in this Section 3.2(b), or (ii) after entering into such definitive agreement in accordance with the foregoing clause (i), the Investor or its Permitted Transferee, as applicable, does not materially adverse consummate the sale of such Offered Securities to such Buyer within 120 days of entering into such definitive agreement (provided that the period within which such sale must be closed shall be extended to the extent necessary to obtain required governmental and other approvals or otherwise comply with applicable Law), the restrictions provided for herein shall again become effective, and no Transfer of such Offered Securities may be made thereafter by the Investor or its Permitted Transferee, as applicable, without again offering the same to the Company in accordance with this Section 3.2. (c) The Company may assign its rights under this Section 3.2; provided, that the Company shall notify the Investor at least 20 Business Days prior to such assignment and the Investor shall have the right to veto any assignment to a party that, in the Investor’s reasonable opinion, would violate the Investor’s regulatory compliance obligations; provided, further, that the Company shall remain jointly and severally liable for the assignee’s obligation to purchase the Offered Securities. (d) In the event the Investor or any of its Permitted Transferees proposes to undertake a Transfer of Equity-Linked Securities, the Investor or its Permitted Transferee, as compared applicable, shall give the Company written notice of its intention, describing in reasonable detail the price and general terms upon which the Investor or its Permitted Transferee, as applicable, proposes to those Transfer the Equity-Linked Securities (the “Offer Notice”). The Company shall have 60 days from the Notice Date to exercise its right under this Section 3.2 for the price and upon the general terms specified in the Offer Notice by giving written notice to the Investor or its Permitted Transferee, as applicable, and stating therein the quantity and type of Equity-Linked Securities to be purchased by the Company (or any designee thereof). The closing of the Transfer of Equity-Linked Securities covered by any such exercise of rights by the Company pursuant to Section 3.2 shall occur on the date, if any, set forth in the BASIC Term Sheet proposed Offer Notice (which shall be no later than 120 days following the date of the Offer Notice) or on such other date as the parties may agree; provided that the period within which such sale must be closed shall be extended to the extent necessary to obtain required governmental and other approvals or otherwise comply with applicable Law. At the closing, the Investor or Permitted Transferee, as applicable, shall pay all requisite transfer taxes, if any, and such Equity-Linked Securities to be executed by BASICtransferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed pursuant to this Agreement, the Restated Certificate of Incorporation, the Bylaws and applicable federal and state securities laws), and without limitation the Company (or any designee thereof) shall deliver payment of the foregoing, which shall include economic purchase price therefor on the terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth described in the BASIC Term Sheet proposed to be executed by BASICOffer Notice.

Right of First Offer. Subject to Section 5.2 belowUntil the later of (i) two years after the date of this Agreement and (ii) the date on which the value of (A) the volume weighted average price of a share of Common Stock for twenty consecutive trading days multiplied by (B) the number of shares of Common Stock held by stockholders other than the Tengram Stockholders, the Company GSO Stockholders, and each of their respective Affiliates, exceeds $400.0 million, prior to any transfer by one or more Stockholders, individually or as a group (the “Transferring Stockholder”), of all or any portion of its Common Stock constituting greater than ten percent (10%) of the total number of shares of Common Stock outstanding (the “Offered Shares”), in any transaction or series of related transactions, to any Person other than an Affiliate of such Transferring Stockholder (including any investment fund or other entity or separately managed account controlled or managed by, or under common control with, such Transferring Stockholder), such Transferring Stockholder must first comply with the provisions of this Section 2(d): (i) The Transferring Stockholder shall first deliver to Banc of America Strategic Investments Corporation each other Stockholder (the “BASICOfferees”) a written notice (the “Financing Offer Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving that sets forth the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than Offered Shares, the greatest number of amount per share that the Company’s securities Transferring Stockholder proposes to be sold to paid for the Offered Shares (the “Sale Price”), the manner of payment and any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the other material terms of such offer or sale. The Offer Notice shall constitute an irrevocable offer by the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) Transferring Stockholder to deliver sell to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to Offerees the Proposed Financing (Offered Shares for cash at the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, Sale Price on the terms set forth in the Financing Offer Notice; provided, . (ii) Each Offeree shall have until the 10th Business Day (the “Offer Expiration Date”) following the delivery of the Offer Notice (the “Offer Period”) in which to notify the Transferring Stockholder and the other Offerees that it accepts such offer as to all or any portion of the Offered Shares offered to such Offeree for the Sale Price and on the material terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed Offer Notice, which notice shall specify the maximum number of the Offered Shares it wishes to purchase. (iii) If one or more Offerees accept such offer with respect to all or a portion of the Offered Shares, a closing of the purchase of such Offered Shares (the “ROFO Closing”) shall take place at the principal office of the Corporation at 10:00 a.m. on the 20th Business Day after the date on which the Offering Notice was delivered unless the parties agree on a different place or time. At the ROFO Closing, the Sale Price shall be executed by BASICpayable in accordance with the payment terms of the Offer Notice. (iv) If the Offerees do not elect to purchase all of the Offered Shares for the Sale Price prior to expiration of the Offer Period, the Transferring Stockholder shall have the right, subject to the other provisions of this Section 2 and the terms and conditions specified in Section 4 and Section 7, to sell the Offered Shares for a period of 120 days (the “Sale Period”) at a price per share no less than the Sale Price and on other terms no more favorable to the transferees thereof than offered to the Offerees in the Offer Notice. If an Offeree does not transfer the Offered Shares before the end of the Sale Period, such Offeree may not sell any Offered Shares without limitation of repeating the foregoing procedures. Notwithstanding the foregoing, which this Section 2(d) shall include economic terms and conditions resulting in an aggregate valuation not apply to any transfer or proposed transfer (i) of all of the Company’s outstanding capital stock that is not less favorable to the stockholders Common Stock of the Company than the valuation set forth in the BASIC Term Sheet proposed Corporation (whether by merger, consolidation, tender offer or otherwise); (ii) pursuant to be executed by BASICan effective registration statement covering any such shares of Common Stock; or (iii) to Affiliates of such Transferring Stockholder.

Right of First Offer. Subject For the period of 180 days from the date of this Agreement, Stockholder may sell at the market price on the date of such sale up to Section 5.2 below, 500,000 shares of the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice Owned Shares (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with "Subject Shares"), in one or more sales, to any person, other than a person that Parent reasonably deems to be member of the entities listed on Exhibit E (each, an “Enumerated Party”) medical device industry if such Proposed Financing contemplates an Enumerated Party and/or one sale is pursuant to clause (b)(i) of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faiththis Section 7.03, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right following conditions (a "Third Party Sale"): (a) Stockholder shall first offer to sell the Subject Shares to Parent and Purchaser by written notice evidencing the terms and conditions of participation set forth in Section 3 abovesuch offer before Stockholder effects any Third Party Sale, unless and if Parent or Purchaser accepts such right offer within 5 business days of participation is otherwise waived receipt thereof, Stockholder shall sell, and Parent or Purchaser shall purchase, the Subject Shares upon such terms and conditions as promptly as practicable after such acceptance, provided, if the market price for such Subject Shares declines by more than 5% after the Major Investors. The Company date of the notice and BASIC prior to purchase by Parent or Purchaser, Stockholder may rescind the offer and shall have ten no obligation to sell the Subject Shares to Parent or Purchaser pursuant to the offer, or (10b) if Parent or Purchaser does not accept such offer within 5 business days following days, Stockholder may effect a Third Party Sale so long as the Company’s receipt price and other terms and conditions of the Financing Counterproposal such Third Party Sale are no more favorable to such person than those offered to Parent and Purchaser in accordance with clause (the “Negotiation Period”a) above and either (i) such person has agreed to mutually agree on the final terms **** Certain information has been omitted and filed separately execute an agreement reasonably satisfactory to Parent pursuant to which such person shall participate in, vote for or otherwise support any exercise of an Option in accordance with the Securities terms and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing conditions hereof or (ii) such Subject Shares are sold in a brokered transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Noticeover-the-counter market for shares of Common Stock; provided, that that, in each case, any Third Party Sale at the then current over-the-counter market price for the Subject Shares shall not be deemed to be more favorable to such terms are not materially adverse person. Notwithstanding anything to the Company as compared contrary in this Section 7.03, Stockholder shall not, in any event, sell any Owned Shares to those set forth in any person if such Third Party Sale, alone or together with any other sales by the BASIC Term Sheet proposed to be executed by BASICControlling Stockholders, and without limitation would cause the combined ownership of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than by the valuation set forth in the BASIC Term Sheet proposed Controlling Stockholders, Parent and Purchaser to be executed by BASICless than 52% of such capital stock, calculated on a Fully Diluted Basis.

Right of First Offer. Subject (a) Except as set forth in Section 4.1(b), 4.1(c) or 4.4(f), if a Shareholder proposes to Section 5.2 below, Transfer all or any portion of its Shares (the Company shall deliver to Banc of America Strategic Investments Corporation (“BASICPublicly Offered Shares”) in a written Public Offering or in Brokers Transactions, then such Transferring Shareholder shall give notice (the “Financing Public Sale Notice”) at least twenty of such intention to Transfer the Publicly Offered Shares to the Non-Transferring Shareholders. Such Public Sale Notice shall set forth: (20i) days prior the number of Publicly Offered Shares proposed to accepting an offer of a potential financing transaction involving be transferred; (ii) the sale price per Share determined in good faith by the Transferring Shareholder on the date of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Public Sale Notice (the “Response PeriodFirst Offer Price”), (iii) the planned date of such Transfer, and (iv) any other material proposed terms of the Transfer. (b) Upon receipt of the Public Sale Notice, the Non-Transferring Shareholders shall have the right, for a period of 60 days following the date such Public Sale Notice is received (or if the KO Shareholders are the Non-Transferring Shareholders, until 15 days after the first meeting of the KO Board of Directors which is held at least 30 days after the date on which the KO Shareholders receive the Public Sale Notice), to deliver notify the Transferring Shareholder of the election to purchase the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to Publicly Offered Shares at the Proposed Financing First Offer Price (the “Financing CounterproposalFirst Notice Period”). The Public Sale Notice shall constitute an offer to the Non-Transferring Shareholders, which Financing Counterproposal shall be subject irrevocable during the First Notice Period, to sell to the Major Investors’ Non-Transferring Shareholders the Publicly Offered Shares upon the terms provided in this Section 4.4 and the Public Sale Notice. (c) If the Non-Transferring Shareholders timely notify the Transferring Shareholder of the election to exercise the right to purchase the Publicly Offered Shares, the purchase, sale and transfer of participation the Publicly Offered Shares shall take place on a date fixed by the Non-Transferring Shareholders which must be a date within 60 days after the delivery of the election to purchase such Publicly Offered Shares. The closing of such purchase shall be effected in accordance with Section 4.5. (d) If the Non-Transferring Shareholders fail to timely notify the Transferring Shareholder of the election to exercise the right to purchase the Publicly Offered Shares within the First Notice Period, or if, following notification, the Non-Transferring Shareholders shall fail to consummate the purchase of the Publicly Offered Shares within the time period set forth in Section 3 aboveparagraph (c) above (other than a failure to consummate a sale of the Publicly Offered Shares which results from the inability or failure of the Transferring Shareholder to transfer good and marketable title to such Publicly Offered Shares, unless such right of participation is otherwise waived a breach by the Major Investors. The Company and BASIC Transferring Shareholder of this Agreement or otherwise due to circumstances not reasonably within the control of the Non-Transferring Shareholders), then the Transferring Shareholder shall have ten (10) business the right for a period of 90 days following after the Company’s receipt termination of the Financing Counterproposal First Notice Period (or after the “Negotiation Period”) to mutually agree on earlier waiver by the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Non-Transferring Shareholders of the financing transaction contemplated by right to purchase), to Transfer the Financing Counterproposal and execute Publicly Offered Shares at a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does price not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms less than 90 percent of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation PeriodFirst Offer Price (x) in a Public Offering, the Company may proceed with the Proposed Financing with an Enumerated Party, subject to Section 4.4(e) or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.(y)

Right of First Offer. Subject 325596.v2 70 (a) If at any time a Member proposes to Section 5.2 belowsell, assign, or otherwise dispose of all or any part of, or to solicit bids from any third party to purchase or otherwise acquire, all or any portion of its interest in the Company (other than sales or other dispositions to Affiliates of such Member), such Member (the "Soliciting Member") shall first notify the other Member (the "Notified Member") in writing of such Soliciting Member's desire to sell such interest in the Company. (b) The Notified Member shall have 10 days to make a first cash offer to purchase, and negotiate for the purchase of, the interest in the Company that the Soliciting Member desires to sell. If the Soliciting Member does not accept a bona fide first cash offer made by the Notified Member to purchase the Soliciting Member's interest in the Company, the Soliciting Member shall deliver not sell, assign or otherwise dispose of, or enter into any binding agreement to Banc sell, assign or otherwise dispose of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale all or any part of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Soliciting Member's interest in the Company during the 90- day period following such 10-day first offer period, unless the cash value of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less consideration to be received by the Soliciting Member from a third party purchaser is greater than the greatest number of cash offer made by the Company’s securities Notified Member. If the Soliciting Member does not sell or enter into a binding agreement to be sold to any investor (or group of affiliated investors) participating sell its interest in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company within such 90- day period, it shall again afford the Notified Member the opportunity to make a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested first offer with respect to the omitted portions. proposed sales of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth Soliciting Member's interest in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared provided above. (c) If the Notified Member does not elect to those set forth in the BASIC Term Sheet proposed make a first cash offer to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders purchase all of the Company than interest offered by the valuation set forth Soliciting Member during the 10-day period provided for in Section 13.2(b), the Soliciting Member may sell the interest within 90 days after the expiration of the 10-day period provided for in Section 13.2(b). If the Soliciting Member does not sell or enter into a binding agreement to sell its interest in the BASIC Term Sheet Company within such 90- day period, it shall again afford the Notified Member the opportunity to make a first offer with respect to proposed to be executed by BASICsales of the Soliciting Member's interest in the Company as provided in Section 13.2(a).

Right of First Offer. Subject (i) At least 30 days prior to Section 5.2 belowmaking any Transfer of five percent (5%) or more of any Founding Holder's Stockholder Shares (other than a Transfer to the Company), the Company transferring Founding Holder (the "TRANSFERRING OWNER") shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (a "FIRST OFFER NOTICE") to the “Financing Notice”) at least twenty Company and to all Investors. No Founding Holder shall consummate any Transfer of any Stockholder Shares until 20 days after such delivery (20) days prior the "FIRST OFFER ELECTION PERIOD"). The First Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to accepting an offer of a potential financing transaction involving be transferred, the sale proposed terms and conditions of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Transfer and the identity of the entities listed proposed transferee(s) (if known). First, the Company may elect to purchase all or any portion of the Stockholder Shares specified in the First Offer Notice at the price and on Exhibit E the terms specified therein by delivering written notice of such election to the Transferring Owner as soon as practical but in any event within ten days after the delivery of the First Offer Notice to the Company. If the Company has not elected to purchase all of such Stockholder Shares within such ten-day period, it shall promptly (each, an “Enumerated Party”but in any event within such ten-day period) if such Proposed Financing contemplates an Enumerated Party and/or one give notice to the Investors of its controlled affiliates purchasing an aggregate the number of such Stockholder Shares it has agreed to purchase, if any, and the Investors (other than the Transferring Owner) may elect to purchase all or any portion of such Stockholder Shares at the price and on the terms specified in the First Offer Notice by delivering written notice of such election (which shall state the maximum number of Stockholder Shares such Stockholder desires to purchase) to the Transferring Owner as soon as practical, but in any event within 20 days after delivery of the First Offer Notice. If the Investors have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Owner and not being purchased by the Company, such Stockholder Shares shall be allocated among the Investors electing to purchase shares pro rata based upon the number of Stockholder Shares held by each such Investor, with such allocation process being repeated until either all such Stockholder Shares have been so allocated or all electing Investors have been allocated the maximum number of Stockholder Shares they have indicated a desire to purchase in their election notice. If the Company and/or the Investors have elected to purchase all of the Stockholder Shares specified in the First Offer Notice from the Transferring Owner, the Transfer of such securities shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Owner, but in any event within 10 days after the expiration of the First Offer Election Period. (ii) Subject to SECTION 3(c), to the extent that the Company and/or the Investors have not elected to purchase all of the Stockholder Shares being offered, the Transferring Owner may, within 90 days after the expiration of the First Offer Election Period, Transfer such remaining Stockholder Shares at a price no less than the greatest number of price per share specified in the Company’s securities First Offer Notice and on other terms no more favorable to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver transferees than those offered to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to in the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal First Offer Notice. Any Stockholder Shares not Transferred in accordance with this SECTION 3(b) within such 90-day period shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver reoffered to the Company and the Financing Counterproposal within Investors (other than the Response Period or Transferring Owner) under this SECTION 3(b) prior to any Transfer. The purchase price specified in any First Offer Notice shall be payable solely in cash at the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms closing of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Periodor in installments over time, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth as specified in the Financing First Offer Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject to the terms and conditions contained in this Section 5.2 below2.1, the Company shall deliver hereby grants to Banc each Investor the right of America Strategic Investments Corporation first offer to purchase its Pro Rata Portion of any New Securities (“BASIC”as defined in subsection 2.1(b)) a written notice which the Company may, from time to time, propose to sell and issue. An Investor's "Pro Rata Portion" for purposes of this Section 2.1 is the ratio that (x) the “Financing Notice”) at least twenty (20) days prior to accepting an offer sum of a potential financing transaction involving the sale number of shares of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of 's Common Stock then held by such Investor and the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number shares of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary 's Common Stock issuable upon conversion of the material terms Preferred Stock then held by such Investor bears to (y) the sum of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt total number of such Financing Notice (shares of Company's Common Stock then outstanding and the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right number of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation shares of the Company’s outstanding capital stock that is not less favorable to the stockholders 's Common Stock issuable upon conversion of the then outstanding Preferred Stock. Each Series B Holder shall have a right of overallotment such that if any Series B Holder fails to exercise its right to purchase its total Pro Rata portion of New Securities, the other Series B Holders may purchase the non-purchasing Series B Holder's portion on a pro rata basis within fifteen (15) days from the date that the Company than provides written notice of such failure. Each Series C Holder shall have a right of over-allotment such that if any Series C Holder fails to exercise its right to purchase its total Pro Rata Portion of New Securities, the valuation set forth in other Series C Holders may purchase the BASIC Term Sheet proposed non-purchasing Series C Holder's portion on a pro rata basis within fifteen (15) days from the date that the Company provides written notice of such failure. Each Series D Holder shall have a right of over-allotment such that if any Series D Holder fails to be executed by BASICexercise its right to purchase its total Pro Rata Portion of New Securities, the other Series D Holders may purchase the non-purchasing Series D Holder's portion on a pro rata basis within fifteen (15) days from the date that the Company provides written notice of such failure. Each Series E Holder shall have a right of over-allotment such that if any Series E Holder fails to exercise its right to purchase its total Pro Rata Portion of New Securities, the other Series E Holders may purchase the non-purchasing Series E Holder's portion on a pro rata basis within fifteen (15) days from the date that the Company provides written notice of such failure.

Right of First Offer. Subject As promptly as possible following the time that the occurrence of a Regulatory Event becomes known to a Non-Affiliate Member, a Non-Affiliate Member that proposes to Transfer a Membership Interest (a “Selling Non-Affiliate Member”) pursuant to Section 5.2 below8.1(a)(ii) shall deliver written notice of such proposed Transfer to the Manager, specifying in reasonable detail the amount of the Membership Interest to be so Transferred, the Company shall deliver proposed purchase price therefor and the other material terms and conditions of such proposed Transfer, including the date by which such Non-Affiliate Member is required to Banc complete such Transfer as a result of America Strategic Investments Corporation such Regulatory Event (a “BASICFirst Offer Notice”) a ). The Manager and/or its Affiliates may elect to purchase all, but not less than all, of the Membership Interest to be Transferred, upon the terms and conditions set forth in the First Offer Notice, by delivering written notice of such election to the Selling Non-Affiliate Member within ten (10) Business Days after the “Financing Notice”) at least twenty (20) days prior First Offer Notice was delivered to accepting an offer of the Manager or within such shorter period, as specified in the First Offer Notice and required to enable the Selling Non-Affiliate Member to complete the Transfer on or before the date required as a potential financing transaction involving the sale result of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Regulatory Event. If the Manager and/or its Affiliates does not elect to purchase all of the entities listed on Exhibit E (eachMembership Interest specified in the First Offer Notice, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than then the greatest number Selling Non-Affiliate Member may Transfer to any Person the amount of the Company’s securities to be sold to any investor (or group of affiliated investors) participating Membership Interest set forth in such Proposed Financing. The Financing the First Offer Notice shall include a summary of at the material price and on terms of and conditions in the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver aggregate no more favorable to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal Transferee than those specified in the First Offer Notice at any time during the 90-day period immediately following the date on which the First Offer Notice was delivered to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall Manager. Any Membership Interest not Transferred during such 90-day period will be subject to the Major Investors’ right provisions of participation set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (108.1(b) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICupon subsequent Transfer.

Right of First Offer. Subject During the Standstill Period Stockholder shall not Transfer, whether in one or in more than one transaction, Restricted Securities that constitute 10.0% or more of the Company's Total Voting Power to a single purchaser or to purchasers who are Affiliates of one another or who are part of a group (a "THIRD PARTY PURCHASER"), unless it first follows the practice set forth in this Section 5.2 below2.18: (a) Prior to making any offer to Transfer to a Third Party Purchaser, Restricted Securities that constitute 10.0% or more of the Company's Total Voting Power, Stockholder shall first offer such Restricted Securities to the Company by sending written notice (a "BID REQUEST NOTICE") to the Company that states the number of Restricted Securities proposed to be sold (the OFFERED SECURITIES"). (b) For a period of 30 business days following the delivery of the Bid Request Notice, the Company shall deliver will have the right to Banc of America Strategic Investments Corporation (“BASIC”) offer to purchase the Offered Securities at a price per share that the Company communicates to Stockholder in a written notice (the “Financing "OFFER NOTICE"). The Company's offer will be irrevocable for 10 business days after its delivery to Stockholder. The failure of the Company to respond to a Bid Request Notice within the 30 business day period will be deemed to be a waiver by the Company of any right to purchase the Offered Securities. (c) For a period of 10 business days after the delivery of the Offer Notice”, Stockholder may accept the Company's offer and sell the Offered Securities to the Company. Stockholder's acceptance of the offer must be in writing and delivered to the Company on or before the tenth business day following receipt of the Offer Notice. (d) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale Stockholder's acceptance of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more 's offer will be irrevocable. The closing of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities sale will take place no less later than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing10 business days following Stockholder's acceptance. The Financing Notice Company shall include a summary of pay for the material terms of Restricted Securities in cash by wire transfer to an account specified by Stockholder in writing and Stockholder shall deliver certificates representing the offer presented by such Enumerated PartyOffered Securities. BASIC Stockholder shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver make representations and warranties to the Company a written notice setting forth BASIC’s good faiththat Stockholder owns the Offered Securities, comparablefree and clear of any liens, counterproposal encumbrances or restrictions, and that Stockholder has full power and authority to deliver the Offered Securities to the Proposed Financing Company. (e) If the “Financing Counterproposal”Company delivers an Offer Notice to Stockholder within the period specified in Section 2.18(b), which Financing Counterproposal shall be subject to and Stockholder does not accept the Major Investors’ right Company's offer, then for a period of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business 120 days following the Company’s receipt date of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Offer Notice, Stockholder may sell all, but not less than all, of the financing transaction contemplated by the Financing Counterproposal and execute Offered Securities to a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms Third Party Purchaser at a price that is at least 105% of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms price set forth in the Financing Company's Offer Notice; provided. If the Company does not deliver an Offer Notice within the period specified in Section 2.18(b), that then for a period of 150 days following the date of the Bid Request Notice, Stockholder may sell all, but not less than all, of the Offered Securities to a Third Party Purchaser. If the Offered Securities have not been sold within such terms are not materially adverse 120-day period (as extended, if necessary, pursuant to the preceding sentence), then Stockholder has no right to sell any Offered Securities unless it provides the Company with a new Offer pursuant to clause (a) of this Section 2.18. (f) Unless Stockholder has accepted the Company's offer to purchase the Offered Securities, Stockholder may Transfer the Offered Securities at any price to any Third Party Purchaser so long as compared the aggregate amount of Restricted Securities Transferred to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation Third Party Purchaser is less than 10.0% of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation Total Voting Power outstanding at the time of the Company’s outstanding capital stock that is not less favorable each Transfer. (g) The Company may assign its rights under this Section 2.18 to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed other persons who will then be entitled to be executed by BASICpurchase such securities.

Right of First Offer. Subject to the terms and conditions specified -------------------- in this Section 5.2 below2.4, the Company hereby grants to each Preferred Holder and Class B Common Holder a right of first offer with respect to future sales by the Company of its Shares. A Preferred Holder or Class B Common Holder who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Shares"), the Company shall first make an offering of such Shares to ------ each Preferred Holder and Class B Common Holder in accordance with the following provisions: (a) The Company shall deliver a notice by certified mail or by hand delivery or by messenger ("Notice") to Banc the Holders stating (i) its bona ------ fide intention to offer such Shares, (ii) the number of America Strategic Investments Corporation such Shares to be offered, and (“BASIC”iii) a written notice the price and terms, if any, upon which it proposes to offer such Shares. (the “Financing Notice”b) at least twenty Within thirty (2030) days prior after delivery of the Notice, the Preferred Holder or Class B Common Holder may elect to accepting an purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exchangeable securities then held, by such Preferred Holder or Class B Common Holder bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exchangeable securities). (c) The Company may, during the 45-day period following the expiration of the period provided in subsection 2.4(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a potential financing transaction involving price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into a definitive agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Shares within such period, or if such agreement is not consummated within sixty (60) with one or more days of the entities listed on Exhibit E execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Preferred Holders and Class B Common Holders in accordance herewith. (eachd) Without limiting any other provision of this Agreement or any rights a Preferred Holder may have under the Amended and Restated Certificate of Incorporation of the Company and any amendment or restatement thereof, an “Enumerated Party”the right of first offer in this paragraph 2.4 shall not be applicable (i) if such Proposed Financing contemplates an Enumerated Party and/or one to the issuance or sale of its controlled affiliates purchasing an Common Stock (or options therefor) to employees, consultants and directors, pursuant to plans or agreements approved by the Board of Directors for the primary purpose of soliciting or retaining their services, or (ii) to or after consummation of a bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Act (provided the per share public offering price is not less than $5.75 (as adjusted to reflect subsequent stock dividends, stock splits, recapitalizations or similar transactions) and which results in aggregate number cash proceeds to the Company of at least $50,000,000 (net of underwriting discounts and commissions) or (iii) to the issuance of securities no less than pursuant to the greatest number conversion or exercise of convertible or exercisable securities, or (iv) to the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, or (v) to the issuance of securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, or similar transactions, or (vi) to the issuance or sale of the Warrants, or (vii) to the issuance of securities that, with unanimous approval of the Board of Directors of the Company’s securities to be sold , are not offered to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary existing stockholder of the material terms of Company. (e) Notwithstanding the offer presented by such Enumerated Party. BASIC rights set forth in this Section 2.4, the Series D-1 Purchasers and their permitted transferees shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall at all times be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms standstill provisions set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICSeries D-1 Purchase Agreements.

Right of First Offer. (a) Subject to the terms and conditions specified in this Section 5.2 below2.3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any partners and affiliates of an Investor. An Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, so long as such apportionment does not cause the loss of the exemption under Section 4(2) of the Act or any similar exemption under applicable state securities laws in connection with such sale of shares by the Company. (b) Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (the “Shares”), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give written notice (the “Financing Notice”) to the Investors at least thirty (30) days before the closing of any such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer, including, without limitation (i) the number of such Shares to be offered, and (ii) the price and terms upon which it proposes to offer such Shares, including voting powers and preferences. Each of the Investors shall have an option for a period of twenty (20) calendar days prior after receipt of the Notice, to accepting purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Series E Preferred then held, by such Investor bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all outstanding convertible and exercisable securities). Each Investor may exercise its option by notifying the Company within twenty (20) calendar days after receipt of the Notice of the number of securities its elects to purchase. Payment for the offered Shares shall be made by check or wire transfer against delivery of the offered Shares at a place and time specified in the Notice, but in no event later than forty five (45) days after delivery of the Notice. If all Shares that Investors are entitled to obtain pursuant to this section are not elected to be obtained by the Investors, the Company may, during the one hundred twenty (120) day period following the expiration of the twenty (20) day option period provided herein, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Shares within such one hundred twenty (120) with day period, or if such agreement is not consummated within one or more hundred twenty (120) days of the entities listed on Exhibit E execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Investors in accordance herewith. (eachc) The right of first offer in this Section 2.3 shall not be applicable to bona fide options (and the shares issuable upon exercise thereof) issued to employees, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number directors and consultants of the Company’s securities Corporation pursuant to be sold to any investor (written stock option or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented stock purchase plans that have been approved by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Corporation, (ii) shares issued in connection with the exercise of convertible securities outstanding as of the date of the first sale of Series E Preferred, (iii) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, (iv) the issuance of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships provided such issuances are for other than primarily equity financing purposes, provided that in cases of issuances pursuant to clauses (iii) and (iv) such issuances shall have been approved by a majority of the valuation set forth Board of Directors, (v) the issuance of shares of Series E Preferred Stock in the BASIC Term Sheet proposed to be executed by BASICSubsequent Offering (as defined in the Purchase Agreement), or (vi) the Company’s Initial Offering.

Right of First Offer. Subject Until the later of 120 days after the actual effective date of the Registration Statement described in Section 10.1(iv) hereof, or one year after the Closing Date, in the event the Company intends to Section 5.2 belowissue any additional shares of Common Stock or other debt or equity securities of the Company, except (i) pursuant to options, warrants or other obligations to issue shares outstanding as of the Closing Date as disclosed in the Reports or Other Written Information; or (ii) any stock or stock options granted to employees or directors of the Company or consultants or vendors of the Company or any other issuance principally undertaken for other than capital raising purposes (these exceptions hereinafter refer to as the "Excepted Issuances"), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give the Subscribers written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number kind and amount of securities no less than the greatest number of the Company’s securities intended to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of issued and the material terms of such offering (the offer presented by such Enumerated Party"Offer Notice"). BASIC The Subscribers shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to right during the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of Offer Notice to agree to purchase the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, securities on the terms set forth in the Financing Offer Notice in the same proportion as being purchased in the Initial Offering, which purchase shall be completed not later than thirty (30) days after the date of the Offer Notice; provided, . In the event that such terms are not materially adverse to the Right of First Offer described in this Section is exercised by the Subscribers and the Company as compared to those receives net proceeds from such exercise in substantially the amount set forth in the BASIC Term Sheet proposed Offer Notice, the commissions and fees, if any, will be paid by the Company to the Finders in the amount as would be executed payable in connection with the offering described in the Offer Notice. Payment for the securities may be made by BASIC, and without limitation the Subscriber by tender to the Company of all or part of the foregoing, which shall include economic terms Note or Put Note and conditions resulting in an aggregate valuation application towards the purchase price of the Company’s outstanding capital stock that is not less favorable securities of any sums due or owing from the Company to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICSubscriber.

Right of First Offer. Subject In addition to Transfers permitted by Section 5.2 below2.1, any Investor (a “Selling Investor”) may Transfer any of its Investor Securities if it first gives the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice of its intent to transfer such Investor Securities (the “Financing Offer Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal notice shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right the number of participation is otherwise waived by the Major InvestorsShares to be Transferred. The Company may offer to purchase all (but not less than all) of the Shares specified in the Offer Notice by delivery of a written offer (the “Offer”), which Offer shall specify the price and BASIC shall have ten terms on which the Company proposes to purchase the Shares, to the Selling Investor as soon as practical but in any event within 30 days after the delivery of the Offer Notice. Upon receipt of the Offer, the Selling Investor may elect (10i) business to sell to the Company all of the Shares specified in the Offer Notice at the price and on the terms specified in the Offer or (ii) to market and sell the Shares to other potential purchasers for a period of 90 days following the Company’s date of receipt of the Financing Counterproposal Offer (the “Negotiation Marketing Period”) ); provided, however, that the Investor shall not sell any of such Shares to mutually agree other potential purchasers during the Marketing Period on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect that are equal to or less favorable to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on Investor than the terms set forth in the Financing Notice; providedOffer and in no event will the Selling Investor sell such Shares to any Company Competitor. In the event that the Selling Investor does not Transfer the Shares within the Marketing Period, that then, the Selling Investor shall not be entitled to Transfer such terms are not materially adverse Shares until after again complying with the provisions of this Section 2.2. The purchase of the Shares by the Company shall occur at a closing on the date specified in the Offer, which date shall be no fewer than 15 nor more than 30 days after the date on which the Selling Investor receives the Offer. At the closing, the Company shall pay the purchase price in the form and amount specified in the Offer to the Company as compared to those set forth in order of the BASIC Term Sheet proposed Selling Investor. Certificates for the Shares to be purchased, duly endorsed or accompanied by duly executed stock powers, shall be delivered at the closing by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICSelling Investor.

Right of First Offer. Subject The Remaining Shareholders, individually or collectively, will have the option (the "Right of First Offer"), but not the obligation, to submit a bona fide written firm offer (an "Offer") in writing to the Initiating Shareholder to purchase all but not less than all of the Offered Securities on a pro-rata basis based on the Remaining Shareholders' ownership of the Common Stock (on a fully-diluted basis). In the event that any Remaining Shareholders elect to purchase less than their pro rata share of the Offered Securities, the other Remaining Shareholders may purchase their pro rata portion, if there is more than one such Remaining Shareholder, or all, if there are no other such Remaining Shareholders, of any Offered Securities any Remaining Shareholder has elected not to purchase. The Offer must be submitted within thirty (30) days of the date the Transfer Notice is deemed effective in accordance with Section 5.2 12(b) by such Remaining Shareholder. Failure by the Remaining Shareholders to submit an Offer within such time period will be deemed an election not to exercise their option to submit an Offer. Within ten (10) days after receipt of an Offer, the Initiating Shareholder shall deliver written notice to the Remaining Shareholders indicating whether such Initiating Shareholder shall accept or reject such Offer. If the Initiating Shareholder accepts an Offer, the closing of the purchase and sale of the Offered Securities to the Remaining Shareholders will take place as soon as is reasonably practicable thereafter at such date, time, and place as the Initiating Shareholder and the Remaining Shareholders may reasonably determine. If the Remaining Shareholders do not elect to make an Offer, or if the Initiating Shareholder rejects the Offer, the Initiating Shareholder will thereafter be free, subject to the Co-Sale Rights discussed below, for a period of one hundred eighty (180) days after expiration of the Company shall deliver thirty (30) day period referred to Banc above, to consummate a Transfer to an unaffiliated third party (a "Third Party Sale"), at a per share price in excess of America Strategic Investments Corporation (“BASIC”) a the price contained in the Offer, if any; provided, that, the Initiating Shareholder provides prior written notice (a "Sale Notice") of such Third Party Sale to the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (eachRemaining Shareholders, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing which Sale Notice shall include contain a summary description of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20Third Party Sale; provided, further, that, prior to completing any Third Party Sale, such transferee(s) days following receipt of such Financing Notice (the “Response Period”first execute(s) to deliver and deliver(s) to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal agreement to be bound by all of the provisions of this Agreement applicable to the Proposed Financing (Initiating Shareholder and naming the “Financing Counterproposal”)Shareholders as intended third-party beneficiaries of such agreement. If a Third Party Sale is not consummated within such 180-day period, which Financing Counterproposal the Initiating Shareholder will not Transfer any of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Section 3. A Third Party Sale that constitutes a Change of Control shall not be subject to prohibited so long as the Major Investors’ right of participation set forth in Company otherwise complies with Article 4, Part A, Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICAmended Charter.

Right of First Offer. Subject If Liberty or LMI desires to Section 5.2 below, the Company shall deliver to Banc of America Strategic Investments Corporation transfer (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving directly or indirectly by the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”entity that owns the Class B Stock) with one except to an affiliate of Liberty or more LMI as described below, any Class B Stock, or to convert any Class B Stock to Class A Stock, the Founders and their designees will have a right (to be allocated among them as they elect) to receive a first offer at a price specified by the seller before the seller (a) transfers any of its Class B Stock or (b) converts any Class B Stock to Class A Stock. If Founders or their designees do not elect to acquire the shares within 60 days or fail to complete the acquisition of such shares within 180 days after the date of the entities listed on Exhibit E first offer, for a period of 60 days thereafter the seller may sell Class A Stock (eachbut not Class B Stock) at the same or a higher price than was offered by the Founders or their designees. Notwithstanding the foregoing, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one a proposed conversion of its controlled affiliates purchasing an aggregate number of securities no less than Class B Stock to Class A Stock would not cause the greatest number voting power of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be shares that are subject to the Major Investors’ Stockholder Agreement to be less than 80%, the right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested first offer with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet shares proposed to be executed by BASIC, converted must be exercised within two business days and without limitation closed within five business days after the receipt of the foregoingfirst offer by the Founders. If not so exercised and closed, which shall include economic terms and conditions resulting in an aggregate valuation the offeror may either sell the offered shares subject to the requirements of the Company’s outstanding capital stock that is not less favorable second preceding sentence, or sell the offered shares at the then current market price (whether higher or lower than the offered price) within the 15-day period thereafter. LMI will have a similar right of first offer on any transfer or conversion of a Founder's shares subject to paragraph 3 below; provided however, the stockholders election to acquire the shares must be made within 30 days and the acquisition of the Company than shares must occur within 60 days (as extended for up to an additional 90 days if such acquisition requires any governmental approval (including expiration or termination of any applicable waiting period under the valuation set forth in Hart-Xxxxx-Xxxxxx Xxt) that has not been obtained within that 60-day period) from the BASIC Term Sheet proposed to be executed date of the receipt of the first offer by BASICLMI.

Right of First Offer. Subject to Section 5.2 below, the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) If a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of Duke Shareholder or a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E Xxxxxxxx Shareholder (each, an “Enumerated Party”a "Shareholder") if such Proposed Financing contemplates an Enumerated Party and/or one desires to Transfer all or any portion of its controlled affiliates purchasing Corporation Interest (other than pursuant to a registered public offering) to a Person other than an aggregate number Affiliate, then prior to effecting or making such Transfer, the Person desiring to make such Transfer (a "Transferring Entity") shall notify in writing the other Party or Parties that are not Affiliates of securities no the Transferring Entity (whether one or more, the "Non-Transferring Entity") of the terms and conditions upon which it proposes to effect such Transfer (which notice shall be herein referred to as a "Transfer Notice" and shall include all material price and non-price terms and conditions). The Non-Transferring Entity shall have the right to acquire all (but not less than the greatest number all) of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary Corporation Interest that is the subject of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Transfer Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final same terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC conditions as are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Transfer Notice; provided. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 4.1, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase all, but not less than all, of the Corporation Interest that is the subject of the Transfer Notice, the closing of such terms are not materially adverse purchase shall occur at the principal place of business of the Corporation on the tenth day following the first date on which all applicable conditions precedent have been satisfied or waived (but in no event shall such closing take place later than the date that is 60 days (subject to extension for regulatory approvals, but in no event more than 180 days) following the date on which the Non-Transferring Entity agrees to purchase all of the Corporation Interest that is the subject of the Transfer Notice). The Transferring Entity and the purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (a) the Transferring Entity shall execute and deliver to the Company purchasing Non-Transferring Entity (or, at the option of the Non-Transferring Entity, to an Affiliate of the Non-Transferring Entity designated by the Non-Transferring Entity not less than five days prior to the closing) (i) an assignment of the Corporation Interest described in the Transfer Notice, in form and substance reasonably acceptable to the purchasing Non-Transferring Entity (or such Affiliate) and (ii) any other instruments reasonably requested by the purchasing Non-Transferring Entity to give effect to the purchase; and (b) the purchasing Non-Transferring Entity shall deliver to the Transferring Entity the purchase price specified in the Transfer Notice in immediately available funds or other consideration as compared specified in the Transfer Notice. If the Non-Transferring Entity does not elect to purchase the Corporation Interest pursuant to this Section 4.1, or having elected to so purchase such Corporation Interests fails to do so within the time period required by this Section 4.1, the Transferring Entity shall be free for a period of 180 days after the expiration of the offer period referred to above or the date of such failure, as applicable, to enter into a definitive written agreement with an unaffiliated third party regarding the Transfer of its Corporation Interest on terms and conditions that satisfy the following criteria: (1) the amount of consideration to be paid by the purchasing party may not be less than the consideration set forth in the Transfer Notice; (2) the form of consideration may not be materially different from that set forth in the Transfer Notice, except to the extent any change in the form of consideration makes the terms of the transaction less favorable from the purchaser's standpoint; and (3) the terms and conditions set forth in such definitive written agreement, when considered together with the form and amount of consideration to be paid by such purchasing party, may not render the terms of such transaction, taken as a whole, materially inferior (to the Transferring Entity from an economic standpoint) to those set forth in the BASIC Term Sheet proposed Transfer Notice (it being agreed that the granting by the Transferring Entity of representations, warranties and indemnities with respect to the business or properties of the Corporation, as applicable, or any of its subsidiaries that are different from or in addition to any such provisions referenced in the Transfer Notice shall not be considered to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less more favorable to the stockholders purchaser for purposes of this clause (3)). If such a definitive written agreement is entered into with an unaffiliated third party within such time period, the Company than Transferring Entity shall be free for a period of 270 days following the valuation set forth execution of such definitive written agreement to consummate the Transfer of its Corporation Interest in accordance with the BASIC Term Sheet proposed terms thereof. If such Transfer is not consummated within such time period in accordance with the terms of such definitive written agreement, the requirements of this Section 4.1 shall apply anew to be executed any further efforts by BASICthe Transferring Entity to Transfer its Corporation Interest.

Right of First Offer. Subject (a) At any and every time during the term of the Lease, including any extended term, all or any part of the space depicted on Exhibit B attached --------- hereto consisting of portions of the first and second floors of 000 Xxxxxxxx Xxxxx with a total of 18,931 square feet, 000 Xxxxxxxx Xxxxx, with a total of 25,719 square feet, and all of 000 Xxxxxxxx Xxxxx) is vacant or any lease of such space is scheduled to Section 5.2 belowor does terminate and the present tenant of such space or its successor does not remain as a tenant in such space, the Company Landlord shall deliver to Banc Tenant a notice in writing of America Strategic Investments Corporation the rent Landlord desires to charge for such space and of the terms on which Landlord is prepared to rent such space. Tenant shall have the right for fifteen (“BASIC”) a written notice (the “Financing Notice”) at least twenty (2015) days prior thereafter to accepting an offer of enter into a potential financing transaction involving lease for such space on the sale of terms and for the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating rent specified in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty notice. (20b) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested If with respect to the omitted portions. space consisting of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet portions of 320, 322 or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC 000 Xxxxxxxx Xxxxx, Xxxxxx does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed lease such space in accordance with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of Landlord may then lease such space to a third party, provided that the Company’s outstanding capital stock that "effective rent" under such lease is not less favorable to the stockholders than 90% of the Company effective rent at which Landlord offered such space to Tenant. If Landlord does not so lease such space within one hundred eighty (180) days following the giving of Landlord's notice to Tenant, or if Landlord desires to lease such space for a rent which is less than 90% of the valuation set forth in effective rent at which the BASIC Term Sheet proposed space was previously offered to Tenant, or if circumstances which would originally have triggered this right of first offer arise again, then Landlord shall again offer such space to Tenant upon the revised terms. "Effective rent" means the discounted present value of total rental revenues to be executed received by BASICLandlord under the proposed lease after deducting for any costs of leasing commissions, tenant improvements, rental credits, taxes, operating expenses and any other items to be borne by Landlord in connection with the proposed lease.

Right of First Offer. Subject Prior to offering (or accepting any offer) to issue or sell to any third party (a “Subsequent Financing”), (i) securities related to any additional equity or equity-related financing (including debt financing with an equity component) or (ii) Ordinary Shares or ADSs or any securities convertible, exercisable or exchangeable into Ordinary Shares or ADSs, including convertible debt securities (clauses (i) and (ii) are collectively referred to herein as the “Financing Securities”), and subject to the maximum amount permitted to be acquired by Buyer pursuant to Section 5.2 below1(b)(ii), the Company covenants and agrees to offer in writing (a "Rights Notice”) to the Buyers the right to purchase (on a pro rata basis among the Buyers in accordance with their percentage of securities purchased hereunder) all (but not less than all) of the securities to be offered in such Subsequent Financing, on terms and conditions no less favorable to the Buyers as the terms to be offered in the Subsequent Financing. If a Buyer elects to exercise its First Offer Rights, it shall do so in written notice of exercise signed by such Buyer and delivered to the Company during the seven business days beginning on the date of delivery of the Rights Notice (the “Option Period”), which written notice shall also indicate whether such Buyer is electing to purchase any Financing Securities, (and if so, the aggregate dollar value thereof) otherwise offered to any other Buyers and as to which such other Buyers do not exercise their First Offer Rights. Any such written notice of exercise shall represent an irrevocable and binding commitment by the Buyer to purchase such Financing Securities as to which the applicable Buyer is exercising its First Offer Rights, plus any additional Financing Securities pursuant to the preceding sentence, and shall represent a commitment by the Company to sell such Financing Securities on a closing date no later than ten (10) Trading Days after the delivery of such notice of exercise. The First Offer Rights will expire upon the earlier of (i) such time as the Buyers own in the aggregate less than 50% of the Preferred Stock sold hereunder (and Exchange Shares issued on exchange thereof), or (ii) the purchase by the Buyers of an aggregate of two million dollars purchase price ($2,000,000) of Financing Securities. If the Company does not receive notice of exercise of a Rights Option from any of the Buyers within the Option Period, the Company shall deliver have the right to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “negotiate and close any Subsequent Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financingthird party. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver Subject to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms requirements set forth in the first sentence of this Section 4.12, notwithstanding the Company has received notice of exercise of a Rights Option from a Buyer, it will be permitted to negotiate and close a Subsequent Financing Noticeif the Company requires additional financing. For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A “Permitted Financing” shall mean (1) shares of capital stock or other Financing Securities issued in connection with a strategic relationship, joint venture or investment in the Company (so long as (i) the main purpose of which is not to raise equity capital and (ii) the Company’s board of directors approves such issuance for strategic purposes); provided(2) shares of capital stock or other Financing Securities issued in connection with a strategic merger or acquisition, that such terms are not materially adverse (3) ADSs issued to Fusion Capital pursuant to the Securities Subscription Agreement dated as of February 10, 2005 (the “Fusion Subscription Agreement”); (4) shares of capital stock or the issuance of options to purchase shares of Common Stock to employees, officers, directors, consultants providing bona fide services to the Company as compared that are not related to those set forth financing or capital raising activities and vendors in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of accordance with the Company’s outstanding equity incentive policies; (5) shares of capital stock that is not less favorable to be issued in a public underwritten offering; (6) the conversion or exercise of convertible or exercisable securities issued or outstanding prior to the stockholders date hereof and (7) the issuance of the Company than the valuation set forth in the BASIC Term Sheet proposed additional shares of Preferred Stock and Warrants pursuant to be executed by BASICan amendment to this Agreement.

Right of First Offer. Subject 28.01 During the subsistence of this Agreement, none of the parties shall sell, assign, or in any other manner dispose or attempt to Section 5.2 belowdispose of all or any portion of its Interest except as provided in sections 12 or 27 and as hereinafter provided in this section 28. A party wishing to sell or dispose of all or a portion of its interest (in this section 28 called the ADisposing Party@) may: (a) sell or dispose that Interest in the manner set out in subsection 28.02 to the Participants who elect to purchase the same, if more than one then in proportion to their respective Interests; or (b) sell or dispose that Interest to an Affiliate of the Company Disposing Party; provided however, that the Disposing Party shall deliver provide a guarantee to Banc the other parties, in form reasonably satisfactory to counsel for the Operator, guaranteeing the obligations of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving Affiliate under this Agreement and provided further, that the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal Affiliate shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived Affiliate entering into an agreement with the remaining Participants whereby it agrees to be bound by the Major Investorsprovisions of this Agreement. 28.02 A Disposing Party will, prior to selling or disposing of the Interest other than to an Affiliate, first offer to sell the Interest to the Participants for cash consideration and upon such other terms and conditions as the Disposing Party deems fit. If, within 30 days of the Disposing Party=s offer to sell, the Participants elect not to purchase the Interest upon those terms and conditions the Disposing Party will be free to dispose of that Interest to a third party at any time within six months of the Participants= election but only for a cash consideration, or for some consideration other than cash, provided that the fair cash equivalent of any non-cash consideration be equal to or greater than the cash consideration stated in the Disposing Party=s offer to sell to the Participants, and upon no more favourable terms and conditions as the offer to sell to the Participants, provided however, that the sale of the interest to the third party shall be subject to the third party entering into an agreement with the Participants whereby it agrees to be bound by the provisions of this Agreement. Any Interest not disposed of by the Disposing Party aforesaid will remain subject to the provisions of this subsection. 28.03 Upon the Participants or a third party acquiring all or a portion of the Disposing Party=s Interest, the Participants or the third party will be deemed to have acquired a corresponding portion of the Disposing Party=s Prior Exploration Costs, Exploration Costs and Mine Costs. The Company third party will be entitled to all the rights and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted benefits accruing, and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect be subject to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal same duties and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver obligations attributable to the Company Interest which it has purchased from the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Disposing Party, or one of its affiliates, on including without limiting the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation generality of the foregoing, which the right to participate in any further Exploration Costs and Mine Costs and the right to have its Interest increased or reduced in the same manner as the Disposing Party in the event the third party does not participate in Exploration Costs and Mine Costs. 28.04 Any dispute as to the fair cash equivalent of any non-cash consideration contemplated in subsection 28.02 shall include economic terms be submitted to arbitration in British Columbia by a board of three arbitrators one of whom is to be appointed by each party to the dispute and conditions resulting the third of whom is to be appointed by the first two arbitrators. The arbitration shall be conducted in an aggregate valuation accordance with the provisions of the Company’s outstanding capital stock that is not less favorable Commercial Arbitration Act of British Columbia, as amended from time to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICtime.

Right of First Offer. Subject (a) For so long as CFSI LLC is the sole Class A Member, if CFSI LLC desires to Section 5.2 below, Transfer all or a portion of any Class A Units held by it (the Company shall deliver to Banc of America Strategic Investments Corporation (“BASICCFSI Units”) to any Person other than a Permitted Transferee, then each Class B Member shall have a right of first offer to purchase all, but not less than all, of the CFSI Units, all in accordance with the following provisions: (i) CFSI LLC shall send written notice (the “Financing CFSI Offering Notice”) at least twenty (20) days prior to accepting an offer the Company and the Class B Members of its desire to Transfer all or a portion of the CFSI Units to a Person other than a Permitted Transferee, and the price and other terms and conditions of a potential financing transaction involving sale that CFSI LLC believes is material and is willing to accept (the “CFSI Proposed Terms”). The CFSI Offering Notice shall be dated and delivered on that date to each party entitled thereto. (ii) For a period of 30 calendar days after the date of the CFSI Offering Notice, the Class B Members shall have the exclusive right and option to purchase all, but not less than all, of the CFSI Units on the CFSI Proposed Terms. Each Class B Member that desires to exercise its option shall give CFSI LLC written notice to that effect within such 30-day period. If a Class B Member timely exercises its option, settlement will be consummated within 40 calendar days after the date of the CFSI Offering Notice and in accordance with the CFSI Proposed Terms. If more than one Class B Member shall exercise its option, then the CFSI Units shall be allocated proportionately among such Class B Members in the ratio that the number of Class B Units owned by each such Class B Member bears to the total number of Class B Units owned by all such Class B Members. (iii) If and to the extent that the Class B Members fail to notify CFSI LLC or decline to purchase all of the CFSI Units within 30 days of the date of the CFSI Offering Notice, then CFSI LLC shall be free to Transfer the CFSI Units to any third party at a price that is no less than 90% of the price contained in the CFSI Offering Notice and otherwise on terms and conditions no less favorable to CFSI LLC than the CFSI Proposed Terms for a period of 180 days thereafter. If a sale of the Company’s securities for capital raising purposes ( “Proposed Financing”CFSI Units is not consummated by CFSI LLC within such 180-day period, then CFSI LLC shall again be subject to this Section 11.4(a) with prior to a Transfer of all or a portion of its Class A Units to any Person other than a Permitted Transferee. (b) Following a liquidation of CFSI LLC, if one or more Persons holding 50% or more of the entities listed on Exhibit E outstanding Class A Units (each, an “Enumerated PartyOffering Member”) if desires to Transfer all or a portion of any Class A Units held by such Proposed Financing contemplates an Enumerated Party and/or one Offering Members (the “Offered Units”) to any Person other than a Permitted Transferee, then the Company shall have a right of first offer to purchase all, but not less than all, of such Offered Units, all in accordance with the following provisions: (i) The Offering Members shall send written notice (the “Offering Notice”) to the Company and each of the Class B Members of its controlled affiliates purchasing an aggregate desire to Transfer all or a portion of the Offered Units to a Person other than a Permitted Transferee, and the price and other terms and conditions of a sale that the Offering Members believe are material and are willing to accept (the “Proposed Terms”). The Offering Notice shall be dated and delivered on that date to each party entitled thereto. (ii) For a period of 30 calendar days after the date of the Offering Notice, the Company shall have the exclusive right and option to purchase all, but not less than all, of the Offered Units on the Proposed Terms. If the Company desires to purchase the Offered Units, it shall give the Offering Members written notice to that effect within such 30-day period. If the Company timely exercises its option, settlement shall be consummated within 40 calendar days after the date of the Offering Notice and in accordance with the Proposed Terms. A majority of the Independent Directors shall determine whether the Company desires to purchase the Offered Units for purposes of this Section 11.4(b). (iii) If and to the extent that the Company declines to purchase all of the Offered Units or fails to timely notify the Offering Members of its election, then the Class B Members shall have the exclusive right and option to purchase all, but not less than all, of the Offered Units in accordance with the Proposed Terms. Each Class B Member that desires to exercise its option to purchase the Offered Units shall deliver written notice to the Offering Members to that effect within 40 calendar days after the date of the Offering Notice. If a Class B Member timely exercises its option, settlement shall be consummated within 50 calendar days of the date of the Offering Notice and in accordance with the Proposed Terms. If more than one Class B Member shall exercise its option, then the Offered Units shall be allocated proportionately among such Class B Members in the ratio that the number of securities Units owned by each such Class B Member bears to the total number of Units owned by all such Class B Members. (iv) If and to the extent that the Company and the Class B Members, as applicable, fail to timely notify the Offering Members or decline to purchase all of the Offered Units within the applicable notice periods specified above, then the Offering Members shall be free to Transfer all, but not less than all, of the Offered Units to any third party at a price that is no less than the greatest number 90% of the Company’s securities price terms contained in the Offering Notice and otherwise terms and conditions no less favorable to be sold to any investor (or group the Offering Members than the Proposed Terms for a period of affiliated investors) participating in such Proposed Financing180 days thereafter. The Financing Notice shall include If a summary sale of the material terms of Offered Units is not consummated by the offer presented by Offering Members within such Enumerated Party. BASIC 180-day period, then the Offering Members shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall again be subject to the Major Investors’ right procedures of participation set forth in this Section 3 above, unless such right 11.4(b) prior to a Transfer all or a portion of participation is otherwise waived any Class A Units held by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) Offering Members to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute any Person other than a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICPermitted Transferee.

Right of First Offer. Subject In the event a Member desires to Section 5.2 belowTransfer all or any part of its Interest, such Members (the Company "Selling Member") shall first deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing "Section 11.1 Notice”") to the other Member (the "Second Member") which notice shall specify the portion of the Selling Member's Interest to be sold (the "Offered Interest"). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the "First Offer") all, but not less than all, the Offered Interest at least a price payable only in case (the "First Offer Price") and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member's acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member's equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member's equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (20120) days prior (or such longer period, if any, required to accepting an offer of a potential financing transaction involving obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of Offered Interest at a price per share in cash greater than the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the greatest number of the Company’s securities to be sold to any investor First Offer. If no such sale occurs within such 120-day period (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”longer period as described above), which Financing Counterproposal the Offered Interest shall again be subject to all of the Major Investors’ right of participation restrictions set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”11.1(b). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject to Section 5.2 belowCommencing on the Closing, in the event Investor and its "affiliates" or "associates" (as those terms are defined in Rule 405 promulgated under the 1933 Act) (collectively, the Company shall deliver "INVESTOR GROUP") seek to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (sell, transfer the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities voting rights in, or otherwise transfer for capital raising purposes ( “Proposed Financing”) with one value 5% or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number then outstanding shares of the Company’s securities to be sold 's Common Stock (assuming for this purpose conversion of any Notes) to any investor (person or group of affiliated investors) participating persons in one or more related transactions (a "SIGNIFICANT TRANSACTION"), the Investor Group will provide the Company, in writing, with a notice reflecting its desire to enter into such Proposed FinancingSignificant Transaction and setting forth the terms and conditions of the proposed Significant Transaction (such notice, a "ROFO NOTICE"). The Financing Each ROFO Notice shall include a summary constitute an offer by the Investor Group to sell the securities covered by such ROFO Notice (the "ROFO SECURITIES") to the Company on the terms and conditions set forth in the ROFO Notice. If the Company desires to accept the offer set forth in the ROFO Notice as to any part of the material terms ROFO Securities, the Company shall, within ten business days of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice ROFO Notice, notify the Investor Group of its agreement to acquire some or all of the ROFO Securities (the “Response Period”) to deliver "ROFO ACCEPTANCE"). The closing of any sale of ROFO Securities by the Investor Group to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) occur within three business days following of the Company’s Investor Group's receipt of the Financing Counterproposal (ROFO Acceptance, at which time the “Negotiation Period”) to mutually agree on Company will deliver the final terms **** Certain information has been omitted and filed separately with purchase price for the ROFO Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on it is purchasing in return for such terms (the “BASIC Term Sheet”)securities. In the event BASIC (i) the Company does not deliver provide the Investor Group with a ROFO Acceptance within ten business days of receipt of a ROFO Notice or (ii) the Investor Group receives a ROFO Acceptance with respect to less than all of the Company ROFO Securities, then the Financing Counterproposal within Investor Group may sell, transfer the Response Period voting rights in, or otherwise transfer for value all or the Company remaining ROFO Securities, as the case may be, to any third party or parties on terms and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth conditions no less favorable in the Financing Notice; provided, that aggregate to such terms are not materially adverse to the Company as compared to third parties than those set forth in the BASIC Term Sheet proposed to be executed by BASICROFO Notice; provided, and without limitation however, that if such sale, transfer of the foregoingvoting rights, which shall include economic terms and conditions resulting in an aggregate valuation or transfer of value does not occur within 60 days of the Company’s outstanding capital stock that is not less favorable 's initial receipt of a ROFO Notice, the Investor Group will be required to resubmit a ROFO Notice to the stockholders Company and follow the procedures outlined in this section before consummating such sale, transfer of voting rights or transfer for value. This Right of First Offer (i) will not apply to any transfer in connection with a transaction approved by the Company than Company's Board of Directors, (ii) will not continue to apply to any shares transferred pursuant to this Section, and (iii) will terminate three years from the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICdate hereof.

Right of First Offer. Subject Notwithstanding anything to Section 5.2 belowthe contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Company Fund and/or any of its Affiliates shall deliver have the right to Banc purchase all (but not less than all) the Collateral subject to such liquidation or at a purchase price at least equal to the sum of America Strategic Investments Corporation (“BASIC”) a the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (the an “Financing Exercise Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice which shall include a summary proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the material terms occurrence of such Event of Default and termination of the offer presented by such Enumerated Party. BASIC Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver set forth evidence reasonably satisfactory to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal Administrative Agent that the Fund (or its Affiliates) has access to sufficient capital to consummate such purchase in accordance with Section 7.03. Once an Exercise Notice is delivered to the Proposed Financing Administrative Agent, the delivering party (the “Financing Counterproposal”), which Financing Counterproposal or its designated Affiliate or managed fund) shall be subject obligated, irrevocably and unconditionally, to purchase the Major Investors’ right of participation set forth in Section 3 Collateral, at the price referenced above, unless for settlement within the normal settlement period for such right of participation is otherwise waived by the Major InvestorsCollateral. The Company and BASIC shall have ten cash purchase price must be received no later than five (105) business days Business Days following the Company’s receipt delivery of the Financing Counterproposal (Exercise Notice. Neither the “Negotiation Period”) to mutually agree on Collateral Agent, the final terms **** Certain information has been omitted and filed separately with Administrative Agent nor any Lender shall cause the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. liquidation or disposition of the financing transaction contemplated by Loan Assets to occur during the Financing Counterproposal time that the Fund and execute its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 7.03. Nothing herein shall be deemed to constitute a term sheet modification or similar written agreement memorializing their mutual agreement on such terms (waiver of any rights under the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company Sourcing and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICServicing Agreement.

Right of First Offer. Subject to Section 5.2 belowCommencing on the Closing, in the event an Investor and its "affiliates" or "associates" (as those terms are defined in Rule 405 promulgated under the 1933 Act) (collectively, the Company shall deliver "INVESTOR GROUP") seek to Banc of America Strategic Investments Corporation sell, transfer the voting rights in, or otherwise transfer for value Common Stock (“BASIC”or Shares convertible into Common Stock or Warrants exercisable for Common Stock) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one representing 5% or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number then outstanding shares of the Company’s securities to be sold 's Common Stock to any investor (person or group of affiliated investors) participating persons in one or more related transactions (a "SIGNIFICANT TRANSACTION"), the Investor Group will provide the Company, in writing, with a notice reflecting its desire to enter into such Proposed FinancingSignificant Transaction and setting forth the terms and conditions of the proposed Significant Transaction (such notice, a "ROFO NOTICE"). The Financing Each ROFO Notice shall include a summary constitute an offer by the Investor Group to sell the securities covered by such ROFO Notice (the "ROFO SECURITIES") to the Company on the terms and conditions set forth in the ROFO Notice. If the Company desires to accept the offer set forth in the ROFO Notice as to any part of the material terms ROFO Securities, the Company shall, within ten business days of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice ROFO Notice, notify the Investor Group of its agreement to acquire some or all of the ROFO Securities (the “Response Period”) to deliver "ROFO ACCEPTANCE"). The closing of any sale of ROFO Securities by the Investor Group to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) occur within three business days following of the Company’s Investor Group's receipt of the Financing Counterproposal (ROFO Acceptance, at which time the “Negotiation Period”) to mutually agree on Company will deliver the final terms **** Certain information has been omitted and filed separately with purchase price for the ROFO Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on it is purchasing in return for such terms (the “BASIC Term Sheet”)securities. In the event BASIC (i) the Company does not deliver provide the Investor Group with a ROFO Acceptance within ten business days of receipt of a ROFO Notice or (ii) the Investor Group receives a ROFO Acceptance with respect to less than all of the Company ROFO Securities, then the Financing Counterproposal within Investor Group may sell, transfer the Response Period voting rights in, or otherwise transfer for value all or the Company remaining ROFO Securities, as the case may be, to any third party or parties on terms and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth conditions no less favorable in the Financing Notice; provided, that aggregate to such terms are not materially adverse to the Company as compared to third parties than those set forth in the BASIC Term Sheet proposed to be executed by BASICROFO Notice; provided, and without limitation however, that if such sale, transfer of the foregoingvoting rights, which shall include economic terms and conditions resulting in an aggregate valuation or transfer of value does not occur within 60 days of the Company’s outstanding capital stock that is not less favorable 's initial receipt of a ROFO Notice, the Investor Group will be required to resubmit a ROFO Notice to the stockholders Company and follow the procedures outlined in this section before consummating such sale, transfer of voting rights or transfer for value. This Right of First Offer (i) will not apply to any transfer in connection with a transaction approved by the Company than Company's Board of Directors, (ii) will not continue to apply to any Common Stock transferred pursuant to this Section, and (iii) will terminate three years from the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICEffective Date.

Right of First Offer. Subject (a) In the event that a Member (other than TPG) desires to transfer all or part of its Membership Interest ("Offered Membership Interest") to a third party, other than pursuant to Section 5.2 below2.3 or 2.4 of this Agreement, the Transferor shall give prompt written notice to the Company and TPG (an "Offer Notice") of its desire to sell the Offered Membership Interest, which notice shall deliver identify (i) the percentage of Offered Membership Interest and (ii) the purchase price (which shall be in cash) and any other material items and conditions of the proposed transfer. The date on which such Transferor's Notice is actually received by the Company and TPG is referred to Banc hereinafter as the "Notice Date." (b) TPG shall have thirty (30) days following the Notice Date to notify the Transferor and the Company in writing of America Strategic Investments Corporation an offer to purchase by TPG in cash (“BASIC”the "Offer to Purchase") all (but not less than all) of the Offered Membership Interest at the purchase price and upon the other terms and conditions specified in the Offer Notice. If the Transferor does not receive a written notice from TPG containing the Offer to Purchase within the thirty (30) day period, TPG shall be deemed to have declined to purchase the “Financing Notice”Offered Membership Interest and the Transferor may, subject to compliance with the provisions of Section 2.1(a) and Section 2.2(d), thereafter transfer to a purchaser at least twenty any time within ninety (2090) days prior to accepting an offer of a potential financing transaction involving following the sale Notice Date all (but not less than all) of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no Offered Membership Interest at a price which is not less than the greatest number of purchase price specified in the Company’s securities to be sold to any investor Offer Notice and upon substantially the same terms and conditions set forth in the Offer Notice; provided that if TPG notifies the Transferor in writing, within thirty (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (2030) days following receipt of a notice from the Transferor of the name of a possible purchaser, of an objection to the possible purchaser because the Manager, in its reasonable discretion, determines that the possible purchaser or one or more of its affiliates is engaged in a business that competes in any material respect with MEMC Electronic Materials, Inc. ("MEMC") or any of its subsidiaries, the Transferor shall not have the right to transfer any of the Offered Membership Interest to such Financing possible purchaser; and provided further that if the Offered Membership Interest is not transferred to a purchaser for any reason within ninety (90) days following the Notice Date, then such Offered Membership Interest may be transferred only by again complying with all of the terms and procedures set forth in this Article II. (c) In the “Response Period”event that, pursuant to the Offer to Purchase, TPG agrees to purchase all (but not less than all) of the Offered Membership Interest on the terms and subject to the conditions set forth in the Offer Notice, the closing for such transaction shall take place at a time and place reasonably acceptable to the Transferor and TPG; provided that such closing shall not occur more than thirty (30) days after the date on which the Transferor receives the Offer to Purchase. At such closing, TPG shall deliver to the Company Transferor the consideration to be exchanged for such Offered Membership Interest, in immediately available funds, and the Transferor shall deliver to TPG all documents required to effect the sale of such Offered Membership Interest, duly endorsed and free of any liens, including appropriate documentation providing indemnities to TPG regarding its title to such Offered Membership Interest. (d) As soon as practicable, but in any event no less than thirty (30) days prior to the consummation of a proposed sale of Offered Membership Interest to a purchaser pursuant to Section 2.2(b), the Transferor shall give written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”)Company and TPG, which Financing Counterproposal notice shall be subject specify with respect to each such proposed sale, the name or names of one or more possible purchasers, provided that in no event shall such notice specify more than five possible purchasers. The Transferor shall not sell the Offered Membership Interest pursuant to Section 2.2(b) to a purchaser unless the Transferor has given a notice pursuant to the Major Investors’ right of participation set forth preceding sentence that such purchaser is a possible purchaser. As soon as practicable, but in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have any event no less than ten (10) business days following prior to the Company’s receipt proposed consummation date of a sale of Offered Membership Interest to a purchaser, the Financing Counterproposal (Transferor shall give written notice to the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted Company and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested TPG, which notice shall specify with respect to each such proposed sale: (i) the omitted portions. identity of the financing transaction contemplated purchaser, (ii) the cash purchase price to be paid by such purchaser for the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms Offered Membership Interest, (iii) the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms date of the financing transaction contemplated by the Financing Counterproposal proposed transfer and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, (iv) any other material items and without limitation conditions of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICsale.

Right of First Offer. Subject Prior to Section 5.2 any offer or sale by the Company of any -------------------- Equity Securities (as defined below) during the period beginning on the Closing Date and ending on the twelve (12) month anniversary of the Closing Date, the Company shall must first deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) Purchaser, at least twenty (20) days Trading Days prior to accepting the issuance thereof, written notice describing the proposed issuance, including the terms and conditions thereof, and the Purchaser shall have an option during the ten (10) Trading Day period following delivery of such notice to purchase all or any part of the Equity Securities being offered on the same terms as contemplated by such issuance (the "Right of First Offer"). In the -------------------- event that the Purchaser either does not give notice within such ten Trading Day period that it intends to exercise the foregoing option or informs the Company in writing that it does not intend to participate in all or any part of such issuance, the Company may offer of any Equity Securities that are not purchased by the Purchaser to a potential financing transaction involving third party on the sale same terms as were offered to the Purchaser. For purposes hereof, "Equity Security" shall mean Common Stock or any --------------- other equity security of the Company’s , or any security convertible into, or exercisable or exchangeable for, Common Stock or any such equity security. The Right of First Offer will not apply to the issuance of Equity Securities pursuant to (i) an employee stock option, purchase or benefit plan or program duly adopted by the Company, (ii) any options, warrant, convertible securities for capital raising purposes ( “Proposed Financing”) with one or more rights or agreements to purchase securities of the entities listed Company outstanding on Exhibit E the date hereof; (iii) any firm-commitment underwritten public offering of Equity Securities in an amount not less than $40,000,000, (iv) any securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination with a third party, the primary purpose of which is not the raising of capital, (v) shares of Common Stock issued upon conversion of the Preferred Shares or exercise of the Warrant, (vi) any Equity Securities issued pursuant to any equipment leasing arrangement or debt financing from a bank or other financial institution, or (vii) any Equity Securities issued in connection with strategic transactions involving the Company and third parties, including by way of example (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”"Exempt Transaction"). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.------------------

Right of First Offer. Subject to Section 5.2 below8.1 From and after the first date on which Investor holds 15,000,000 (or 7,500,000, if as of such date, the Company shall deliver has exercised Call Option 2) or less Subscription Shares, subject to Banc Clause 8.5, if Investor desires to sell, dispose of America Strategic Investments Corporation or otherwise transfer (“BASICTransfer”) 1,000,000 or more Subscription Shares to any third party (other than an Affiliate of Investor) in one (1) or a series of related transactions, then prior to consummating such proposed Transfer, Investor shall give written notice (the “Financing ROFO Notice”) to the Company that Investor desires to make such a Transfer; provided that, notwithstanding anything to the contrary herein, in no event shall Investor be required to deliver the ROFO Notice to the Company more than once. 8.2 The giving of a ROFO Notice to the Company shall constitute an offer (the “Offer”) by Investor to Transfer all but not less than all of the Subscription Shares then held by Investor (the “ROFO Shares”) to the Company at least twenty the Market Price as of the date of delivery of the ROFO Notice. The Company shall have two (202) days Business Days following receipt of the ROFO Notice (the “ROFO Period”) within which to accept or reject such Offer as to all of the ROFO Shares by giving written notice of acceptance or rejection to Investor prior to accepting the expiration of the ROFO Period. If the Company fails to notify Investor in writing prior to the expiration of the ROFO Period, the Company shall be deemed to have rejected the Offer. 8.3 If the Company elects to purchase all of the ROFO Shares, the Company shall purchase and pay, by wire transfer of immediately available funds (together with such additional amounts as shall be required so that the net amount received by Investor per ROFO Share after any deduction or withholding, whether by the Company or any intermediary, of any Tax shall equal the Market Price as of the date of delivery of the ROFO Notice) to an offer account designated by Investor, for all of a potential financing transaction involving the sale ROFO Shares within five (5) Business Days after the date on which the Offer has been accepted, and on the same day, Investor shall deliver to the Company all necessary certificates representing valid title to the ROFO Shares and such other documents as may be necessary to effect the transfer of the ROFO Shares; provided that, in the event that the Company fails to (a) make the foregoing payment to Investor, or (b) complete the acquisition of all of the ROFO Shares from Investor, within five (5) Business Days of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more election to purchase all of the entities listed on Exhibit E ROFO Shares, then (each, an “Enumerated Party”i) if any such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number unpaid portion of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal foregoing payment shall be subject to interest accrued daily at 12.5% per annum (starting from the Major Investors’ right date of participation set forth acceptance of the Offer in Section 3 above, unless such right of participation is otherwise waived writing by the Major InvestorsCompany to the date on which the foregoing payment is paid in full), and (ii) Investor shall be permitted, in its sole and absolute discretion, to terminate such acquisition of the ROFO Shares, or have the recourse as set out in Clause 10 below unless the Security has been released or should have been released in accordance with Clause 6.4. The In addition to and without limiting the foregoing, Investor shall be entitled to indemnification by the Company in accordance with Clause 9. 8.4 Upon the earliest to occur of (a) rejection in writing of the Offer by the Company, and BASIC (b) the expiration of the ROFO Period without the Company electing in writing to purchase all of the ROFO Shares, Investor shall have a 180-day period during which to effect a Transfer of any or all of the ROFO Shares at a price equal to or greater than the Market Price as of the date of delivery of the ROFO Notice; provided that, if the Transfer is subject to any regulatory approval, such 180-day period shall be extended until the expiration of ten (10) business days following Business Days after all such approvals shall have been received. 8.5 The provisions of this Clause 8 shall be void and of no force and effect upon the Company’s receipt earlier of (a) the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted exercise of both Call Option 2 and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated Call Option 3 by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver Company pursuant to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASICClause 7, and without limitation of (b) the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock date that is not less favorable to twenty-five (25) months after the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICClosing Date.

Right of First Offer. Subject to the terms and conditions specified in this Section 5.2 below9, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities, the Company shall first make an offering of such New Securities to PBT or its designee in accordance with the following provisions of this Section 9. PBT or its designee shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and Affiliates in such proportions as it deems appropriate. (a) The Company shall deliver to Banc a notice, in accordance with the provisions of America Strategic Investments Corporation (“BASIC”Section 10(a) a written notice hereof, (the “Financing Offer Notice”) at least to PBT stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By written notification received by the Company, within twenty (20) calendar days prior after mailing of the Offer Notice, PBT or its designee may elect to accepting purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred Stock (and any other securities convertible into, or otherwise exercisable or exchangeable for, shares of Common Stock) then held, by PBT bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 9(b) hereof, the Company may, during the sixty (60) day period following the expiration of the period provided in Section 9(b) hereof, offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one New Securities within such period, or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor agreement is not consummated within sixty (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (2060) days following receipt the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to PBT or its designee in accordance with this Section 9. (d) The right of such Financing Notice first offer in this Section 9 shall not be applicable to New Securities issued: i. upon conversion of shares of Preferred Stock; ii. to officers, directors, employees and consultants of the Company pursuant to stock incentive plans, or other stock arrangements that have been approved by the Board of Directors of the Company including the directors elected by the holders of a majority of the Series A Preferred Stock (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing CounterproposalSeries A Directors”), which Financing Counterproposal shall be subject to ; iii. as a dividend or distribution on the Major Investors’ Corporation’s Common Stock or Preferred Stock; iv. upon the written consent of PBT that expressly states that the right of participation first offer in this Section 9 shall not apply to such New Securities; v. upon the exercise or conversion of any options or other convertible securities outstanding as of the date hereof; vi. pursuant to a loan arrangement or debt financing from a bank, equipment lessor or similar financial institution approved by the Board of Directors, including the Series A Directors; or vii. in connection with strategic transactions (but excluding any merger, consolidation, acquisition or similar business combination) that have been approved by the Board of Directors of the Corporation including the Series A Directors. (e) The right of first offer set forth in this Section 3 above, unless 9 may not be assigned or transferred except that such right is assignable by PBT to any Affiliate of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICPBT.

Right of First Offer. (a) Subject to Section 5.2 belowSections 4 and 5, if at any time after the Company shall deliver to Banc date hereof, any Investor (a “Transferring Shareholder”) proposes to, directly or indirectly, Transfer any or all of America Strategic Investments Corporation its shares of Common Stock or Series A Convertible Preferred Stock (“BASICTransferable Shares”) a then owned by such Transferring Shareholder and such proposed Transfer would not be prohibited under any Other Shareholder Agreement to which such Investor may be party with the Company, such Transferring Shareholder shall first give written notice (the “Financing Transfer Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of Company specifying the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities Transferable Shares such Transferring Shareholder wishes to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice sell (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing CounterproposalOffer Shares”), which Financing Counterproposal notice shall contain an irrevocable offer (open to acceptance for a period of thirty (30) days after the date such Transfer Notice is received) to sell any or all of the Offer Shares to the Company at the price (which shall be subject to payable in cash on closing) and on the Major Investors’ right of participation set forth terms and conditions stated in Section 3 above, unless such right of participation is otherwise waived by the Major InvestorsTransfer Notice. The Company and BASIC shall have Within ten (10) business days following after the Company’s receipt of the Financing Counterproposal Transfer Notice, it shall deliver a copy of the Transfer Notice to the other Investors who are “accredited investors” as defined in Regulation D under the Securities Act of 1933 (the “Negotiation PeriodNon-Transferring Shareholders”) at the addresses last shown on the records of the Company for such holders. (b) The Company shall have the right to purchase any or all of the Offer Shares in accordance with this Section 2; provided, however, that the Company must determine whether it will purchase the Offer Shares within 30 days after its receipt of the Transfer Notice by delivering a written statement to the Transferring Shareholder (an “Acceptance Notice”) setting forth its intention to purchase any or all of such Offer Shares offered to it. If the Company elects not to purchase some or all of the Offer Shares that it is entitled to purchase, it shall, within 30 days after its receipt of the Transfer Notice, deliver a written statement (a “Rejection Notice”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Transferring Shareholder with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms shares not being purchased (the “BASIC Term SheetRefused Shares”). In . (c) Within ten (10) days following delivery by the event BASIC does not deliver Company of a Rejection Notice to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation PeriodTransferring Shareholder, the Company shall deliver a written statement (the “Over-Allotment Notice”) to the Non-Transferring Shareholders notifying the Non-Transferring Shareholders that each may proceed with purchase up to its Percentage Ownership of all of the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms Refused Shares as set forth in the Financing Rejection Notice (“Pro Rata Share”), at the price and upon the terms contained in the Transfer Notice. Each Non-Transferring Shareholder may elect to purchase any amount, up to its Pro Rata Share of the remaining Offer Shares, by delivering a written statement to the Company and the Transferring Shareholder (the “Over-Allotment Acceptance Notice”) setting forth its intention to purchase such amount of Offer Shares not later than ten (10) days after receipt of the Over-Allotment Notice. Each Non-Transferring Shareholder shall also have a right of oversubscription such that, if any Non-Transferring Shareholder declines to purchase its Pro Rata Share, the Non-Transferring Shareholders electing to purchase their respective Pro Rata Share shall, among them, have the right to purchase up to the balance of the Refused Shares not so purchased. Such right of oversubscription may be exercised by a Non-Transferring Shareholder by indicating in its Over-Allotment Acceptance Notice the number of additional Refused Interests more than its Pro Rata Share, if any, that such Non-Transferring Shareholder would elect to purchase, if available. Any such Refused Shares not purchased as a result of any Non-Transferring Shareholder declining to purchase its Pro Rata Share shall be allocated among the Non-Transferring Shareholders electing to acquire such additional Refused Shares (in accordance with their respective Percentage Ownerships, reallocated one or more times as necessary). (d) The failure of the Company or the Non-Transferring Shareholders to deliver an Acceptance Notice or Over-Allotment Acceptance Notice prior to the expiration of the time period set forth herein shall be deemed to be a waiver of its rights to purchase the Offer Shares offered under this Section 2. (e) Any Acceptance Notice or Over-Allotment Acceptance Notice given pursuant to this Section 2 shall be irrevocable and shall unconditionally bind the Company or the applicable Non-Transferring Shareholder, as the case may be, to purchase the Offer Shares described therein, subject to the satisfaction of any applicable legal or regulatory requirements. (f) The closing of the purchase by the Company or the Non-Transferring Shareholder of the Offer Shares pursuant to this Section 2 shall take place at the principal offices of the Company no later than thirty (30) days after the date that the Acceptance Notice or, in the case where there is an Over-Allotment Notice, the date that the Over-Allotment Acceptance Notice is received by the Transferring Shareholder (or such later date as may be necessary in order to comply with such applicable laws relating to such Transfer, if any). At such closing, each of the Company or the Non-Transferring Shareholder(s) who have elected to purchase Offer Shares shall pay, by way of a wire transfer of immediately available funds, the appropriate amount to the Transferring Shareholder against delivery of duly endorsed certificates representing the Offer Shares to be purchased. At such closing, the Transferring Shareholder shall make written representations to the Company or the Non-Transferring Shareholder(s) purchasing the Offer Shares as to its due authority, its ownership of the Offer Shares and the absence of any liens on the Offer Shares. The Offer Shares shall be delivered free and clear of all liens other than those imposed by this Agreement and excluding any registration requirements imposed by federal and state securities laws. (g) If, at the end of the eightieth (80th) day after the Transfer Notice is given, the Company and the Non-Transferring Shareholders have not agreed to purchase all of the Offer Shares, then, subject to Section 2 hereof, the Transferring Shareholder shall have one hundred eighty (180) days in which to sell to a third-party purchaser such amount of Offer Shares not purchased by the Company or the Non-Transferring Shareholders, at a price (payable in cash on closing, or, if the purchaser is either the Agent or the Lenders acquiring the Offer Shares from the Trust upon exercise of its or their remedies under the Pledge Agreement, payable by satisfaction of indebtedness on closing) which is at least equal to or greater than the price for the Offer Shares as set forth in the Transfer Notice and otherwise on terms generally no more favorable to the third-party purchaser of such Offer Shares than those contained in the Transfer Notice; provided, however, that no Transfer may be made to such terms are not materially adverse to third-party purchaser unless such Transfer complies with applicable securities laws. The Company and the Investors shall cooperate fully with such third-party purchaser in connection with any reasonable due diligence of such third-party purchaser; provided, however, that the Company as compared shall not be under such obligation to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation cooperate with such third-party purchaser if such third-party purchaser is a competitor of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject (a) Commencing immediately after the consummation of the Distribution, and prior to Section 5.2 belowthe second anniversary of the Distribution Date, Harcourt General shall not, and shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect wholly owned Subsidiary of Harcourt General, Neiman Marcus or pursuant to a bona fide merger, tender offer, exchange offer, consolidation or other similar transaction in which the Company opportunity to Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of Class A Common Stock in any 60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together, unless Harcourt General shall deliver have given to Banc of America Strategic Investments Corporation (“BASIC”) a Neiman Marcus at least ten days' prior written notice (the “Financing "Right of First Offer") that it or its Subsidiary is considering effecting such a Transfer (a "Transferor's Notice”"). Such notice shall state (i) the number of shares of Class A Common Stock that Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) the price, if applicable, at least twenty which Harcourt General or its Subsidiary would be willing to Transfer the Offered Securities, other than in a "block trade" or other public offering (20) days prior a "Public Sale"), including to accepting an offer a third party (the "Private Price"), and/or if Harcourt General or its Subsidiary anticipates the possibility of a potential financing transaction involving the sale Transfer of such shares in a Public Sale, a statement to such effect. Upon receipt of the Company’s securities for capital raising purposes ( “Proposed Financing”Transferor's Notice, Neiman Marcus, acting through its Board of Directors, shall have ten days (the "Offer Period") with one to elect to purchase the Offered Securities at a price in cash equal to (x) the Private Price or more (y) if no Private Price has been stated by Harcourt General, the closing price on the New York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the entities listed on Exhibit E Transferor's Notice. The foregoing Right of First Offer shall not apply to any Transfer for shares of stock or other property, so long as the transferee in any such Transfer shall agree in writing to be bound by the provisions of this Section 2.6. (eachb) If Neiman Marcus does not exercise its Right of First Offer, an “Enumerated Party”then Harcourt General or its Subsidiary shall have the right, for a period ending upon the later of (i) if 120 days from the expiration of the Offer Period, (ii) 45 days after such Proposed Financing contemplates an Enumerated Party and/or one time as a registration statement filed with respect to such Offered Securities shall be declared effective by the Commission or (iii) 15 days after the expiration of such time as the parties to any transaction reasonably require to comply with applicable United States federal and state laws and regulations, to Transfer or, in the case of Harcourt General, cause its controlled affiliates purchasing an aggregate number Subsidiary to Transfer all or any portion of securities the Offered Securities at a price no less than (i) if the greatest number Transferor's Notice sets forth a Private Price, the Private Price or (ii) if the Transferor's Notice does not set forth a Private Price, (A) in a Public Sale, 90% of the Company’s securities low sales price on the NYSE Tape on the trading day on which such Transfer is made (as opposed to be sold the settlement date of such Transfer) or (B) in a Transfer other than a Public Sale, the low sales price on the NYSE Tape on the trading day on which an agreement to Transfer is made. If Harcourt General or its Subsidiary does not Transfer or, in the case of Harcourt General, cause its Subsidiary to Transfer all or any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary portion of the material terms of Offered Securities within the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”time period provided for in this Section 2.6(b), which Financing Counterproposal the Right of First Offer in this Section 2.6 shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested again become applicable with respect to any Transfer of shares of Class A Common Stock by Harcourt General or its Subsidiary. (c) If Neiman Marcus exercises its Right of First Offer, the omitted portions. closing of the financing transaction contemplated by purchase of the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on Offered Securities with respect to which such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, right has been exercised shall take place on the final terms 15th day after the later of (i) the financing transaction contemplated date Neiman Marcus gives notice of such exercise and (ii) the expiration of such time as the parties may reasonably require in order to comply with applicable United States federal and state laws and regulations, which in no event shall be more than 45 days after the date specified in clause (c)(i). (d) Upon exercise by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one Neiman Marcus of its affiliatesRight of First Offer under this Section 2.6, on Neiman Marcus and Harcourt General or, if applicable, its Subsidary, shall be legally obligated to consummate the terms set forth purchase contemplated thereby and shall use their respective reasonable best efforts to make all necessary filings and to secure any approvals required and to comply as soon as practicable with all applicable United States federal and state laws and regulations in the Financing Noticeconnection therewith; provided, however, that such terms are not materially adverse Harcourt General or its Subsidiary may determine, at any time prior to the Company as compared consummation of a Transfer to those set forth Neiman Marcus, not to Transfer or, in the BASIC Term Sheet proposed case of Harcourt General, cause its Subsidiary to be executed by BASICTransfer the Offered Securities, and without limitation in which case all of the foregoing, which provisions of this Section 2.6 shall include economic terms and conditions resulting in an aggregate valuation again become applicable with respect to any Transfer of the Company’s outstanding capital stock that is not less favorable to the stockholders shares of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed Class A Common Stock by BASICHarcourt General or its Subsidiary.

Right of First Offer. Subject In the event that Advisor desires to Section 5.2 belowsell or otherwise transfer all or any portion of Advisor’s Shares (the “Offered Shares”), the Company Advisor shall deliver first submit in good faith to Banc of America Strategic Investments Corporation (“BASIC”) NHI a written notice (the “Financing Offer Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall include (i) the proposed sale price for the Offered Shares, (ii) all details of the payment terms and other material terms and conditions in connection with the proposed sale of the Offered Shares and (iii) clear instructions regarding acceptance of the Offer Notice. The purchase price for the Offered Shares shall be subject expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents. NHI shall then have the right, but not the obligation, to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt purchase all or any portion of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, Offered Shares on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse Offer Notice until the expiration of the thirty (30)-day period following the delivery of the Offer Notice (the “ROFO Election Period”). If NHI elects to purchase any Offered Shares prior to the Company expiration of the ROFO Election Period, each of NHI and Advisor shall take all actions as compared may be reasonably necessary to those consummate the transfer contemplated by this Section 4.15, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed reasonably necessary or appropriate by NHI and Advisor. If NHI has not elected to purchase any Offered Shares (or has elected to purchase only a portion of the Offered Shares) prior to the expiration of the ROFO Election Period, Advisor may, within ninety (90) days after the expiration of the ROFO Election Period, transfer the Offered Shares (or the applicable portion thereof that NHI did not elect to purchase) on not less favorable economic terms to NHI than the terms and conditions as set forth in the BASIC Term Sheet proposed to be executed by BASICOffer Notice, and without limitation including a sale price of at least 95% of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation sale price set forth in the BASIC Term Sheet Offer Notice on a pro rata basis. If any such Offered Shares are not transferred during such ninety (90)-day period, Advisor shall again be required to comply with the terms of this Section 4.15 with respect to such Shares in connection with any proposed to be executed by BASICtransfer of such Shares.

Right of First Offer. Subject In the event a Member desires to Section 5.2 belowTransfer all or any part of its Interest, such Members (the Company shall deliver to Banc of America Strategic Investments Corporation (“BASICSelling Member”) shall first deliver a written notice (the “Financing Section 11.1 Notice”) to the other Member (the “Second Member”), which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at least a price payable only in cash (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (20120) days prior (or such longer period, if any, required to accepting an offer of a potential financing transaction involving obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of Offered Interest at a price per share in cash greater than the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the greatest number of the Company’s securities to be sold to any investor First Offer. If no such sale occurs within such 120-day period (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”longer period as described above), which Financing Counterproposal the Offered Interest shall again be subject to all of the Major Investors’ right of participation restrictions set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”11.1(b). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject (a) If VMU wishes to Section 5.2 Transfer (defined below, the Company shall deliver to Banc ) all or any portion of America Strategic Investments Corporation (“BASIC”) a written notice its End User Accounts (the “Financing Offered Accounts”), VMU shall deliver a written offer (the “Transfer Notice”) at least twenty to Sprint PCS, certifying the date of its issuance and stating: (20i) days prior to accepting an offer of a potential financing transaction involving the sale description of the Company’s securities for capital raising purposes ( “Proposed Financing”Offered Accounts; and (ii) with one the Transfer Price (defined below) and other material terms upon which VMU proposes to transfer each of such Offered Accounts including, but not limited to, the period during which VMU is subject to any limitation on its ability to market products or more services to the End Users that are subject to such proposed transfer (or any comparable non-solicitation restriction). (b) Sprint PCS shall have the right, but not the obligation, to elect to purchase all (but not less than all) of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than Offered Accounts at the greatest number of price and upon the Company’s securities to be sold to any investor (or group of affiliated investors) participating terms contained in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”)Transfer Notice. In the event BASIC does not that Sprint PCS shall elect to purchase the Offered Accounts, it shall deliver to VMU a written election to purchase the Company Offered Accounts within sixty (60) days from the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms date of receipt of the financing transaction contemplated by Transfer Notice, and the Financing Counterproposal and execute closing of the BASIC Term Sheet Transfer of the Offered Accounts to Sprint PCS shall take place within ninety (90) days from the Negotiation Perioddate of receipt of the Transfer Notice. (c) If, upon the expiration of the sixty (60) day notice period provided for in subsection (b) above, Sprint PCS shall not have made an election to purchase the Offered Accounts, the Company may proceed Right of First Offer shall expire as to that particular offer, but shall remain in full force and effect with respect to all material modifications of that offer and all future offers. VMU shall have the Proposed Financing with an Enumerated Partyright, or one of its affiliatesexcept as provided in subsection (d) below, on the terms set forth in the Financing Notice; provided, that such terms are to Transfer all (but not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation less than all) of the foregoingOffered Accounts to any Person or Persons, which shall include economic at a price and upon terms and conditions resulting which are no less advantageous to VMU than those contained in an aggregate valuation the Transfer Notice, if that Transfer takes place in accordance with the terms of a definitive agreement or agreements (subject solely to requisite regulatory approvals) entered into not later than ninety (90) days after the expiration of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth sixty (60) day period provided for in the BASIC Term Sheet proposed to be executed by BASICsubsection (b) above.

Right of First Offer. Subject to Section 5.2 below, 7.2.1 In the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) event a written notice Member (the “Financing NoticeOffering Member”) receives from a third party which is not a Permitted Transferee a bona fide offer to purchase all or a portion of the Offering Member’s Percentage Interest, and the Offering Member proposes to Transfer all or any portion of his Percentage Interest to such third party, the Offering Member shall first offer his Percentage Interest (or applicable portion thereof) for purchase by each of the other Member(s) (the “Offeree Member”), as hereinafter provided, by submitting to such Member(s) an offer, setting forth the price at least twenty which the Offering Member proposes to Transfer his Percentage Interest, the name and address of the proposed transferee, the nature of the consideration to be paid, and all other terms and conditions of sale that may be reasonably expected to have a material impact on the value of the Transfer (20including, without limitation, the permissibility of a financing contingency and any contingencies in the event of a higher offer for the Percentage Interest) (collectively, the “Offer Terms”). Such Offeree Member(s) shall have a period of sixty (60) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following after receipt of such Financing Notice notice from the Offering Member within which to notify the Offering Member in writing that it elects to purchase the Percentage Interest (or applicable portion thereof) upon the Offer Terms (the “Response PeriodRight of First Offer”) or to deliver invoke Paragraph 7.4. If such Offeree Member(s) elect not to purchase all of the Percentage Interest (or applicable portion thereof) or do not give notice to the Company Offering Member during such 60-day period, the Offering Member shall be free to effect a written notice setting forth BASIC’s good faith, comparable, counterproposal Transfer of his Percentage Interest to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation proposed transferee at a price that is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt at least 95% of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms price set forth in the Financing Notice; providedOffer Terms and upon other terms that are reasonably consistent with the Offer Terms, provided that a binding agreement with respect to such Transfer is entered into within 180 days after the expiration of such 60-day period, and that such terms are sale is consummated within 270 days after the expiration of such 60-day period. 7.2.2 The election of an Offeree Member to purchase the Percentage Interest shall be irrevocable and binding on such Offeree Member, and the sale, purchase and transfer of (and payment for) the relevant Percentage Interests shall be completed within 120 days after delivery of the Member’s election (or after termination of such 120-day period, as the case may be). 7.2.3 Notwithstanding any other provision of this Paragraph 7.2, the closing shall not materially adverse occur before such purchase and sale have received all necessary approvals, including, without limitation, approvals of any governmental authority or regulatory agency having jurisdiction. 7.2.4 In the event that the sum of the purchase offers of all Offering Members (the Offering Members making such offers being referred to herein as the “Purchasing Offeree Members”) exceeds the Offering Member’s Percentage Interests, then each Purchasing Offeree Member shall be entitled and obligated to purchase the portion of the Offering Member’s Percentage Interest constituting a fraction, the numerator of which is each Purchasing Offeree Member’s Percentage Interest in the Company as compared to those set forth and the denominator of which is the sum of all such Purchasing Offeree Members’ Percentage Interests in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. Subject The Bank hereby irrevocably and unconditionally undertakes to Section 5.2 belowthe Beneficiary that in the event that the Bank enforces its pledge over, and wishes to Sell, any or all of the Company Pledged Shares, it shall deliver to Banc not Sell any such Pledged Shares before giving the Beneficiary, provided the Beneficiary at the time owns at least 10% of America Strategic Investments Corporation the Shares, a right of first offer on the following terms: (“BASIC”i) The Bank shall provide the Beneficiary with a written notice (the “Financing Offer Notice”) at least twenty for such intended Sale stating: (20a) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor Pledged Shares (or group of affiliated investors“Offered Shares”); and (b) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice its price expectations per Pledged Share (the “Response PeriodOffer Price”) to deliver which shall not be more than the volume weighted average market price over the last 30 trading days on the Borsa Istanbul prior to the Company date of delivery of the Offer Notice. Within 15 (fifteen) Business Days of receipt of the Offer Notice from the Bank, the Beneficiary may send a written notice setting forth BASIC’s good faith, comparable, counterproposal if it wishes to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt buy all of the Financing Counterproposal Offered Shares (the “Negotiation Period”but not less than all) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term SheetAcceptance Notice”) to the Bank. Upon receipt of the Acceptance Notice, the Bank shall Sell all of the Offered Shares to the Beneficiary on such terms within 120 (one hundred and twenty) Business Days from the date of the Acceptance Notice (this period only being subject to extension as may be reasonably necessary to obtain required governmental or regulatory approvals). (ii) If the Beneficiary fails to respond to the Offer Notice within the relevant period stipulated above or, at any time during this process, it informs the Bank that it elects not to exercise its right of first offer with respect to the Offered Shares (any such event being referred to as a “No Action Event”). In , then the event BASIC does not deliver Bank will be permitted to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is Sell all (but not less favorable than all) the Offered Shares to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICany third person at any consideration.

Right of First Offer. Subject (i) If any Stockholder (a "Seller") has received and accepted a bona fide offer (a "Transfer Offer") to purchase any or all of the Company Securities (the "Transfer Stock") then owned by such Seller to any person other than pursuant to an Exempt Transfer (as defined in Section 5.2 2(c) below), then before the Seller may sell the Transfer Stock, the Company Seller shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver provide to the Company a written notice setting forth BASIC’s good faithdetailing the terms of such Transfer Offer that the Seller has accepted with respect to such Transfer Stock (a "Transfer Notice"). Such Transfer Notice shall identify the Transfer Stock, comparablethe price of the Transfer Stock, counterproposal the identity of the third party offeror and all the other material terms and conditions of such Transfer Offer. The Transfer Notice shall contain an irrevocable offer (a "First Offer") to sell the Transfer Stock to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject Company at a price equal to the Major Investors’ right of participation set forth price and upon substantially the same terms as the terms contained in Section 3 above, unless such right of participation is otherwise waived by the Major InvestorsTransfer Offer. The Company and BASIC shall have ten the irrevocable right and option (10the "Right of First Offer") exercisable as provided below, to accept the First Offer as to any or all Company Securities of the Transfer Stock. The Company shall provide the Seller with an irrevocable written notice of acceptance specifying the number of Company Securities of the Transfer 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 of acceptance must be provided to the Seller within fifteen (15) business days following after the date the Transfer Notice is given (the "Notice Period"). (ii) Subject to the 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 at the principal office of the Company on the Thirtieth (30th) business day after the expiration of the Notice Period (or after the receipt of any required governmental consents or approvals). At such closing, the Company shall deliver a certified check or checks in the appropriate amount to the Seller against delivery of certificates representing the Transfer Stock so purchased, 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. (iii) Notwithstanding the exercise by the Company of its rights under this Section 2(b), if at the end of the Notice Period the Company shall have agreed to purchase less than all of the Transfer Stock covered thereby (a "Partial Purchase Commitment"), the Seller shall promptly notify the Company as to whether or not it shall accept such Partial purchase Commitment. If such Partial Purchase Commitment is accepted, the closing for such purchase of a portion of such Transfer Stock shall take place pursuant to Section 2(b)(ii) hereof. Upon acceptance by the Seller of the Partial Purchase Commitment, the Seller shall have the right within the time hereinafter specified to Transfer any Transfer Stock not included in the Partial Purchase Commitment at a price not less than and on terms no more favorable to the purchaser than were in the 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’s receipt , to be bound by the provisions of this Agreement, as a Stockholder. Promptly after any sale pursuant to this Section 2(b), the Seller shall notify the Company of the Financing Counterproposal consummation thereof and shall furnish such evidence of the completion (including time of completion) of such sale and of the “Negotiation 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) to mutually agree on the final terms **** Certain information has been omitted and filed separately without again fully complying with the Securities provisions of this Section 2(b) and Exchange Commission. Confidential treatment has been requested all the restrictions on Transfer contained in this Agreement shall again be in effect with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on all such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICSeller's Transfer Stock.

Right of First Offer. (a) Subject to the terms and conditions specified in this Section 5.2 below2.3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any partners and affiliates of an Investor, An Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, so long as such apportionment does not cause the loss of the exemption under Section 4(2) of the Act or any similar exemption under applicable state securities laws in connection with such sale of shares by the Company. (b) Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (the “Shares”), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give written notice (the “Financing Notice”) to the Investors at least thirty (30) days before the closing of any such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer, including, without limitation (i) the number of such Shares to be offered, and (ii) the price and terms upon which it proposes to offer such Shares, including voting powers and preferences. Each of the Investors shall have an option for a period of twenty (20) calendar days prior after receipt of the Notice, to accepting purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Series F Preferred then held, by such Investor bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all outstanding convertible and exercisable securities). Each Investor may exercise its option by notifying the Company within twenty (20) calendar days after receipt of the Notice of the number of securities its elects to purchase. Payment for the offered Shares shall be made by check or wire transfer against delivery of the offered Shares at a place and time specified in the Notice, but in no event later than forty five (45) days after delivery of the Notice. If all Shares that Investors are entitled to obtain pursuant to this section are not elected to be obtained by the Investors, the Company may, during the one hundred twenty (120) day period following the expiration of the twenty (20) day option period provided herein, offer the remaining unsubscribed portion of such Shares to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Shares within such one hundred twenty (120) with day period, or if such agreement is not consummated within one or more hundred twenty (120) days of the entities listed on Exhibit E execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Investors in accordance herewith. (eachc) The right of first offer in this Section 2.3 shall not be applicable to (i) bona fide options (and the shares issuable upon exercise thereof) issued to employees, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number directors and consultants of the Company’s securities Corporation pursuant to be sold to any investor (written stock option or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented stock purchase plans that have been approved by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Corporation, (ii) shares issued in connection with the exercise of convertible securities outstanding as of the date of the first sale of Series F Preferred, (iii) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, (iv) the issuance of stock, warrants or other securities or rights to Persons or entities with which the Company has business relationships provided such issuances are for other than primarily equity financing purposes, provided that in cases of issuances pursuant to clauses (iii) and (iv) such issuances shall have been approved by a majority of the valuation set forth Board of Directors, (v) the issuance of shares of Series F Preferred in a Subsequent Series F Offering, or (vi) the BASIC Term Sheet proposed to be executed by BASICInitial Offering.

Right of First Offer. Subject In the absence of and until a Qualified IPO, if the Investor desires to sell or transfer any of its Securities (except pursuant to a bona fide offer received by the Investor in accordance with Section 5.2 below11.6), the Company Investor shall deliver first give a Notice of Intent to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more . The Notice of Intent shall set forth the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than shares of Securities which the greatest number Investor desires to sell. For a period of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) 30 days following receipt of such Financing Notice of Intent, the Company shall have the right to negotiate a transaction with the Investor whereby the Company will purchase for cash all (but not less than all) of the “Response Period”) to deliver Securities designated in the Notice of Intent at a price and upon other terms and conditions acceptable to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal Investor and the Company. Any such purchase shall be consummated on or prior to the Proposed Financing 60th day after the Company's receipt of the Notice of Intent. If (a) the “Financing Counterproposal”)Company elects not to exercise the right provided in this Section 11.7, (b) the Company and the Investor cannot agree on the terms and conditions of a purchase by the Company during such 30 day period, or (c) the Company and the Investor shall agree on the terms and conditions of such purchase but the Company shall fail to pay the purchase price in a timely manner, then the Investor may sell the Securities designated in the Notice of Intent at a price and on terms not more favorable to the purchaser than the price and terms offered to the Company. The Investor may sell such Securities during the period ending on the 150th day following the later of the end of such 30 day period and the date on which Financing Counterproposal the Company fails to pay such price. If the Investor does not sell such Securities in such 150 day period, the Securities shall again be subject to the Major Investors’ right of participation set forth this Section 11.7. This Section 11.7 shall not apply to any distribution in Section 3 above, unless such right of participation is otherwise waived kind by the Major InvestorsInvestor to its partners or shareholders pursuant to Section 15. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of Notwithstanding the foregoing, the Investor may not transfer any Securities pursuant to this Section 11.7 to those persons competitive with the Company which shall include economic terms and conditions resulting in an aggregate valuation are described on SCHEDULE 11.6 without the consent of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.

Right of First Offer. (a) Subject to the provisions of Section 5.2 below3.01, the Company if BFG desires to transfer any Voting Securities it shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a give written notice (the “Financing BFG’s Notice”) to Bancorp (i) stating that it desires to make such transfer, and (ii) setting forth the number of shares of Voting Securities proposed to be transferred (the “Offered Shares”), the cash price per share that BFG proposes to be paid for such Offered Shares (the “Offer Price”), and the other material terms and conditions of such transfer. BFG’s Notice shall constitute an irrevocable offer by BFG to sell to Bancorp the Offered Shares at least twenty the Offer Price in cash. (20b) days prior Within 60 Days after receipt of BFG’s Notice, Bancorp may elect to accepting an offer purchase all (but not less than all) of the Offered Shares at the Offer Price in cash by delivery of a potential financing transaction involving the sale notice (“Bancorp’s Notice”) to BFG stating Bancorp’s irrevocable acceptance of the Company’s securities for capital raising purposes ( “Proposed Financing”Offer. (c) with one or more If Bancorp fails to elect to purchase all of the entities listed on Exhibit E Offered Shares within the time period specified in Section 4.0l(b), then BFG may, within a period of 120 days following the expiration of the time period specified in Section 4.0l(b), transfer (eachor enter into an agreement to transfer) all or any Offered Shares; provided that if the purchase, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one price per share to be paid by any purchaser of its controlled affiliates purchasing an aggregate number of securities no the Offered Shares is not less than the greatest number Offer Price. (d) If Bancorp fails to elect to purchase the Offered Shares at the Offer Price within the relevant time period specified in Section 4.0l(b) and BFG shall not have transferred or entered into an agreement to transfer the Offered Shares prior to the expiration of the Company’s securities to be sold to 120-day period specified in Section 4.0l(c), the right of first offer under this Section 4.01 shall again apply in connection with any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt subsequent transfer of such Financing Notice Offered Shares. (the “Response Period”e) Any purchase of Voting Securities by Bancorp pursuant to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal this Section 4.01 shall be subject to on a mutually determined closing date which shall not be more than 15 days after the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation last notice is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested given with respect to such purchase. The closing shall be held at 10:00 a.m., local time, at the omitted portions. principal office of Bancorp, or at such other time or place as the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to parties mutually agree. (f) On the closing date, after good faith negotiations BFG shall deliver (i) certificates representing the shares of Voting Securities being sold, free and clear of any lien, claim or encumbrance, and (ii) such other documents, including evidence of ownership and authority, as Bancorp may reasonably request. The purchase price shall be paid by both parties, wire transfer of immediately available funds no later than 2:00 p.m. on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of closing date. (g) Notwithstanding the foregoing, BFG agrees not to sale the Voting Securities to any Restricted Person (as defined below) without the prior written consent of Bancorp, which shall include economic terms and conditions resulting in an aggregate valuation consent may be withheld for any reason or for no reason. BFG gives Bancorp the right to purchase the Offered Shares at the Offer Price (or Reduced Transfer Price, as the case may be) within 90 days from the date of notice from BFG of the Company’s outstanding capital stock that proposed sale at which the Restricted Person agreed to purchase the Offered Shares. If Bancorp fails to purchase the Offered Shares within such 90-day period, BFG shall be permitted to proceed with its sale to such Restricted Person in accordance with Section 4.01 (c). “Restricted Person” shall mean a person who is not less favorable to a significant competitor of Bancorp or the stockholders Bank or whose ownership of the Company than the valuation set forth Voting Securities of Bancorp would cause a change in the BASIC Term Sheet proposed to be executed by BASICcontrol of Bancorp.

Right of First Offer. Subject Prior to Section 5.2 belowthe date of Buyer's initial public -------------------- offering, if any, pursuant to an effective registration statement under the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (Securities Act, covering the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the and sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver Buyer Common Stock to the Company public (a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation "Buyer IPO") and except as set forth in Section 3 above4.5 (c), unless before there can be a valid sale or transfer for consideration of any of the Shares by any holder thereof (each such right holder, a "Selling Shareholder"), such Selling Shareholder shall first offer such Shares to Buyer in the following manner: (a) The Selling Shareholder shall deliver a notice in writing to Buyer (an "Offer Notice") stating the price, terms, and conditions of participation is otherwise waived by such proposed sale or transfer, the Major Investorsnumber of Shares to be sold or transferred, and his or her intention to so sell or transfer such Shares. The Company and BASIC Within thirty (30) days thereafter, Buyer shall have ten (10) business days following the Company’s receipt prior right to purchase all but not less than all of the Financing Counterproposal Shares offered at the price and upon the terms and conditions stated in such notice (the “Negotiation Period”it being understood that Buyer may assign this right in its sole discretion). (b) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. If all of the financing transaction contemplated Shares in the Offer Notice are not purchased by Buyer (or an assignee of Buyer) within a thirty (30)-day period from the Financing Counterproposal and execute date the Offer Notice is delivered by a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver Selling Shareholder to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation PeriodBuyer, the Company Selling Shareholder may proceed with the Proposed Financing with an Enumerated Party, sell or one of its affiliates, on the terms set forth transfer to any person or persons all Shares referred to in the Financing Offer Notice, but only within a period of sixty (60) days from the date the Offer Notice is delivered to Buyer; provided, however, that the Selling Shareholder shall not sell or transfer such Shares at a lower price or on terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less more favorable to the stockholders purchaser or transferee than those specified in the Offer Notice. After said sixty (60)-day period, the foregoing procedure for first offering Shares to Buyer shall again apply if the proposed sale or transfer has not been completed. (c) Notwithstanding anything contained herein to the contrary, Seller and the Shareholders may transfer any of the Company Shares to up to twelve (12) Permitted Transferees (as defined below) in addition to the Shareholders without complying with the requirements of this Section 4.5, provided that (i) such transfer is otherwise effected in accordance with applicable securities laws, (ii) until six months after the Closing Date, such transfer is for value no greater than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.$1.50 per Share,

Right of First Offer. Subject to Section 5.2 belowUpon the Minority Shareholders receipt of the Non-Performance Exit Right Notice, the Company Minority Shareholders shall deliver collectively have the right to Banc of America Strategic Investments Corporation (“BASIC”) a written notice provide an offer to SGS (the “Financing NoticeFirst Offer Right”) at least twenty (20) days prior to accepting an offer purchase all but not less than all of a potential financing transaction involving the sale of the CompanySGS’s securities for capital raising purposes ( “Proposed Financing”) with Shares. All Minority Shareholders are not required to participate, but if one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Minority Shareholders choose to exercise their First Offer Right then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company’s securities to be sold to any investor , within fifteen (or group of affiliated investors15) participating in such Proposed Financingdays after receiving the Non-Performance Exit Right Notice, a written notice executed by all Minority Shareholders. The Financing Notice written notice shall include a summary of state the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”)offer, which Financing Counterproposal shall be subject to binding on the Major Investors’ right of participation set forth in Section 3 aboveMinority Shareholders, unless such right of participation is otherwise waived by including the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt names of the Financing Counterproposal (Minority Shareholders that have elected to participate in the “Negotiation Period”) offer, the purchase price and terms pursuant to mutually agree on which the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange CommissionMinority Shareholders are willing to purchase all but not less than all of SGS’s Shares. Confidential treatment has been requested with respect to the omitted portions. None of the financing transaction contemplated by Minority Shareholders can exercise the Financing Counterproposal First Offer Right until all Minority Shareholders have agreed and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (executed the “BASIC Term Sheet”). In the event BASIC does not deliver notice delivered to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing NoticeSGS; provided, that those electing not to participate shall so indicate in such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation notice. Failure of the foregoingMinority Shareholders to notify SGS of their offer to purchase all of SGS’s Shares within such 15-day period, which shall include economic terms and conditions resulting in an aggregate valuation time being of the Company’s outstanding capital stock that is not less favorable to the stockholders essence, shall constitute a waiver of the Company than First Offer Right by the valuation set forth Minority Shareholders. If the Minority Shareholders elect to exercise their First Offer Right and SGS accepts such offer, then each participating Minority Shareholder shall purchase a pro rata portion of SGS’s Shares based on the number of Shares owned by that Minority Shareholder participating in exercising First Offer Right divided by the BASIC Term Sheet proposed to be executed total number of Shares owned by BASICall Minority Shareholders participating in exercising the First Offer Right.

Right of First Offer. Subject to Section 5.2 Except as set forth below, the Company Investor shall deliver not sell any shares of Series C Preferred Stock at any time that the Fair Market Value (as defined in the Series C Articles Supplementary) of a share of Common Stock is less than the then-current Conversion Price of a share of Series C Preferred Stock unless such sales are made in accordance with the provisions of this Section 6.23. If the Investor wishes to Banc sell shares of America Strategic Investments Corporation (“BASIC”) a written notice Series C Preferred Stock (the “Financing NoticeOffered Shares”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving ), the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice Investor shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to first deliver to the Company a written notice setting forth BASIC’s good faithan offer to sell the Offered Shares on specified terms and conditions, comparable, counterproposal to the Proposed Financing other than price (the “Financing CounterproposalOffer”). The Company may elect to purchase all or any portion of the Offered Shares by delivering written notice to the Investor of its election to purchase within 10 Business Days after receipt of the Offer. The notice by the Company shall set forth the number of Offered Shares it wishes to purchase and the price at which the Company proposes to purchase such Offered Shares. In the event that the Company has elected to purchase all or any portion of the Offered Shares before the expiration of the 10-business day period referred to above, which Financing Counterproposal the Investor may sell the Offered Shares to the Company or, within 20 Trading Days after the expiration of the 10 Business Day period referred to above, sell the Offered Shares to one or more third parties at a price no less than 105% of the price provided by the Company in response to the Offer and other terms and conditions no more favorable to the purchasers than those contained in the Offer. After the expiration of such 20 Trading Day period, any sale of all or any portion of the Offered Shares shall again be subject to the Major Investors’ right provisions of participation set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors6.23. The Company and BASIC shall have ten (10) business days following If the Company’s receipt of offer to purchase is accepted by the Financing Counterproposal (Investor, the Company shall have 5 Business Days to close on such transaction. For this purpose, a “Negotiation Period”) to mutually agree Trading Day” shall be any day on which the securities in question are traded on the final terms **** Certain information has been omitted and filed separately with NYSE, or if such securities are not listed or admitted for trading on the Securities and Exchange Commission. Confidential treatment has been requested with respect to NYSE, on the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet principal national securities exchange on which such securities are listed or similar written agreement memorializing their mutual agreement admitted, or if not listed or admitted for trading on such terms any national securities exchange, on Nasdaq National Market (the “BASIC Term SheetNASDAQ”), or if such securities are not quoted on NASDAQ, in the securities market in which the securities are traded. In the event BASIC does not deliver to that the Company has not elected to purchase all or any portion of the Financing Counterproposal Offered Shares before the expiration of the 10 Business Day period referred to above, the Investor may, within 20 Trading Days after expiration of the Response Period 10 Business Day period, sell the Offered Shares to one or the Company and BASIC are unable to mutually agreemore third parties at any price, after good faith negotiations by both parties, but on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic other terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less no more favorable to the stockholders purchaser than those specified in the Offer. After the expiration of such 20 Trading Day period, any sale of all or any portion of the Company than Offered Shares shall again be subject to the valuation set forth provisions of this Section 6.23. Notwithstanding anything to the contrary in this Section 6.23, (i) the provisions of this Section 6.23 shall not restrict the ability of a lender to the Investor to whom the Investor has pledged the shares of Series C Preferred Stock as collateral to foreclose upon or otherwise acquire such collateral or restrict such lender from selling or otherwise transferring such collateral and (ii) the Investor may sell shares of Series C Preferred Stock with an aggregate Liquidation Preference (as defined in the BASIC Term Sheet proposed Series C Articles Supplementary) of up to be executed by BASIC$10 million in any 12-month period without compliance with this Section 6.23.

Right of First Offer. Subject to Section 5.2 below, the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days At any time prior to accepting an offer termination of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E this Agreement, if Holder desires to Transfer any Shares held by Holder (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less other than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation Shares eligible for transfer immediately as set forth in Section 3 above3.2(b)(i) and other than to a Permitted Transferee), unless such right Holder shall, before such Transfer, take the following actions: (i) Inform Penske in writing (which shall include by facsimile) of participation is otherwise waived by its intent to Transfer such Shares (the Major Investors. The Company "Transfer Notice") and BASIC shall include in such Transfer Notice, the number of shares such Transferring Party intends to Transfer (the "Transfer Amount"). (ii) Upon receipt of a Transfer Notice, Penske shall have ten (10) three business days following from the Company’s receipt time of delivery of the Financing Counterproposal Transfer Notice to inform such Holder whether it desires to purchase any Shares. (iii) In the “Negotiation Period”event that Penske informs such Holder in writing that it does not intend to purchase any such Shares or provides no response prior to the expiration of such period, such Holder shall be entitled to Transfer such Shares, free and clear of the restrictions set forth in this Section 3.1. Upon such transfer, if in accordance with the terms of this Agreement, Holder shall have no further obligations under this Section 3.1. (iv) In the event that Penske informs such Holder in writing that it intends to mutually agree purchase any such Shares, Penske shall purchase such shares for the purchase price equal to the closing price of the Common Stock as quoted on the final terms **** Certain information has been omitted and filed separately with the Securities and New York Stock Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Composite Index determined as of the financing transaction contemplated date of delivery of the Transfer Notice (or for fair market value as reasonably determined by Penske in the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement event the Common Stock is no longer listed on such terms (the “BASIC Term Sheet”New York Stock Exchange). In such event the event BASIC does not deliver parties shall complete the Transfer of such Shares within five Business Days from the date of delivery of such notice to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICHolder.

Right of First Offer. Subject (a) Commencing immediately after the consummation of the Distribution, and prior to Section 5.2 belowthe second anniversary of the Distribution Date, Harcourt General shall not, and shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect wholly owned Subsidiary of Harcourt General, Neiman Marcus or pursuant to a bona fide merger, tender offer, exchange offer, consolidation or other similar transaction in which the Company opportunity to Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of Class A Common Stock in any 60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together, unless Harcourt General shall deliver have given to Banc of America Strategic Investments Corporation (“BASIC”) a Neiman Marcus at least ten days' prior written notice (the “Financing "Right of First Offer") that it or its Subsidiary is considering effecting such a Transfer (a "Transferor's Notice”"). Such notice shall state (i) the number of shares of Class A Common Stock that Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) the price, if applicable, at least twenty which Harcourt General or its Subsidiary would be willing to Transfer the Offered Securities, other than in a "block trade" or other public offering (20) days prior a "Public Sale"), including to accepting an offer a third party (the "Private Price"), and/or if Harcourt General or its Subsidiary anticipates the possibility of a potential financing transaction involving the sale Transfer of such shares in a Public Sale, a statement to such effect. Upon receipt of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Transferor's Notice, Neiman Marcus, acting through its Board of the entities listed on Exhibit E (eachDirectors, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten days (10the "Offer Period") business days following to elect to purchase the Company’s receipt Offered Securities at a price in cash equal to (x) the Private Price or (y) if no Private Price has been stated by Harcourt General, the closing price on the New York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the Financing Counterproposal (the “Negotiation Period”) Transferor's Notice. The foregoing Right of First Offer shall not apply to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any Transfer for shares of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet stock or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agreeother property, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company so long as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.the

Right of First Offer. Subject (a) If any Investor proposes to Section 5.2 belowsell (which term shall include any disposition) any Shares or Warrant Shares (the "Securities") in a Covered Sale (as hereinafter defined), such Investor will give written notice to the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing "Transfer Notice”") at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”number of Securities such Investor proposes to sell in Covered Sales during the 90-day period (the "Notice Period") with one or more commencing on the date of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Investor's delivery of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Transfer Notice (the “Response Period”"Delivery Date") and the price per share at which such Investor proposes to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless sell such right of participation is otherwise waived by the Major InvestorsSecurities. The Company and BASIC shall have ten (the right, during the 10) business days following -day period commencing on the Company’s receipt Delivery Date, to purchase all, but not less than all, of the Financing Counterproposal (Securities described in the “Negotiation Period”) to mutually agree on Transfer Notice at the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms price per share set forth in the Financing Notice; provided, that Transfer Notice by delivery to the Investor of (i) the Company's written irrevocable agreement to purchase all of such terms 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 such Investor. The right described in the preceding sentence shall terminate if the agreement and purchase price described in the preceding sentence are not materially adverse received by such 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 compared hereinabove set forth within such 10-day period, such Investor may sell all or any portion of the Securities described in the Transfer Notice to those any purchaser for a price per share equal to or in excess of the price set forth in the BASIC Term Sheet proposed Transfer Notice. If, at the end of the Notice Period, such Investor has not completed such sales, such Investor shall no longer be permitted to be executed by BASIC, and sell such Securities in a Covered Transaction without limitation again complying with all of the provisions of this Section. Notwithstanding the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation such 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 BASIC Term Sheet proposed Company, in which event the 10- and 90- day periods described above shall recommence from the date of Investor's delivery of such amended Transfer Notice to be executed the Company. (b) As used in this Section, "Covered Sale" shall mean any sale of Securities by BASICsuch Investor other than (i) a sale to an Affiliate of the Investor or (ii) a transfer that is registered under the Securities Act or effected pursuant to Rule 144 under the Securities Act.

Right of First Offer. Subject (a) Except for (i) shares of Common Stock issued or sold to Section 5.2 employees or directors of the Company pursuant to an existing Benefit Plan or any new Benefit Plan adopted by the Company in good faith, (ii) the Proposed Sale, (iii) a public offering of Common Stock by the Company or (iv) the issuance or transfer of shares of Common Stock to unaffiliated third parties in connection with licensing or similar arrangements consistent with past practice, in the event that the Company proposes to issue or sell any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock and the purchase price for such shares of Common Stock, or the conversion price or exercise price for the shares of Common Stock into which such securities are convertible or for which such securities are exercisable, as the case may be, shall be less than the Market Value (as hereinafter defined) on the date notice is given pursuant to clause (i) below, : (i) the Company shall deliver to Banc give each of America Strategic Investments Corporation (“BASIC”) a the Investors written notice of its intent to issue or sell such shares of Common Stock or other securities, specifying the number thereof to be sold, the purchase price and the terms and conditions of such sale and offering; (ii) if, within 5 Business Days (as hereinafter defined) after receipt of the “Financing Notice”notice given pursuant to clause (i) above one or more Investors shall not have accepted such offer in writing with respect to any shares of Common Stock or other securities specified in such notice, then the Company shall be free to issue or sell to any third party such shares of Common Stock or other securities with respect to which such offer has not been accepted at least twenty a price equal to or above the purchase price and on other terms and conditions no less favorable to the Company than those specified in such notice at any time within 45 days of the expiration of such 5-Business Day period; provided that if such shares of Common Stock shall be sold to an officer, director or an affiliate of the Company, either (20x) days prior the material facts as to accepting an offer of a potential financing transaction involving such officer's, director's or affiliate's relationship and as to the sale of Common Stock are disclosed or are known to the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Board of Directors, and the Board of Directors in good faith authorizes the sale by the affirmative votes of a majority of the entities listed on Exhibit E (eachdisinterested directors, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no even though the disinterested directors be less than a quorum, or (y) the greatest number material facts as to such officer's, director's or affiliate's relationship and as to the sale of Common Stock are disclosed or are known to the shareholders entitled to vote thereon, and the sale is specifically approved in good faith by vote of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Partyshareholders, or one (z) the sale of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse Common Stock is fair to the Company as compared of the time it is authorized, approved or ratified, by the Board of Directors or the shareholders; (iii) if the Company shall not have consummated such issuance or sale within the 45- day period referred to those set forth in clause (ii) above, then the Company may not thereafter sell such Shares or other securities without complying again with the provisions of this Section 4.2; and (iv) if one or more Investors shall have accepted such offer in whole or in part within 5 Business Days after receipt of the notice given pursuant to clause (i) above, then such Investor or Investors shall purchase such shares of Common Stock and/or other securities as to which such offer has been accepted as promptly as is reasonably practicable. (b) For purposes of this Section 4.2, "Market Value" means (1) if the Common Stock is quoted on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System (the "National Market System") or is listed on one or more stock exchanges, the average of the closing sales prices of a share of Common Stock on the National Market System if quoted thereon or on the primary national or regional stock exchange on which such shares are listed or (2) if the Common Stock is not so quoted or listed but is traded in the BASIC Term Sheet proposed to be executed by BASICover-the-counter market (other than the National Market System), and without limitation the average of the foregoingclosing bid and asked prices of a share of Common Stock, which in the case of clauses (1) and (2), for the 20 trading days (or such lesser number of trading days as the Common Stock shall include economic terms have been so listed, quoted or traded) next preceding the date of measurement or (3) if the Common Stock is not so quoted or listed and conditions resulting is not traded in an aggregate valuation the over-the-counter market, the fair market value of a share of Common Stock shall be determined reasonably and in good faith by the Board of Directors of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth . "Business Day" means a day on which federal or state chartered banking institutions located in the BASIC Term Sheet proposed State of Connecticut are authorized by law to be executed by BASICclose.

Right of First Offer. Subject On and after the Transfer Restriction Date, if any Class A Member or Class B Member (a "Transferring Member") desires to Section 5.2 belowTransfer all or any portion of its Class A Membership Interest or Class B Membership Interest, as applicable (the Company "Specified Interest"), to any Third Party Purchaser, such Transferring Member shall deliver first give notice thereof (the "Offer Notice") to Banc the other Class A Members and Class B Members (the "Non-Transferring Members"), specifying the price (the "Specified Price") and other terms (the "Specified Terms") at and on which such Transferring Member is willing to sell the Specified Interest. The delivery of America Strategic Investments Corporation the Offer Notice by the Transferring Member to the Non-Transferring Members shall constitute an offer by the Transferring Member to negotiate in good faith to sell to the Non-Transferring Members the Specified Interest at the Specified Price upon the Specified Terms. The Non-Transferring Members shall each have 30 Business Days (“BASIC”the "Acceptance Period") from and including the date it receives the Offer Notice to accept such offer, which acceptance shall be in the form of a written notice (the “Financing "Acceptance Notice”") at least twenty to the Transferring Member. Each Non-Transferring Member wishing to accept such offer (20each, an "Accepting Member") days prior shall thereafter negotiate in good faith with the Transferring Member. If more than one Non-Transferring Member shall wish to accepting an offer purchase the Specified Interest, each such Non-Transferring Member shall be entitled to purchase a proportionate share of the Specified Interest on the basis of its Aggregate Percentage Interest. If the Accepting Member(s) and the Transferring Member fail to execute a potential financing transaction involving definitive purchase agreement within 30 Business Days following receipt by the Transferring Member of the applicable Acceptance Notice(s), or if the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”Specified Interest to the Non-Transferring Member(s) with one or more is not consummated within 60 days following such receipt of the entities listed Acceptance Notice, the offer set forth in this Section 8.4 shall then automatically expire, and such Transferring Member may Transfer the Specified Interest, subject to the other terms of this Agreement, for a price and on Exhibit E (eachterms and conditions substantially no more favorable to the purchaser than those offered by the Transferring Member; provided however, an “Enumerated Party”) that if the Transferring Member shall fail to sell the Specified Interest or any portion thereof within 180 days from such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than expiration, the greatest number Specified Interest or such non-transferred portion of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice Specified Interest shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall again be subject to the Major Investors’ right of participation set forth first offer contained in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC8.4.

Right of First Offer. Subject (a) If Sxxxx desires to Section 5.2 belowsell any S-8 Shares, excluding the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale 600,000 shares issued upon execution of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (eachAgreement, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice he shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to first deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”"Offer Notice"), which Financing Counterproposal Offer Notice shall include: (A) the number of S-8 Shares to be subject sold (the "Offered Stock"); (B) the purchase price for the shares of Offered Stock; and (C) an offer to sell such Offered Stock to the Major Investors’ right of participation set forth Company (or its assignee or designee) in accordance with this Section 3 above4, unless at the purchase price specified in such right of participation is otherwise waived by the Major InvestorsOffer Notice. The Company and/or its assignee(s) or designee(s) shall then have the first right and BASIC shall have option (but not the obligation) to purchase all or any of the Offered Stock at the purchase price stated in the Offer Notice. Such right and option may be exercised by the Company and/or its assignee or designee by giving written notice of such election (including the amount of Offered Stock the purchaser desires to purchase) to Sxxxx within three (3) days following receipt of the of the Offer Notice if the purchase price is equal to or less than $0.75 per share or within ten (10) business days if the purchase price is greater than $0.75 per share (the "Acceptance Notice"). (b) Unless the parties otherwise agree in writing, the closing of any purchase and sale of Offered Stock pursuant to this Section 4 shall take place on the tenth (10th) day following the Company’s receipt delivery of the Financing Counterproposal Acceptance Notice (or the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute next succeeding business day if such day is not a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”business day). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period and/or its assignee or the Company and BASIC are unable designee fails to mutually agree, after good faith negotiations by both parties, on the final terms deliver an Acceptance Notice with respect to all of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms Offered Stock set forth in any Offer Notice within three (3) days following receipt of the Financing Notice; providedof the Offer Notice if the purchase price is equal to or less than $0.75 or within ten (10) days if the purchase price is greater than $0.75, that Sxxxx shall have the right to sell any remaining Offered Stock. Such sale shall close during the calendar quarter in question. If Sxxxx does not consummate any such terms are sale within such calendar quarter, then such sale may not materially adverse to be consummated without repetition of the Company as compared to those procedures set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICthis Section 4.

Right of First Offer. (a) Subject to the rights of AOL set forth in the AOL Agreement, until the Common Stock is registered under Section 5.2 below12(b) or 12(g) of the Exchange Act, if any Holder (an "Offeror") desires to Transfer from time to time all or any portion of the shares of Common Stock Beneficially Owned by such Holders on a Fully Diluted Basis (all or such portion hereinafter referred to as the "Offered Securities"), the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Notice”) Offeror shall, at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (eachproposed Transfer, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver furnish to the Company and each Holder a written notice setting forth BASIC’s good faithan offer to sell the Offered Securities for a specific cash dollar amount (the "Offer"). The other Holder(s) (each, comparablean "Electing Holder") shall have the right to elect, counterproposal by providing written notice to the Proposed Financing Offeror of its election to purchase within ten days after the date of the Offer, to purchase that number of Offered Securities (or if such number is not an integral number, the “Financing Counterproposal”)next integral number which is greater than such number) which shall be the product of (i) the total number of shares of Common Stock then Beneficially Owned by such Electing Holder on a Fully Diluted Basis and (ii) a fraction, the numerator of which Financing Counterproposal shall be the number of Offered Securities to be Transferred by the Offeror and the denominator of which shall be the total number of shares of Common Stock then Beneficially Owned by all of the Holders on a Fully Diluted Basis. This provision shall not permit a Holder to duplicate any rights such holder has as a result of a right of first offer contained in any other agreement or security issued by the Company. (b) If the Electing Holder(s) shall timely exercise their first right to purchase all or any portion of the Offered Securities, the Offeror shall sell all or such portion of the Offered Securities to such Electing Holder(s) who shall pay the cash price specified in the Offer to the Offeror, and the parties shall otherwise consummate such transaction no later than twenty days after the Company's receipt of the Offer. (c) If the Electing Holder(s) fails to exercise its/their first right to purchase, or exercises its/their right only with respect to a portion of the Offered Securities, the Offeror shall have ten days thereafter to sell any remaining Offered Securities at the price and on terms no less favorable to the Offeror than those specified in the Offer. If the Offeror does not consummate the sale of such Offered Securities within such ten day period, then the Offeror shall not thereafter Transfer any of its Securities without again complying with this Section 5. (d) The restrictions set forth in this Section 5 shall not apply with respect to any (i) Transfer of Securities by a Holder to a Permitted Transferee; provided, however, that each Permitted Transferee must agree to be bound by all of the terms of this Agreement as a Holder, and (ii) Transfer by Provident of securities issued by the Company upon conversion of securities issued in the Provident Offering and the transferee of such securities shall not be bound by the terms of this Agreement. (e) The restrictions set forth in this Section 5 shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived prior exercise by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one AOL of its affiliates, on the terms rights set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICAOL Agreement.

Right of First Offer. Subject to the terms and conditions -------------------- specified in this Section 5.2 below9, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Equity Securities. For purposes of this Section 9, Investor includes any partners and other Affiliates of an Investor. An Investor B-23. shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any Equity Securities, the Company shall first make an offering of such Equity Securities to each Investor in accordance with the following provisions: (a) The Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice ("Notice") ------ to the “Financing Investors stating (i) its bona fide intention to offer such Equity Securities, (ii) the number of such Equity Securities to be offered, and (iii) the price and terms, upon which it proposes to offer such Equity Securities. (b) Within 30 calendar days after receipt of the Notice”, an Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Equity Securities which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock then held, by such Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock then held by all Investors. (c) The Company shall, during the 10-day period following the expiration of the period provided in subsection 9(b) hereof, offer the remaining unsubscribed portion of such Equity Securities which any Investor has not elected to purchase under subsection 9(b) hereof to the other Investors. During the 90-day period following the expiration of such 10-day period, the Company may offer the remaining unsubscribed portion of such shares which the Investors have not elected to purchase to any person or persons at least twenty (20) days prior to accepting a price not less than, and upon the same terms and conditions as those specified in the Notice. If the Company does not enter into an offer of a potential financing transaction involving agreement for the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one Equity Securities within such period, or more if such agreement is not consummated within 90 days following the expiration of the entities listed on Exhibit E period provided in this Section 9(c), the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first reoffered to the Investors in accordance herewith. (eachd) The right of first offer in this Section 9 shall not be applicable (i) to the issuance or sale of shares of Common Stock reserved for issuance to employees and directors pursuant to stock plans approved by the Company's Board of Directors, an “Enumerated Party”(ii) to or after consummation of the Public Offering, (iii) to any Common Stock issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock or upon exercise of outstanding warrants, including the Warrants and the Series D Warrants or (iv) to the issuance of shares of Common Stock in connection with the acquisition of a business by the Company in a transaction or series of related transactions valued at less than $2 million or in a transaction B-24. approved by (i) the Series D Investor Directors and (ii) at least one of the Series A Investor Directors and the Series B Investor. (e) To the extent that CVCA or Xxxxx Capital purchases additional Equity Securities from the Company, the Company shall (i) if such Proposed Financing contemplates an Enumerated Party and/or one person purchases Equity Securities for consideration of its controlled affiliates purchasing an aggregate number $2,500,000 or more, make any filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act ("HSR Act") in connection with such a purchase and pay any associated filing fees and reasonable costs of securities no less than the greatest number of the Company’s securities preparation thereof (including any filing fee and reasonable preparation costs required to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented paid by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”person), which Financing Counterproposal shall be subject or (ii) offer to sell to such person non-voting Equity Securities on the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by same terms as the Major other Investors. The Company shall not enter into any more favorable agreements regarding reimbursement of HSR costs with any Stockholder or prospective Stockholder without treating CVCA and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICXxxxx Capital similarly.

Right of First Offer. Subject (a) Prior to Section 5.2 belowmaking any Transfer of Units or other interests in the LLC (other than a Transfer in connection with a Public Offering, a Public Sale of the type referred to in clause (i) of the definition thereof, a Sale of the Company shall deliver or the THI Liquidation), any Unitholder desiring to Banc of America Strategic Investments Corporation make such Transfer (the “BASICSelling Unitholder”) a will give written notice (the “Financing Offer Notice”) at least twenty to the LLC and the other Unitholders (20) the “Other Unitholders”). The Offer Notice will disclose in reasonable detail the number of Units or other interests in the LLC to be offered for sale and the terms and conditions of the proposed sale. Such Selling Unitholder will not consummate any Transfer until 45 days after the Offer Notice has been given to the Other Unitholders, unless the parties to the Transfer have been finally determined pursuant to this Section 10.2 prior to accepting an offer the expiration of a potential financing transaction involving the sale such 45-day period. (The date of the Company’s securities for capital raising purposes ( first to occur of such events is referred to herein as the “Proposed FinancingAuthorization Date”.) with The Offer Notice shall constitute a binding offer to sell the Units or other interests in the LLC on such terms and conditions contained therein. (b) The Other Unitholders may elect to purchase all (but not less than all) of the Units or other interests to be sold upon the same terms and conditions as those set forth in the Offer Notice by giving written notice of such election to such Selling Unitholder within 25 days after the Offer Notice has been given to the Other Unitholders. If more than one Unitholder elects to purchase the Units or other interests to be transferred, the Units or other interests in the LLC to be sold shall be allocated among the electing Other Unitholders pro rata according to the number of Common Units and Class B Preferred Units that are owned by each electing Other Unitholder on a fully diluted basis. If one or more of the entities listed on Exhibit E (eachOther Unitholders have elected to purchase Units or other interests in the LLC from the Selling Unitholder, an “Enumerated Party”) if the transfer of such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number Units or other interests shall be consummated as soon as practicable after delivery of the Company’s securities election notices to be sold to the Selling Unitholder, but in any investor (event within 15 days after the Authorization Date. If one or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary more of the material terms Other Unitholders do not elect to purchase all of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Units or other interests specified in the Offer Notice, the Selling Unitholder may transfer the Units or other interests specified in the Offer Notice (the “Response Period”) to deliver at a price and on terms no more favorable to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to transferee(s) thereof than specified in the Proposed Financing (Offer Notice during the “Financing Counterproposal”), which Financing Counterproposal shall 90-day period immediately following the Authorization Date. Any Units or other interests not Transferred within such 90-day period will be subject to the Major Investors’ right provisions of participation this Section 10.2 upon subsequent Transfer. (c) The restrictions of this Section 10.2 will not apply with respect to Transfers to Permitted Transferees or Transfers pursuant to the THI Liquidation. (d) Notwithstanding anything herein to the contrary, except pursuant to clause (c) above, in no event shall any Transfer of Units pursuant to this Section 10.2 be made for any consideration other than cash payable upon consummation of such Transfer. (e) The restrictions set forth in this Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC 10.2 shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested continue with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet each Unit or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth other interest in the Financing Notice; providedLLC until the earlier of (i) the date on which such Units or other interests have been transferred in a Public Sale, that such terms are not materially adverse to (ii) the Company as compared to those set forth in consummation of an Approved Sale, (iii) the BASIC Term Sheet proposed to be executed by BASICconsummation of a Qualified IPO, and without limitation of (iv) the foregoing, date on which shall include economic terms such Units or other interests have been transferred pursuant to this Section 10.2 (other than pursuant to Section 10.2(c) and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable other than a transfer to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed a Unitholder purchasing from a Selling Unitholder pursuant to be executed by BASICSection 10.2(b)).

Right of First Offer. Subject to the terms and conditions of this Section 5.2 4(a) and applicable securities laws, if the Company proposes to offer or sell any New Securities (as defined below), the Company shall deliver first offer such New Securities to Banc all Shareholders. For the purpose of America Strategic Investments Corporation this Agreement, “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. (“BASIC”1) a written The Company shall give notice (the “Financing Offer Notice”) at least to each of the Shareholders stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms upon which it proposes to offer such New Securities. (2) By written notification to the Company within twenty (20) days prior after the Offer Notice is given, each Shareholder may elect to accepting an offer purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of a potential financing transaction involving such New Securities that equals the proportion that the Shares then held by such Shareholder bears to the total Shares then outstanding. The closing of any sale pursuant to this Section 4(a) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities. Failure by MPU to give such notice within the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have abovementioned twenty (20) days following receipt period shall constitute an irrevocable waiver by MPU of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ its right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested first offer with respect to such New Securities. (3) If all New Securities referred to in the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet Offer Notice are not elected to be purchased or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”acquired as provided in Section 4(a)(2). In the event BASIC does not deliver to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with may, during the Proposed Financing with an Enumerated Partyninety (90) day period following the expiration of the periods provided in Section 4(a)(2), or one offer and sell the remaining unsubscribed portion of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are New Securities to any Person at a price not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASICless than, and without limitation of the foregoing, which shall include economic upon terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less no more favorable to the stockholders offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered or sold unless first reoffered to the Shareholders in accordance with this Section 4(a). (4) The right of first offer in this Section 4(a) shall not be applicable to: (i) the issuance of Ordinary Shares, or the issuance of any option to purchase Ordinary Shares, to employees, advisors, directors or consultants of the Company than under any equity incentive plan of the valuation set forth Company approved by the Board; (ii) the issuance of Ordinary Shares actually issued upon the exercise of any option to purchase Ordinary Shares, in each case provided such issuance is pursuant to the BASIC Term Sheet proposed terms of such any option to be executed purchase Ordinary Shares; (iii) the issuance of Ordinary Shares, or the issuance of any option to purchase Ordinary Shares, issued as acquisition consideration pursuant to the acquisition of another corporation by BASICthe Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board; (iv) the issuance of shares in connection with a Public Offering; or (v) the issuance of Ordinary Shares, or the issuance of any option to purchase Ordinary Shares, issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board.

Right of First Offer. Subject Purchaser agrees that Purchaser will not sell, assign, pledge, or in any manner transfer any of the Shares or any right or interest therein, whether voluntarily or by operation of law, except by a transfer which meets the requirements set forth elsewhere in this Agreement and hereinafter set forth in this Section 4.6: (a) If Purchaser receives from anyone a bona fide offer acceptable to Section 5.2 belowPurchaser to purchase any of the Shares, or intends to make a bona fide offer to sell any Shares, then Purchaser shall first give written notice thereof to the Company. The notice shall name the proposed transferee, if known, and state the number of shares to be transferred, the Company shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (price per share or method for determining the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving the sale price and all other terms and conditions of the Company’s securities for capital raising purposes ( “Proposed Financing”offer. (b) with one or more of the entities listed on Exhibit E For five (each, an “Enumerated Party”5) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities to be sold to any investor (or group of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) business days following receipt of such Financing Notice (the “Response Period”) to deliver to notice, the Company a written shall have the option to purchase all of the shares (but not less than all) specified in the notice setting forth BASIC’s good faith, comparable, counterproposal to at the Proposed Financing (price and upon the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation terms set forth in Section 3 abovesuch bona fide offer. In the event the Company elects to purchase all the shares, unless such right it shall give written notice to the Purchaser of participation is otherwise waived by its election and settlement for said shares shall be made as provided below in paragraph (c). (c) In the Major Investors. The event the Company elects to acquire any of the Shares as specified in Purchaser's notice, the Company shall so notify Purchaser and BASIC settlement thereof shall have be made in cash within ten (10) business days following after the Company’s receipt Company receives Purchaser's notice; provided that if the terms of payment set forth in Purchaser's notice were other than cash against delivery, the Financing Counterproposal (the “Negotiation Period”) to mutually agree Company shall pay for said shares on the final same terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms conditions set forth in Purchaser's notice. (the “BASIC Term Sheet”). d) In the event BASIC the Company does not deliver elect to acquire all of the shares specified in Purchaser's notice, Purchaser may, within the sixty-day period following the expiration of the option rights granted to the Company herein, sell elsewhere the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Period, the Company may proceed with the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASIC.shares specified

Right of First Offer. Subject In the event that any Member proposes to Section 5.2 belowTransfer all or any of its Units (the “Offered Units”) to any unaffiliated third party in one or more bona fide transactions, the Company then such Member (a “ROFO Seller”) shall deliver to Banc each of America Strategic Investments Corporation the other Members holding a number of Units equal to or greater than the Board Seat Threshold (each, a “BASICROFO Offeree”) a written notice thereof, specifying the number of Offered Units, the price per Offered Unit, and any other material terms of such Transfer (an “Offer Notice”). • Each ROFO Offeree may elect to purchase, by written notice given to the ROFO Seller at any time during the 10 Business Days following its receipt of the Offer Notice (the “Financing NoticeOffer Period”) at least twenty ), its pro rata share (20) days prior to accepting an offer of a potential financing transaction involving the sale based on its respective ownership of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more Units held by all ROFO Offerees as of the entities listed date of the Offer Notice) of the Offered Units at the price and on Exhibit E the terms specified in the Offer Notice. • Any Offered Units that ROFO Offerees do not elect to purchase will be re-offered pro rata to each ROFO Offeree who elected to purchase Offered Units. • Any remaining Offered Units may be Transferred by the ROFO Seller, at any time during the 75 days following expiration of the Offer Period to any third party on terms (eachincluding a cash purchase price that, an “Enumerated Party”net of commissions or similar expenses, is no lower than the price specified therein) no more favorable in the aggregate to such third party than the terms specified in the Offer Notice. If a buyer is found during the 75-day ROFO window, the transfer to such Buyer will be subject to the tag-along if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate the number of securities no less than Units exceeds the greatest number of 51% threshold for a Tag-Along Sale (as defined below). If during such 75 days the Company’s securities ROFO Seller is not able to sell the remaining Offered Units on such terms, but determines in good faith that such remaining Offered Units may reasonably be expected to be sold to a third party under terms more favorable to such third party than originally proposed in the Offer Notice, the ROFO Seller may deliver a new Offer Notice to the ROFO Offerees with respect to such remaining Offered Units with such terms. Tag-along Rights In the event that any investor (one or group more Members proposes to Transfer to any unaffiliated Person or “group” of affiliated investors) participating in such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt of such Financing Notice unaffiliated Persons (the “Response PeriodTag-Along Buyer”) to deliver to Units that constitute more than 51% of the Company total Units then outstanding (a written notice setting forth BASIC’s good faith“Tag-Along Sale”), comparable, counterproposal to the Proposed Financing such Member (the “Financing CounterproposalSelling Member”), which Financing Counterproposal ) shall be subject provide notice of the Tag-Along Sale to each of the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by other Members (the Major Investors. The Company and BASIC shall have “Tag-Along Offerees”) no later than ten (10) business days following Business Days prior to the Company’s receipt proposed closing of the Financing Counterproposal such Tag-Along Sale (the “Negotiation PeriodTag Along Notice”) ). Each Tag-Along Offeree shall have “tag-along” rights to mutually agree participate, on a pro rata basis (based on its respective ownership of the Units held by all Tag-Along Offerees as of the date of the Tag-Along Notice), in the Tag-Along Sale, on the final same terms, and subject to the same conditions as the Selling Member, with a corresponding reduction (except to the extent the Tag-Along Buyer agrees to purchase additional Units) in the number of Units being sold by the Tag-Along Seller to reflect the number of Units that Tag-Along Offerees elect to sell in the Tag-Along Sale. It shall be a condition precedent to the effectiveness of any Tag-Along Sale that the Tag-Along Buyer concurrently purchase, pursuant to the terms **** Certain information has been omitted and filed separately with hereof, all of the Securities and Exchange Commission. Confidential treatment has been requested Units with respect to which Tag-Along Offerees elect to exercise tag-along rights in connection with such Tag-Along Sale. Drag-along Rights In the omitted portions. event that any one or more Members collectively holding more than 60% of the financing transaction contemplated by outstanding Units proposes to Transfer all of its or their Units, as the Financing Counterproposal and execute a term sheet case may be, to any unaffiliated Person or similar written agreement memorializing their mutual agreement on such terms “group” of unaffiliated Persons (the “BASIC Term SheetDrag-Along Buyer”). In , then such Members (the event BASIC does not deliver “Drag-Along Seller”) shall have the right to cause all of the other Members to Transfer all of their Units to the Company the Financing Counterproposal within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both partiesDrag-Along Buyer, on the final terms same terms, and subject to the same conditions as the Drag-Along Seller. In connection with any such Transfer, each Member shall, if applicable, (i) vote in favor of the financing transaction contemplated by pursuant to which the Financing Counterproposal Transfer is effected, (ii) not exercise any appraisal or similar rights with respect to such transaction and execute (iii) provide customary representations and warranties to the BASIC Term Sheet within Drag-Along Buyer regarding its legal status and authority, and its ownership of the Negotiation PeriodUnits being transferred, and customary (several but not joint) indemnities regarding the Company may proceed same, (iv) participate pro rata in any indemnification of the Drag-Along Buyer with respect to matters other than the Proposed Financing with an Enumerated Partyrepresentations and warranties described in clause (iii), or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are each Member’s liability shall be several and not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASICjoint and several, and without limitation (v) take all other actions reasonably requested in order to consummate such transaction. In no event shall any such Member be required to indemnify or contribute any amount in excess of the foregoing, which shall include economic terms and conditions resulting net cash amount received by such Member in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICany such Transfer.

Right of First Offer. Subject Whenever, during the period up to Section 5.2 belowand including the second anniversary hereof, Xxxxxx or any of its Affiliates desires to sell or transfer any Registrable Securities in a private transaction exempt from registration under the Company Securities Act and applicable "blue sky" laws, such Holder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written give notice ("First Offer Notice") to PCC to the “Financing Notice”) at least twenty (20) days prior to accepting an offer of a potential financing transaction involving foregoing effect specifying the sale of the Company’s securities for capital raising purposes ( “Proposed Financing”) with one or more of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than shares of Registrable Securities that the greatest number of Holder desires to sell or transfer ("First Offer Shares") and the Company’s securities to be sold to any investor desired sale price therefor (or group of affiliated investors) participating in such Proposed Financing"First Offer Sale Price"). The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) Within 45 days following receipt of such Financing Notice (the “Response Period”) to deliver to the Company a written notice setting forth BASIC’s good faith, comparable, counterproposal to the Proposed Financing (the “Financing Counterproposal”), which Financing Counterproposal shall be subject to the Major Investors’ right of participation set forth in Section 3 above, unless such right of participation is otherwise waived by the Major Investors. The Company and BASIC shall have ten (10) business days following the Company’s after receipt of the Financing Counterproposal First Offer Notice by PCC ("First Offer Acceptance Period"), PCC shall have the “Negotiation Period”) right to mutually agree on purchase the final terms **** Certain information has been omitted and filed separately with First Offer Shares for the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”)First Offer Sale Price. In the event BASIC that PCC does not deliver timely respond to the Company offer or does not agree to purchase the Financing Counterproposal within First Offer Shares at the Response Period or First Offer Sale Price during the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation First Offer Acceptance Period, the Company may proceed with transferring Holder may, during the Proposed Financing with an Enumerated Party120 day period following the expiration of the First Offer Acceptance Period, sell or one transfer all (but not less than all) of its affiliatesthe First Offer Shares at a price equal to or greater than the First Offer Sale Price; provided that no transferee of the First Offer Shares shall be entitled to any rights thereunder, on unless and until the terms set forth transferring Holder shall have (i) informed PCC in writing of the Financing Notice; providedidentity of the transferee, the number of shares of Registrable Securities transferred, and the price paid by the transferee therefor, (ii) certified that such terms are not materially adverse to the Company as compared to those set forth transfer has been made in the BASIC Term Sheet proposed to be executed by BASICcompliance with this Agreement, and without limitation (iii) provided to PCC an opinion of counsel satisfactory to PCC that registration of such Registrable Securities under the Securities Act and applicable "blue sky" laws is not required in connection with such transfer. This Section 5.1 shall not apply to transfers to Persons who are Xxxxxx shareholders as of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation date hereof or to Subsidiaries of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICXxxxxx.

Right of First Offer. Subject If, at any time during the term of this Agreement, if any Stockholder (other than TB) proposes to Transfer (other than Transfers pursuant to Section 5.2 below3(d), Section 5 or a Public Sale) all or a portion of any Shares held by such Stockholder (the “Transferring Stockholder”), the Company and each Qualified Holder shall have a right of first offer over such shares in accordance with the following provisions: (i) At least thirty (30) days prior to Transferring any Shares, the Transferring Stockholder shall deliver to Banc of America Strategic Investments Corporation (“BASIC”) a written notice (the “Financing Offer Notice”) to the Company and each of the Qualified Holders specifying the proposed number and class of Shares to be transferred and setting forth in reasonable detail the proposed terms and conditions of such Transfer, including the identity of the Person to which such Shares are proposed to be Transferred (the “Proposed Transferee”) and the price per Share. (ii) The Company may elect to purchase up to 100% of the Shares specified in the Offer Notice at least the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Qualified Holders as soon as practical but in any event within twenty (20) days prior to accepting an offer of a potential financing transaction involving after the sale delivery of the Company’s securities for capital raising purposes ( “Proposed Financing”Offer Notice. (iii) with one or more If the Company has not elected to purchase all of the entities listed on Exhibit E (each, an “Enumerated Party”) if such Proposed Financing contemplates an Enumerated Party and/or one of its controlled affiliates purchasing an aggregate number of securities no less than the greatest number of the Company’s securities Shares proposed to be sold to any investor (or group of affiliated investors) participating transferred in the Offer Notice within such Proposed Financing. The Financing Notice shall include a summary of the material terms of the offer presented by such Enumerated Party. BASIC shall have twenty (20) days following receipt day period, the Qualified Holders may elect to purchase all (but not less than all) of such Financing Notice Shares not purchased by the Company (the “Response Remaining Shares”) at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within thirty (30) days after delivery of the Offer Notice (such thirty (30) day period, the “ROFO Election Period”). If the Qualified Holders have, in the aggregate, elected to purchase more than the number of the Remaining Shares, the Remaining Shares shall be allocated among the Qualified Holders electing to purchase the Remaining Shares according to each such Qualified Holder’s Pro Rata Share. (iv) If the Company and/or any Qualified Holders have elected to deliver purchase all of the offered Shares from the Transferring Stockholder, the Transfer of such Shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days after the expiration of the ROFO Election Period. If the Company and the Qualified Holders have not elected to purchase all of the Shares being offered, the Transferring Stockholder shall not be obligated to Transfer any of the Shares so offered to the Company a written notice setting forth BASIC’s good faithor the Qualified Holders, comparableand may, counterproposal at its option, Transfer to the Proposed Financing Transferee 100% (but not less than 100%) of the offered Shares on terms not more favorable to the Proposed Transferee than as set forth in the Offer Notice, within sixty (60) days after the expiration of the ROFO Election Period (the “Financing CounterproposalAuthorized Sale Period”), which Financing Counterproposal . Any such Transfer shall be subject to the Major Investors’ right provisions of participation set forth in Section 3 above, unless such right of participation is otherwise waived by 3(c) below. If the Major Investors. The Company and BASIC shall have ten (10) business days following Transferring Stockholder does not Transfer the Company’s receipt of the Financing Counterproposal (the “Negotiation Period”) to mutually agree on the final terms **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect offered Shares to the omitted portions. of the financing transaction contemplated by the Financing Counterproposal and execute a term sheet or similar written agreement memorializing their mutual agreement on such terms (the “BASIC Term Sheet”). In the event BASIC does not deliver to the Company the Financing Counterproposal Proposed Transferee within the Response Period or the Company and BASIC are unable to mutually agree, after good faith negotiations by both parties, on the final terms of the financing transaction contemplated by the Financing Counterproposal and execute the BASIC Term Sheet within the Negotiation Authorized Sale Period, the Company may proceed with terms of this Section 3(b) shall again become applicable to any Transfer of Shares by the Proposed Financing with an Enumerated Party, or one of its affiliates, on the terms set forth in the Financing Notice; provided, that such terms are not materially adverse to the Company as compared to those set forth in the BASIC Term Sheet proposed to be executed by BASIC, and without limitation of the foregoing, which shall include economic terms and conditions resulting in an aggregate valuation of the Company’s outstanding capital stock that is not less favorable to the stockholders of the Company than the valuation set forth in the BASIC Term Sheet proposed to be executed by BASICTransferring Stockholder.