Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. (a) Each Member hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants The Shares acquired pursuant to the other Members a right exercise of first refusal on any proposed transfer this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to a non-Member (other than a transfer to an Affiliatecompliance with the provisions of Section 6(b) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units hereof. Prior to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)intended sale, then such holder (the “Selling Holder”) Optionee shall promptly first give written notice (a the “Disposition Offer Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the prospective acquiror proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Proposed TransfereeOffered Shares”), (iv) the Units subject price for which he or she proposes to sell the Acquisition Proposal Offered Shares, and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”v) and all other material terms and conditions of the Acquisition Proposal that are then known proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the other MembersOptionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. To Within 15 days after delivery of the extent Acceptance Notice to the Proposed Transferee’s offer consists Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion price of the Sale Units within 60 days Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of its receipt of a certificate or certificates representing the Disposition Notice (Offered Shares to be purchased, duly endorsed for transfer to the “ROFR Acceptance Deadline”Company or such nominee(s), as the case may be. Failure to provide such notice within such 30-day period Payment shall be deemed to constitute a decision not to purchase made on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period same terms as set forth in this Section 2.11(bthe Offer Notice or, at the election of the Company or its nominees(s), it by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be deemed entitled to have waived its rights with respect to such proposed disposition sell the balance of the Sale Units, but not with respect Offered Shares to any future offer of Units. (cthe purchaser(s) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for named in the Offer Price (unless such Member Notice at the price specified in the Offer Notice or at a higher price and on the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) terms and conditions set forth in the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsOffer Notice; provided, however, that such delay shall not exceed 90 sale or other transfer must be consummated within 60 days and, if governmental approvals from the date of the Offer Notice and waiting periods shall not have been obtained any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or expired, as any portion of the case may be, by Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such 90th day, then transfer being subject to the Members shall be deemed to have waived their right of first refusal with respect set forth in this Section 7, provided that the Shares so transferred shall remain subject to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any conditions of this Agreement and no further obligation under this Section 2.11 with respect to transfer of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall Shares may be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice made without complying again with the provisions of this Section 2.11 if 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the extent then applicableterms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. Without limitation to any other provision contained herein (a) Each including SECTION 8.1 above), in the event that any Member hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) Transfer any of its Units to such Member's Membership Interests (or any non-beneficial interests therein) in a Third Party Sale, such Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) first shall promptly give written notice (a “Disposition Notice”) thereof of his intention to do so, via certified mail, to the other MembersLLC. The Disposition Notice notice of intention shall set forth constitute an irrevocable offer by such Member to sell to the following information in respect LLC (an "OFFER TO SELL") the Offered Interests (as defined below). The Offer to Sell from such Member ("OFFERING MEMBER") must name the proposed transferee and specify the portion of such Membership Interests proposed to be so transferred ("OFFERED INTERESTS"), the price, and the terms of payment and all other terms of the proposed transfer: transaction. Any such Transfer not made in accordance with this SECTION 8.6 shall be null and void and the name and address LLC shall not be obligated to treat the transferee in such transaction as a Member of record or for any other purpose. Within thirty (30) days following receipt of the prospective acquiror Offer to Sell by the LLC (the “Proposed Transferee”"LLC OPTION PERIOD"), the Units subject LLC shall have the right to purchase some or all of the Acquisition Proposal (Offered Interests at the “Sale Units”), price and upon the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions set forth in such Offer to Sell. The option may be exercised by a written election signed by the Manager provided that such exercise complies with the provisions of the Acquisition Proposal that Act, and such other pertinent governmental restrictions as are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (now or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Unitsmay hereafter become effective. If any Member the LLC fails to exercise its right of first refusal during as to any applicable period of the Offered Interests, the LLC shall give written notice thereof immediately after the expiration of the LLC Option Period to the Members (other than any Member who may be so proposing to transfer Offered Interests), who for thirty (30) days following receipt of such notice (the "MEMBERS OPTION PERIOD") will have the option to purchase at the price and upon the terms and conditions set forth in this Section 2.11(b)such Offer to Sell, it shall be deemed the remaining Offered Interests, pro rata in proportion to have waived its rights with respect to each such proposed disposition of Member's then Percentage Interest in the Sale UnitsLLC vis-a-vis each other; PROVIDED, but FURTHER, that if any such Member elects not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), his/its pro rata portion of such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th dayOffered Interests, then the remaining such Members shall (if any) will be deemed entitled to have waived their right purchase (on the terms and conditions described in this SECTION 8.6) his/its pro rata share of first refusal with respect the Offered Interests not elected to be purchased by the other Members. In the event all of the Offered Interests are not purchased by the LLC, or by the other Members within the Members Option Period, said Offered Interests may be transferred at any time within sixty (60) days thereafter to the Sale Units described proposed transferee in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Third Party Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with upon the terms and conditions set forth in the relevant Offer to Sell; PROVIDED, HOWEVER, that any transferee of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, ownership hereunder and (B) 10 days after the satisfaction of all governmental approval his or filing requirementsher spouse, if any, the Acquisition Proposal shall be deemed first agree by execution of a copy of this Agreement to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with hold such Offered Interests subject to all the provisions of this Section 2.11 if Agreement (such transferee holding such Offered Interests subject to this Agreement to be included in the term Member herein), and to on the extent then applicableterms specified therein, provided that immediately upon such transfer, the proposed transferee executes and becomes bound by this Agreement and any amendments or revisions hereto.

Right of First Refusal. The Members shall have the following right of first refusal: (a) Each If at any time any of the Members (a “Selling Member”) has received and wishes to accept a bona fide offer (the “Offer”) for cash from a third party (the “Offeror”) for all or part of such Selling Member’s Membership Interest (and a proportionate amount of such Selling Member’s Limited Partnership Interest in accordance with Section 9.1(b)), such Selling Member hereby grants shall give Notice thereof (the “First Refusal Notice”) to each of the other Members, other than any Non-Purchasing Members a right (as hereinafter defined), and the Company. The First Refusal Notice shall state the portion of the Selling Member’s Membership Interest and Limited Partnership Interest that the Selling Member wishes to sell (the “Optioned Interest”), the price and all other material terms of the Offer, the name of the Offeror, and certification from the Selling Member affirming that the Offer is bona fide and that the description thereof is true and correct, and that the Offeror has stated that it will purchase the Optioned Interest if the rights of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitsherein described are not exercised. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (Each of the Members other than a transfer to an Affiliatethe Selling Member and any Non-Purchasing Member (the “Non-Selling Members”) any of its Units to any non-Member pursuant to a bona fide third-party offer shall have the right exercisable by Notice (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Acceptance Notice”) thereof given to the other Members. The Disposition Notice shall set forth Selling Member and the following information in respect of the proposed transfer: the name and address of the prospective acquiror Company within twenty (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”20) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its after receipt of the Disposition Notice (First Refusal Notice, to agree that it will purchase up to 100% of the “ROFR Acceptance Deadline”). Failure Optioned Interest on the terms set forth in the First Refusal Notice; provided, however, if the Non-Selling Members in the aggregate desire to provide purchase more than 100% of the Optioned Interest, each such notice within such 30Non-day period shall be deemed to constitute a decision not Selling Member’s right to purchase the Sale UnitsOptioned Interest shall be reduced (pro rata based on the percentage of Optioned Interest for which such Non-Selling Member has exercised its right to purchase hereunder compared to all other Non-Selling Members, but not below such Non-Selling Member’s Membership Interest as a percentage of the aggregate Membership Interests of all Non-Selling Members who have exercised their right to purchase) so that such Non-Selling Members purchase no more than 100% of the Optioned Interest. If any a Non-Selling Member fails to exercise its right of first refusal during any applicable does not submit an Acceptance Notice within the twenty (20) day period set forth in this Section 2.11(b9.8(b), it such Non-Selling Member shall be deemed to have waived its rights with respect rejected the offer to such proposed disposition purchase any portion of the Sale Units, but not with respect to any future offer of UnitsOptioned Interest. (c) If a Member chooses to the Non-Selling Members do not in the aggregate exercise its the right of first refusal to purchase all of the Sale Units under Optioned Interest by the expiration of the twenty (20) day period set forth in Section 2.11(b9.8(b), such Member then any Acceptance Notice shall be void and of no effect, and the Selling Holder Member shall enter into a purchase and be entitled to complete the proposed sale agreement for at any time in the Sale Units which shall include thirty (30) day period commencing on the following terms: date of the First Refusal Notice, but only upon the terms set forth in the First Refusal Notice. If no such sale is completed in such thirty (i30) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Memberday period, the closing date for the purchase provisions hereof shall apply again to any proposed sale of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Optioned Interest. (d) The If any Non-Selling Holder Member exercises the right to purchase the Optioned Interest as provided herein and such Non-Selling Member(s) have elected to purchase all of the exercising Optioned Interest, the purchase of such Optioned Interest shall be completed within the thirty (30) day period commencing on the date of delivery of the First Refusal Notice. If such Non-Selling Member does not consummate the Purchase of such Optioned Interest, (x) the Selling Member shall cooperate in good faith in obtaining be entitled to all necessary governmental expenses of collection and other third party approvals, waivers and consents required for the closing. Any (y) such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members Non-Selling Member shall be deemed to have waived their right of first refusal with respect to a “Non-Purchasing Member” for the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions duration of this Section 2.11 if and to the extent then applicableAgreement.

Right of First Refusal. (a) Each Member hereby grants In the event that any Shareholder proposes to Transfer any Shares, whether such Shares are held now or acquired hereafter by such Shareholder, to any Person other than as permitted pursuant to Section 3.03 hereof, the other Members Company or its assignee and the non-transferring Shareholders shall have a right of first refusal on any the terms described below to purchase the Shares proposed transfer to be Transferred (the “Subject Shares”). Each transferring Shareholder agrees to enter into a non-Member (binding term sheet or other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)binding agreement in principle with the proposed transferee on the material terms of the proposed Transfer, then and promptly thereafter such holder (the “Selling Holder”) transferring Shareholder shall promptly give written notice (a the “Disposition Transfer Notice”) thereof to the other Members. The Disposition Notice shall set forth Company or its assignee and each of the following information in respect non-transferring Shareholders of the proposed transfer: Transfer. The Transfer Notice shall describe in reasonable detail the material terms of the proposed Transfer, including, without limitation, the number and type of Subject Shares, the proposed transfer price and consideration to be paid, and the name and address of the prospective acquiror proposed transferee. (b) The Company or its assignee shall have sixty (60) business days following the ROFR Trigger Date (as defined below) (the “Proposed TransfereeCompany Exercise Period”), ) to agree to purchase all of the Units subject Subject Shares at the price and upon the terms specified in Section 3.02(e) below by giving written notice to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice transferring Shareholder of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not intent to purchase the Sale UnitsSubject Shares. If Notwithstanding the foregoing, the Company or its assignee may purchase less than all of the Subject Shares if any Member fails to of the non-transferring Shareholders exercise its right to purchase under Section 3.02(c) below, such that, in the aggregate, all of the Subject Shares will be purchased by the Company or its assignee and the non-transferring Shareholders exercising their collective rights of first refusal during any applicable period set forth in this Section 2.11(b)refusal. As used herein, it “ROFR Trigger Date” shall be deemed to have waived its rights with respect to such proposed disposition mean the date of delivery of the Sale Units, but not with respect to any future offer of UnitsTransfer Notice. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby The Company grants to the other Members a Representative the right of first refusal on any proposed transfer (“Right of First Refusal”) to a nonact as lead or joint investment banker, lead or joint book-Member runner and/or lead or joint placement agent, for each and every future public and private equity and debt offering, including but not limited to (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliatei) any equity, equity-linked, debt or mezzanine financing or other investment in the Company (including a secondary sale or offering by security holders effected with the Company’s assistance);(ii) any tender offer or exchange offer for, debt, convertible debt securities; (iii) any merger, consolidation, sale, transfer or other disposition of its Units to any non-Member pursuant to all or a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt Company’s stocks or asset; (iv) restructuring transactions including, extraordinary dividend, stock repurchase, spin-off, etc. (each, a “Subject Transaction”) which is operated by the Company or any successor to, or any subsidiary of the Disposition Notice Company, for a period of twelve (12) months following the Closing of the Offering (but no longer than three years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(6)) (the “ROFR Acceptance DeadlinePeriod”); provided however, that the Right of First Refusal shall be contingent upon the written agreement with Representative to participate in any Subject Transaction upon the terms and conditions which are set forth in a bona fide offer received by the Company from a third party (“Bona Fide Offer”) for transactions of similar size and nature. At any time within five (5) days after receipt of written notification of a Bona Fide Offer, the Representative may, by giving written notice to the Company, elect to exercise its Right of First Refusal. Failure by Representative to provide such notice to Company within such 30-day five (5)-day period shall will be deemed to constitute a decision an election not to purchase the Sale Units. If any Member fails to exercise its Right of First Refusal. In the event Representative declines to exercise its Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services. Representative’s failure to exercise its Right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not First Refusal with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase particular Subject Transaction does not constitute the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member waiver of its intention preferential right relative to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of future Subject Transaction during the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicablePeriod.

Right of First Refusal. (a) Each Member hereby grants The Shares acquired pursuant to the other Members a right exercise of first refusal on any proposed transfer this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to a non-Member (other than a transfer to an Affiliatecompliance with the provisions of Section 6(b) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units hereof. Prior to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)intended sale, then such holder (the “Selling Holder”) Optionee shall promptly first give written notice (a the “Disposition Offer Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the prospective acquiror proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Proposed TransfereeOffered Shares”), (iv) the Units subject price for which he or she proposes to sell the Acquisition Proposal Offered Shares, and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”v) and all other material terms and conditions of the Acquisition Proposal that are then known proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the other MembersOptionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. To Within fifteen (15) days after delivery of the extent Acceptance Notice to the Proposed Transferee’s offer consists Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion price of the Sale Units within 60 days Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of its receipt of a certificate or certificates representing the Disposition Notice (Offered Shares to be purchased, duly endorsed for transfer to the “ROFR Acceptance Deadline”Company or such nominee(s), as the case may be. Failure to provide such notice within such 30-day period Payment shall be deemed to constitute a decision not to purchase made on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period same terms as set forth in this Section 2.11(bthe Offer Notice or, at the election of the Company or its nominees(s), it by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be deemed entitled to have waived its rights with respect to such proposed disposition sell the balance of the Sale Units, but not with respect Offered Shares to any future offer of Units. (cthe purchaser(s) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for named in the Offer Price (unless such Member Notice at the price specified in the Offer Notice or at a higher price and on the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) terms and conditions set forth in the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsOffer Notice; provided, however, that such delay shall not exceed 90 sale or other transfer must be consummated within sixty (60) days and, if governmental approvals from the date of the Offer Notice and waiting periods shall not have been obtained any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or expired, as any portion of the case may be, by Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such 90th day, then transfer being subject to the Members shall be deemed to have waived their right of first refusal with respect set forth in this Section 7, provided that the Shares so transferred shall remain subject to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any conditions of this Option Agreement and no further obligation under this Section 2.11 with respect to transfer of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall Shares may be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice made without complying again with the provisions of this Section 2.11 if 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the extent then applicableterms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. (a) Each Member hereby grants Subject to the other Members subsection (d) hereof, any Shares acquired pursuant to Article I hereof shall be subject to a right of first refusal on in favor of the Company with respect to any proposed transfer to a non-Member sale by the Purchaser or any subsequent holder (other than a transfer to an Affiliatethe "Holder") of Common Unitsthe Shares. If the Holder receives and intends to accept an offer to sell or transfer such Shares, Series A Special Units the Holder shall deliver written notice (the "Proposed Sale Notice") by certified mail, return receipt requested to the Secretary of the Company, at its principal executive office. The Proposed Sale Notice shall state that the Holder intends to sell such Shares and the name of the proposed purchaser (the "Proposed Purchaser") and shall state the number of Shares, the price per Share and the terms and conditions for the payment of such price (the "Terms of Sale"). The foregoing right of first refusal shall not apply to any gift (or Series B Special Unitstransfer without consideration) of any Shares to any Permitted Transferee (as such term is defined in the Orion Power Holdings, Inc., 1998 Stock Incentive Plan, as amended from time to time (the "Plan")), so long as such Permitted Transferee agrees in writing, in such form reasonably acceptable to the Company, that such Shares shall continue to be subject to the same conditions, restrictions and covenants in effect immediately prior to such gift or transfer. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes The Company shall have thirty (30) days from the date of receipt of the Proposed Sale Notice to transfer (other than a transfer to an Affiliate) any purchase the Shares on the Terms of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other MembersSale. The Disposition Notice Company shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice by giving written notice (the “ROFR Acceptance Deadline”)"Purchase Notice") to the Holder. Failure to provide The Purchase Notice shall set forth a date not more than thirty (30) days after the date of such notice within by which the Holder should deliver the certificate(s) representing such 30-day period shall be deemed Shares to constitute a decision the Company's principal executive office. (c) If the Company elects not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)within thirty (30) days, it shall be deemed to have waived its rights with respect to such proposed disposition the Holder may dispose of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsShares; provided, however, that such delay shall not exceed 90 sale (i) is to the Proposed Purchaser, (ii) on the Terms of Sale, and (iii) occurs within thirty (30) days and, if governmental approvals and waiting periods shall not have been obtained or expired, as after the case may be, by such 90th day, then expiration of the Members shall be deemed to have waived their Company's right of first refusal. (d) The Company's right of first refusal with respect to as provided herein shall expire at the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)time of an Initial Public Offering. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the other Members proposed sale (a right “Third Party Offer”) from a third party that is not an affiliate of first refusal such ROFR Transferor (the “Third Party”), which the ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Offered Shares”) does not accurately reflect the Fair Market Value of such Offered Shares, and the Third Party Offer shall contain a description of all of the consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the Third Party Offer, which shall include the identity of the Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. For the avoidance of doubt, any proposed transfer Shares to be transferred to a non-Member (other than Third Party pursuant to a transfer Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to an Affiliate) any Class B Stockholder upon the exercise of its rights in this Section 5.4 shall not be converted to shares of Class A Common Units, Series A Special Units or Series B Special UnitsStock. (b) If a Common Unit HolderEach Offeree will have 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to the ROFR Transferor of its, Series A Holder his or Series her respective election to purchase the Offered Shares. The ROFR Transferor will notify each Offeree as to the number of Offered Shares that other Class B Holder proposes Stockholders did not elect to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member purchase pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then this Section 5 within two Business Days following such holder election (the “Selling Holder”) shall promptly give written notice (a “Disposition Offeree Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses the Offerees have not elected to exercise its right purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of first refusal such election period to elect to purchase the Sale Units under Section 2.11(b)remaining Offered Shares. If the offer to sell the Offered Shares is oversubscribed at the expiration of any election period, such Member Offered Shares and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Third Party Price (unless such Member and the Selling Holder agree that consideration in respect thereof will be paid by means allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Offered Shares which bears the same ratio to the Sale Units; and (iii) unless Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed by the Selling Holder and among such Memberelecting Offerees, the closing date for the purchase of the Sale Units shall occur provided that no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the Sale Units pursuant to Section 2.11 (b)amount set forth in its election. (d) The Selling Holder Subject to Section 5.4(e) and Section 5.4(f), the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for closing of the closing. Any such closing shall be delayed, sale to the extent required, until the third Business Day following Offerees pursuant to an Offering will be held as soon as practicable after the expiration of any required statutory waiting periods; providedall of the election periods under Section 5.4(c), however, that such delay shall not exceed 90 days and, in any event, no later than (i) 30 days after such expiration, if governmental approvals the value of such Offered Shares is less than $100 million, and waiting periods shall (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not have been obtained certificated, the ROFR Transferor will cause such Shares to be transferred by book-entry transfer or expiredother similar means, as in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the case may be, Third Party Price or allocable portion thereof in cash or by such 90th day, then the Members shall be deemed to have waived their right certified or bank cashier’s check or wire or interbank transfer of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)funds. (e) If The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the transfer closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the Proposed Transferee Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (i) the expiration (or earlier termination) of any applicable waiting period and, if extended, the extended waiting period under the HSR Act, and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Shares, including any required consent or approval of the NBA or NHL. The ROFR Transferor and the purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the Offerees will not consummated be binding on the ROFR Transferor if (x) the Offerees have not elected, as provided in Section 5.4(c), to purchase all of the Offered Shares or (y) the Offerees have not closed on the purchase of all the Offered Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of the Acquisition Proposal within the later of (A) 90 120 days after the later expiration of the ROFR Acceptance Deadline, and (Blast election period in Section 5.4(c) 10 days after the satisfaction of all governmental approval or filing requirementsor, if anylater, the Acquisition Proposal shall be deemed last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to lapsesell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the Selling Holder may not transfer any terms of the Sale Units described in Third Party Offer. If such Offered Shares are not sold prior to the Disposition Notice Expiration Date, all rights to sell such Offered Shares pursuant to such Third Party Offer, without complying again with making another offer to the Offerees pursuant to this Section 5.4, will terminate and the provisions of this Section 2.11 if and 5.4 will continue to apply to any proposed transfer in the extent then applicablefuture.

Right of First Refusal. (a) Each Member hereby grants Without prejudice to the provisions set forth in Clause 4.3, and other Members than in respect of a Transfer pursuant to Clauses 4.4 (Drag-along right for the Shareholders) or 4.5 (Listing of the Shares) any Transfer of Shares (the "Transferring Shares") by any of the Shareholders (the "Transferring Party") shall trigger a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to for the other MembersShareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The Disposition Notice Transferring Party shall set forth in writing notify the following information in respect Board of the proposed transfer: any intended Transfer and its terms and conditions. The notice shall include, without limitation, (i) the name and address of the prospective acquiror proposed transferee, (ii) the “Proposed Transferee”)total number of Transferring Shares, and (iii) the Units subject to consideration and the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of payment contemplated by the Acquisition Proposal that are then known proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale UnitsShareholders. If any Member fails other Shareholder wishes to exercise its right of first refusal during any applicable period set forth in pursuant to this Section 2.11(bClause 4.2, it must so notify the Board and the Transferring Party within 21 days from the receipt of the Sales Notice (the "Sales Notice Period"), it shall be deemed to have waived by a written notice setting forth its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses irrevocable election to exercise its right of first refusal ("Exercise Notice"). The redemption amount to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement be paid for the Sale Units which Transferring Shares shall include be equal to what is defined in the following terms: (i) Sales Notice and be due and payable on the Member will agree to deliver cash for date falling 14 days after the Offer Price (unless such Member and Exercise Notice was sent. If the Selling Holder agree that consideration will be paid by means right of an interest-bearing promissory note); (ii) first refusal is not exercised within the Selling Holder will represent that it has good title to expiration of the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such MemberSales Notice Period, the closing date Transferring Party shall for the purchase a period of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then Sales Notice Period be entitled to transfer the Members shall be deemed to have waived their right number of first refusal with respect to the Sale Units described Transferring Shares set out in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject Sales Notice. Any Transfer of Shares subsequent to this Section 2.11 pursuant to Section 2.11(e). (e) If period may only take place following the transfer to the Proposed Transferee is not consummated issuance of a new Sales Notice in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableClause 4.2.

Right of First Refusal. (ai) Each Member hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units.If: (bA) If an Interest Holder (a Common Unit Holder, Series A Holder or Series B Holder proposes "Transferor") intends to transfer (other than all or any portion of, or any interest or rights in a transfer to an Affiliate) any of its Units to any non-Member pursuant Membership Interest either to a bona fide third-third party offer purchaser or pursuant to an Involuntary Transfer, or, (B) an “Acquisition Proposal”)Interest Holder is a spouse of a Family Member, then and the Interest Holder and such holder Family Member are divorced, the Transferor shall so notify the Company (the “Selling Holder”) shall promptly give written notice (a “Disposition "Transfer Notice”) thereof to the other Members"). The Disposition Transfer Notice shall set forth describe the following information in respect terms upon which the Membership Interest is to be transferred or that the Interest Holder and the Family Member are getting a divorce. The Company shall have the option (the "Company Option") to purchase all of the Membership Interest to be transferred on the terms proposed transfer: by a bona fide third party purchaser. With respect to an Involuntary Transfer or divorce, the name and address Company also shall have the option to purchase all of the prospective acquiror (the “Proposed Transferee”), the Units Membership Interest that is subject to the Acquisition Proposal (Involuntary Transfer or that is owned by the “Sale Units”)Member who is getting divorced, the purchase for a price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide the Membership Interest as determined by an independent appraiser, taking into account adjustments for lack of marketability, lack of control and any other adjustments that may apply (the "Purchase Price"). (ii) The Company Option shall be and remain irrevocable for a period (the "Company Option Period") ending at 11:59 P.M. local time at the Company's principal office on the thirtieth (30th) Day following the date the Transfer Notice is given to the Company. (iii) At any time during the Company Option Period, the Company may elect to exercise the Company Option by giving written notice of its decision regarding election to the Transferor. The Transferor shall not be deemed a Member for the purpose of voting on whether the Company shall elect to exercise the Company Option. (iv) If the Company chooses to exercise the Company Option, the Company's notice of its right of first refusal to purchase its pro rata portion election shall fix a closing date for the purchase, which shall not be earlier than five (5) days after the date of the Sale Units within 60 notice of election or more than thirty (30) days of its receipt after the expiration of the Disposition Notice Company Option Period. (v) If the “ROFR Acceptance Deadline”). Failure Company chooses to provide such notice within such 30-day period exercise the Company Option, the Purchase Price shall be deemed paid, at the Company's election, in cash at closing or in up to constitute a decision not to purchase 48 equal monthly installments with interest at the Sale Unitsapplicable federal rate in effect as of the date of closing. In the latter case, payment will be secured by the Membership Interest purchased. (vi) If any Member the Company fails to exercise its right the Company Option, the other Members will have the option to acquire the Membership Interest in the same proportions as the Units that the acquiring Member owns bears to the total number of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed Units owned by the Members who desire to have waived its rights with respect to such proposed disposition acquire Membership Interest that is the subject of the Sale Unitstransfer, but not with respect to any future offer or in such other proportions as the Members may agree (the"Member Option"). The terms of Unitsthe Member Option will be the same as the terms of the Company Option. (cvii) The Member Option shall be and remain irrevocable for a period (the "Member Option Period") ending at 11:59 P.M. local time at the Company's principal office on the thirtieth (30th) Day following the date the Company Option Period expires. (viii) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree Option, the Purchase Price shall be paid, at the election of the Member, in cash at closing or in up to deliver cash for 48 equal monthly installments with interest at the Offer Price (unless such Member and applicable federal rate in effect as of the Selling Holder agree that consideration date of closing. In the latter case, payment will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed secured by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Membership Interest purchased. (dix) The Selling Holder and If the exercising Members fails to exercise the Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvalsOption, waivers and consents required for the closing. Any such closing Transferor shall be delayed, permitted to offer and sell for a period of ninety (90) days (the extent required, until the third Business Day following "Free Transfer Period") after the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then Member Option Period on the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described terms set forth in the Disposition Notice and thereafter neither notice or at a price not less than the Selling Holder nor Purchase Price. If the Members shall have any further obligation under this Section 2.11 with respect Transferor does not Transfer the Membership Interest within the Free Transfer Period, the Transferor's right to such Sale Units unless such Sale Units again become subject Transfer the Membership Interest pursuant to this Section 2.11 pursuant to Section 2.11(e)shall terminate. (ex) If Any Transfer of the transfer to Transferor Interest made after the Proposed Transferee is not consummated in accordance last day of the Free Transfer Period or without strict compliance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadlineterms, provisions, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions conditions of this Section 2.11 if and to the extent then applicableother terms, provisions, and conditions of this Agreement, shall be null, void and of no force or effect.

Right of First Refusal. (a) Each Member hereby grants Except for a Transfer in accordance with Clauses 5.1, 5.3, 5.4 or 5.8 of this Agreement, if at any time, any Unitholder (the “Offering Unitholder”) desires to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units Transfer all or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any part of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling HolderOffered Units”) shall promptly give written notice to a prospective transferee (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Prospective Transferee”), the Units subject to the Acquisition Proposal other Unitholder (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer PriceNon-Offering Unitholder”) and all other material terms and conditions of shall have the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion the Offered Units upon the terms and subject to the conditions hereinafter provided. Prior to any proposed transfer (a “Proposed Transfer”) of Offered Units, the Offering Unitholder shall deliver to the Non-Offering Unitholder (with a copy to the Company) a written irrevocable bona fide offer to sell the Offered Units to the Non-Offering Unitholder stating the number of Units to be sold, the price and terms thereof (which shall not include any warranties or indemnities (other than capacity and authority) from the transferee) and the identity of the Sale Units within 60 Prospective Transferee (a “Transfer Notice”). (b) The Non-Offering Unitholder shall have a period of thirty (30) days of its after receipt of a Transfer Notice within which to elect to purchase any or all such Offered Units on the Disposition Notice terms offered to the Prospective Transferee in the Transfer Notice, which election shall be made by an irrevocable written notice delivered by the electing Non-Offering Unitholder to the Offering Unitholder (with a copy to the Company and the Non-Offering Unitholder). The last day of such 30-day period is hereinafter referred to as the “ROFR Acceptance DeadlineCut-Off Date”). Failure Any new terms, conditions or price offered by the Offering Unitholder to provide such notice within the Non-Offering Unitholder during such 30-day period shall be deemed to constitute set forth in a decision not new Transfer Notice, which new Transfer Notice shall trigger a new 30-day period as provided above. Any election to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall Offered Units must be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within Transfer Notice then in effect and otherwise must be unconditional (except that such purchase may be subject to the later prior receipt of statutory or regulatory approvals necessary to complete such purchase). The Non-Offering Unitholder that elects to purchase the Offered Units pursuant to this Clause 5.2(b) is hereinafter referred to as an “Electing Offeree.” (Ac) 90 days The consideration for such Offered Units shall be paid in full in cash, or in such other form as may be agreed between the Offering Unitholder and the Electing Offeree. (d) The completion of each such purchase shall take place on the thirtieth (30th) day after the later Cut-Off Date, or if such a day is not a Business Day, then on the next such Business Day (the “Scheduled Completion Date”). The Scheduled Completion Date may be amended upon the mutual agreement of the ROFR Acceptance DeadlineOffering Unitholder and the Electing Offeree, and in any case shall be extended to the extent necessary in order to comply with applicable laws and regulations (Bincluding obtaining any necessary governmental approvals for the Transfer of such Offered Units). On or before the relevant Scheduled Completion Date, the Offering Unitholder shall surrender the certificate or certificates representing the Offered Units to be purchased on such Scheduled Completion Date to the Electing Offeree against payment in full of the consideration for such Offered Units in accordance with the provisions in this Clause 5.2. (e) 10 days after Upon any election of the satisfaction of all governmental approval or filing requirementsright to purchase such Offered Units by the Electing Offeree, the Offering Unitholder and such Electing Offeree shall use their reasonable best efforts to secure any approvals required in connection therewith. (f) Notwithstanding the foregoing, if anythe Non-Offering Unitholder has not exercised its right to purchase all the Offered Units by the end of the Cut-Off Date, then the Acquisition Proposal Non-Offering Unitholder shall be deemed to lapsehave forfeited any right to purchase such Offered Units, and the Selling Holder Offering Unitholder shall be free to sell all, but not less than all, of the Offered Units to the Prospective Transferee substantially on the terms and conditions set forth in the Proposed Transfer Notice not later than the sixtieth (60th) day after the Cut-Off Date. (g) If the Electing Offeree fails to complete the purchase of all of the Offered Units on the Scheduled Completion Date in accordance with the terms of this Agreement and the applicable Transfer Notice and such failure is not remedied within seven (7) days of the Scheduled Completion Date, then the Offering Unitholder may sell all (but not transfer less than all) of the Offered Units to the Prospective Transferee not later than the sixtieth (60th) day after the Scheduled Completion Date. (h) Any sale to a Prospective Transferee pursuant to either Clause 5.2(f) or Clause 5.2(g) shall be on terms and conditions (including, without limitation, the price per Unit) no more favorable to such Prospective Transferee than those set forth in the applicable Transfer Notice received by the Non-Offering Unitholder, and the Offering Unitholder must sell all of the Offered Units and not some only. (i) If all of the Offered Units are not sold to any Person within the 60-day period specified in Clause 5.2(f) or Clause 5.2(g), then the rights of the Non-Offering Unitholder under this Clause 5.2 shall be fully restored and reinstated as if such offer had never been made and the Offering Unitholder must again follow the procedures set forth in this Clause 5.2 prior to the sale of any of the Sale its Units described in the Disposition Notice without complying again with the provisions of to any Person, except for Transfers otherwise permitted by this Section 2.11 if and to the extent then applicableAgreement.

Right of First Refusal. (a) Each Member hereby grants In addition and subject to the restrictions contained in the other Members a right provisions of first refusal on this Article 9, and with respect to any proposed transfer to a non-Member, in the event that any Member (in its capacity as such, a “Transferring Member”) desires to Transfer all or a portion of its Member Interest (“Offered Interest”) other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to Transfers permitted by Section 9.1, and the Transferring Member has received a bona bona-fide third-party arm's length written offer (an “Acquisition Proposal”)to purchase such Offered Interest, then such holder (the “Selling Holder”) Transferring Member shall promptly give deliver written notice (a “Disposition Sale Notice”) thereof to the other MembersMember. The Disposition Sale Notice shall set forth the following information describe in respect of reasonable detail the proposed transfer: offer including the Member Interests to be Transferred, the consideration to be paid, and the name and address of the prospective acquiror proposed purchaser of the Offered Interest (the “Proposed Transferee”). (b) The non-transferring Member shall have the right but not an obligation (such right, the Units subject to the Acquisition Proposal (the a “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer PriceROFR Right”) and to purchase all other material terms and conditions or a part of the Acquisition Proposal that are then known to Offered Interest at the other Members. To same price set forth in the extent Sale Notice from the Proposed Transferee’s offer consists of Transferring Member and, if the price set forth in the Sale Notice references consideration other than cash (or in addition cash, then the non-transferring Member may elect to cash) the Offer Price shall be deemed equal to the amount of any such cash plus pay the fair market value of such consideration in cash if it exercises the ROFR Right. To the extent the non-cash consideration. Each transferring Member will provide written notice desires to exercise the ROFR Right, it shall, within fifteen (15) Business Days of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion receipt of the Sale Units within 60 days Notice, deliver a notice to the Transferring Member setting forth the amount of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not Offered Interest it proposes to purchase on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period terms and conditions set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale UnitsNotice (such notice, but not with respect to any future offer of Unitsthe “Election Notice”). (c) If a In the event that the non-transferring Member chooses delivers an Election Notice, then it shall negotiate in good faith and use commercially reasonable efforts to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash enter into customary definitive documentation for the Offer Price sale of the Offered Interest (unless such Member that contains customary representations and warranties, covenants and indemnities) on the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); terms and conditions set forth in the Election Notice and (ii) consummate the Selling Holder will represent that it has good title sale of the Offered Interest as soon as practicable and, in any event, no more than 45 days after having received notice of the acceptance of the offer, which may be extended to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention extent necessary to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)secure required governmental approvals. (d) The Selling Holder and If the exercising non-transferring Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvalsdoes not deliver an Election Notice, waivers and consents required then, for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration a period of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days andfrom the date the Election Notice was due, if governmental approvals and waiting periods shall not have been obtained or expired, as the case Transferring Member may be, by such 90th day, then Transfer the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer Offered Interest to the Proposed Transferee is set forth in the Sale Notice on terms the same as or no more favorable to the Proposed Transferee than those set forth in the Sale Notice. For the avoidance of doubt, in the event that a Transferring Member does not consummated in accordance with effect the terms Transfer of the Acquisition Proposal Offered Interest within the later of (A) such 90 days after the later of the ROFR Acceptance Deadlineday period, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal then any Transfer shall again be deemed subject to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable9.2.

Right of First Refusal. The Members shall have the following right of first refusal: (a) Each If at any time any of the Members (a "SELLING MEMBER") has received and wishes to accept a bona fide offer (the "OFFER") for cash from a third party (the "OFFEROR") for all of such Selling Member's Membership Interest (and such Selling Member's (or its Affiliate's) Limited Partnership Interest in accordance with Section 9.1(b)), such Selling Member hereby grants shall give Notice thereof (the "FIRST REFUSAL NOTICE") to each of the other Members a right and the Company. The First Refusal Notice shall state the amount of the Selling Member's Membership Interest and the Selling Member's or its Affiliate's Limited Partnership Interest that the Selling Member and its Affiliate, if applicable, wishes to sell (the "OPTIONED INTEREST"), the price and all other material terms of the Offer, the name of the Offeror, and certification from the Selling Member affirming that the Offer is bona fide and that the description thereof is true and correct, and that the Offeror has stated that it will purchase the Optioned Interest if the rights of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitsherein described are not exercised. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (Each of the Members other than a transfer to an Affiliatethe Selling Member (the "NON-SELLING MEMBERS") any of its Units to any non-Member pursuant to a bona fide third-party offer shall have the right exercisable by Notice (an “Acquisition Proposal”), then such holder (the “Selling Holder”"ACCEPTANCE NOTICE") shall promptly give written notice (a “Disposition Notice”) thereof given to the other Members. The Disposition Notice shall set forth Selling Member and the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units Company within 60 20 days of its after receipt of the Disposition Notice (First Refusal Notice, to agree that it will purchase up to 100% of the “ROFR Acceptance Deadline”). Failure Optioned Interest on the terms set forth in the First Refusal Notice; provided, however, if the Non-Selling Members in the aggregate desire to provide purchase more than 100% of the Optioned Interest, each such notice within such 30Non-day period shall be deemed to constitute a decision not Selling Member's right to purchase the Sale UnitsOptioned Interest shall be reduced (pro rata based on the percentage of Optioned Interest for which such Non-Selling Member has exercised its right to purchase hereunder compared to all other Non-Selling Members, but not below such Non-Selling Member's Membership Interest as a percentage of the aggregate Membership Interests of all Non-Selling Members who have exercised their right to purchase) so that such Non-Selling Members purchase no more than 100% of the Optioned Interest. If any a Non-Selling Member fails to exercise its right of first refusal during any applicable does not submit an Acceptance Notice within the 20 day period set forth in this Section 2.11(b9.7(b), it such Non-Selling Member shall be deemed to have waived its rights with respect rejected the offer to such proposed disposition purchase any portion of the Sale Units, but not with respect to any future offer of UnitsOptioned Interest. (c) If a Member chooses to the Non-Selling Members do not in the aggregate exercise its the right of first refusal to purchase all of the Sale Units under Optioned Interest by the expiration of the 20 day period set forth in Section 2.11(b9.7(b), such Member then any Acceptance Notice shall be void and of no effect, and the Selling Holder Member shall enter into a purchase and be entitled to complete the proposed sale agreement for at any time in the Sale Units which shall include 30 day period commencing on the following terms: (i) date of the Member will agree to deliver cash for First Refusal Notice, but only upon the Offer Price (unless terms set forth in the First Refusal Notice. If no such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and sale is completed in such Member30 day period, the closing date for the purchase provisions hereof shall apply again to any proposed sale of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Optioned Interest. (d) The If any Non-Selling Holder Member exercises the right to purchase the Optioned Interest as provided herein and such Non-Selling Member(s) have elected to purchase all of the exercising Optioned Interest, the purchase of such Optioned Interest shall be completed within the 30 day period commencing on the date of delivery of the First Refusal Notice. If such Non-Selling Member does not consummate the Purchase of such Optioned Interest, (x) the Selling Member shall cooperate be entitled to all expenses of collection, (y) the Selling Member shall be entitled to pursue all available legal remedies against the Non-Selling Member, including specific enforcement of the purchase of the Optioned Interest on the terms set forth in good faith in obtaining all necessary governmental the First Refusal Notice and other (z) notwithstanding the specific enforcement remedy, the Selling Member may complete the sale of the Optioned Interest to the third party approvals, waivers and consents required for on the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described terms set forth in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)First Refusal Notice. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Without prejudice to the provisions set forth in Clause 4.3, and other Members than in respect of a Transfer pursuant to Clauses 4.4 (Drag-along right for the Shareholders) or 4.5 (Listing of the Shares) any Transfer of Shares (the "Transferring Shares") by any of the Shareholders (the "Transferring Party") shall trigger a right of first first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to for the other MembersShareholders to purchase the Transferring Shares. If more than one Shareholder wishes to purchase Shares, the Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The Disposition Notice Transferring Party shall set forth in writing notify the following information in respect Board of the proposed transfer: any intended Transfer and its terms and conditions. The notice shall include, without limitation, (i) the name and address of the prospective acquiror proposed transferee, (ii) the “Proposed Transferee”)total number of Transferring Shares, and (iii) the Units subject to consideration and the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of payment contemplated by the Acquisition Proposal that are then known proposed transfer (the "Sales Notice"). The Board shall as soon as practicably possible forward the Sales Notice to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale UnitsShareholders. If any Member fails other Shareholder wishes to exercise its right of first first refusal during any applicable period set forth in pursuant to this Section 2.11(bClause 4.2, it must so notify the Board and the Transferring Party within 21 days from the receipt of the Sales Notice (the "Sales Notice Period"), it shall be deemed to have waived by a written notice setting forth its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses irrevocable election to exercise its right of first first refusal ("Exercise Notice"). The redemption amount to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement be paid for the Sale Units which Transferring Shares shall include be equal to what is defined in the following terms: (i) Sales Notice and be due and payable on the Member will agree to deliver cash for date falling 14 days after the Offer Price (unless such Member and Exercise Notice was sent. If the Selling Holder agree that consideration will be paid by means right of an interest-bearing promissory note); (ii) first refusal is not exercised within the Selling Holder will represent that it has good title to expiration of the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such MemberSales Notice Period, the closing date Transferring Party shall for the purchase a period of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then Sales Notice Period be entitled to transfer the Members shall be deemed to have waived their right number of first refusal with respect to the Sale Units described Transferring Shares set out in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject Sales Notice. Any Transfer of Shares subsequent to this Section 2.11 pursuant to Section 2.11(e). (e) If period may only take place following the transfer to the Proposed Transferee is not consummated issuance of a new Sales Notice in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableClause 4.2.

Right of First Refusal. For a period of fifteen (a15) Each Member hereby grants to months from the other Members closing of a business combination the Company shall give Chardan a right of first refusal on to act as a bookrunner for any proposed transfer and all future offerings of securities, including without limitation public and private equity and debt offerings, during such period by the Company or any successor to a non-Member or any subsidiary of the Company with economics that are equal to or greater than the median economics of the “third bookrunner” in all applicable biotech offerings over the 12 month period immediately preceding the date of commencement of such offering. For purposes of this right of first refusal, the “third bookrunner” shall refer to the underwriter or placement agent, as applicable, with the third largest allocation of securities (or second largest allocation if two other underwriters or placement agents receive the same larger allocation, or largest allocation if three or more underwriters or placement agents receive the same largest allocation). Biotech offerings with less than a transfer three underwriters or placement agents, as applicable (including offerings made directly by the issuer), shall not be included in calculating the median economics applicable to an Affiliatethis right of first refusal. For purposes of this right of first refusal, “biotech offerings” shall refer to any offerings made by any company included in any of the following indices at the time of the commencement of the offering: (i) of Common Unitsthe Nasdaq Biotechnology Index, Series A Special Units or Series B Special Units. and (bii) If a Common Unit Holderthe NYSE Arca Biotechnology Index, Series A Holder or Series B Holder proposes to transfer and (other than a transfer to an Affiliateiii) any of its Units successor index to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)of the foregoing indices. For purposes of clarification, then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall economics set forth above shall represent the following information in respect of minimum economics that shall apply to Chardan and the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal shall pertain to purchase its pro rata portion all offerings of securities by the Company during the applicable time period regardless of the Sale Units within 60 days number of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”)underwriters or placement agents involved. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails The Representative’s failure to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise particular proposal shall not affect its right of first refusal relative to purchase the Sale Units under Section 2.11(bfuture proposals. In accordance with FINRA Rule 5110(g)(6)(A), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to shall not have a duration of more than three years from the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms effective date of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableRegistration Statement.

Right of First Refusal. (a) Each If a Member hereby grants (the “Selling Member”) shall desire to sell all (but not part) of its Membership Interests (which, for purposes of this Section 10.04, shall be deemed to include, in the case of Ashland, the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall give notice (the “Offer Notice”) to the other Members Member, identifying the proposed purchaser from whom it has received a right bona fide offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the Membership Interests being sold) and the other material terms and conditions upon which the Selling Member is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or purchase of first refusal on any proposed transfer to a non-Member property other than such Membership Interests (other than a transfer than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer Notice to an Affiliate) of Common Unitselect, Series A Special Units or Series B Special Unitsby notice to the Selling Member, to purchase the Membership Interests offered for sale on the terms and conditions set forth in the Offer Notice. (b) If a Common Unit HolderMember makes such election, Series A Holder or Series B Holder proposes the notice of election shall state a closing date not later than 60 days after the date of the Offer Notice. If such Member breaches its obligation to transfer purchase the Membership Interests of the Selling Member on the same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than a transfer where such breach is due to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”circumstances beyond such Member’s reasonable control), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)then, the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) all other remedies available, the Offer Price shall be deemed equal Selling Member may, at any time for a period of 270 days after such default, sell such Membership Interests to any person at any price and upon any other terms without further compliance with the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period procedures set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units10.04. (c) If a the other Member chooses to exercise its right of first refusal gives notice within the 30-day period following the Offer Notice from the Selling Member that it elects not to purchase the Sale Units Membership Interests, the Selling Member may, within 120 days after the end of such 30-day period (or 270 days in the case where such parties have received a second request under Section 2.11(bHSR), sell such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Membership Interests to the Sale Units; and identified purchaser (subject to clause (iii) unless otherwise agreed by of Section 10.01(c)) on terms and conditions no less favorable to the Selling Holder Member than the terms and conditions set forth in such MemberOffer Notice. In the event the Selling Member shall desire to offer the Membership Interests for sale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to procedures set forth in this Section 2.11 (b). (d) The Selling Holder 10.04 must again be initiated and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal applied with respect to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)conditions as modified. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the other Members proposed sale (a right “Third Party Offer”) from a third party that is not an affiliate of first refusal such ROFR Transferor (the “Third Party”), which the ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Offered Shares”) does not accurately reflect the Fair Market Value of such Offered Shares, and the Third Party Offer shall contain a description of all of the consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the Third Party Offer, which shall include the identity of the Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. For the avoidance of doubt, any proposed transfer Shares to be transferred to a non-Member (other than Third Party pursuant to a transfer Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to an Affiliate) any Class B Stockholder upon the exercise of its rights in this Section 5.4 shall not be converted to shares of Class A Common Units, Series A Special Units or Series B Special UnitsStock. (b) If a Common Unit HolderEach Offeree will have 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to the ROFR Transferor of its, Series A Holder his or Series her respective election to purchase the Offered Shares. The ROFR Transferor will notify each Offeree as to the number of Offered Shares that other Class B Holder proposes Stockholders did not elect to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member purchase pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then this Section 5 within two Business Days following such holder election (the “Selling Holder”) shall promptly give written notice (a “Disposition Offeree Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses the Offerees have not elected to exercise its right purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of first refusal such election period to elect to purchase the Sale Units under Section 2.11(b)remaining Offered Shares. If the offer to sell the Offered Shares is oversubscribed at the expiration of any election period, such Member Offered Shares and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Third Party Price (unless such Member and the Selling Holder agree that consideration in respect thereof will be paid by means allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Offered Shares which bears the same ratio to the Sale Units; and (iii) unless Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed by the Selling Holder and among such Memberelecting Offerees, the closing date for the purchase of the Sale Units shall occur provided that no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the Sale Units pursuant to Section 2.11 (b)amount set forth in its election. (d) The Selling Holder Subject to Section 5.4(e) and Section 5.4(f), the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for closing of the closing. Any such closing shall be delayed, sale to the extent required, until the third Business Day following Offerees pursuant to an Offering will be held as soon as practicable after the expiration of any required statutory waiting periods; providedall of the election periods under Section 5.4(c), however, that such delay shall not exceed 90 days and, in any event, no later than (i) 30 days after such expiration, if governmental approvals the value of such Offered Shares is less than $100 million, and waiting periods shall (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not have been obtained certificated, the ROFR Transferor will cause such Shares to be transferred by book entry transfer or expiredother similar means, as in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the case may be, Third Party Price or allocable portion thereof in cash or by such 90th day, then the Members shall be deemed to have waived their right certified or bank cashier’s check or wire or interbank transfer of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)funds. (e) If The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the transfer closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the Proposed Transferee Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (i) the expiration (or earlier termination) of any applicable waiting period and, if extended, the extended waiting period under the HSR Act, and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Shares. The ROFR Transferor and the purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the Offerees will not consummated be binding on the ROFR Transferor if (x) the Offerees have not elected, as provided in Section 5.4(c), to purchase all of the Offered Shares or (y) the Offerees have not closed on the purchase of all the Offered Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of the Acquisition Proposal within the later of (A) 90 120 days after the later expiration of the ROFR Acceptance Deadline, and (Blast election period in Section 5.4(c) 10 days after the satisfaction of all governmental approval or filing requirementsor, if anylater, the Acquisition Proposal shall be deemed last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to lapsesell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the Selling Holder may not transfer any terms of the Sale Units described in Third Party Offer. If such Offered Shares are not sold prior to the Disposition Notice Expiration Date, all rights to sell such Offered Shares pursuant to such Third Party Offer, without complying again with making another offer to the Offerees pursuant to this Section 5.4, will terminate and the provisions of this Section 2.11 if and 5.4 will continue to apply to any proposed transfer in the extent then applicablefuture.

Right of First Refusal. (a) Each Member hereby grants At any time following the Lock-Up Period, and except as provided in Section 5.3, a Party may Transfer all, but not less than all, of its Shares provided that the provisions of this Section 5.4 and Section 5.5 have been complied with. The Transferring Party shall send written notice (the “Transfer Notice”) to the other Members a right of first refusal on any proposed transfer to a non-Member Party, which notice shall state (other than a transfer to an Affiliatei) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror proposed Transferee, (ii) the number of all the Shares proposed to be transferred (the “Proposed TransfereeOffered Interest”), (iii) the Units subject to amount and form of the Acquisition Proposal proposed consideration for the Transfer and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”iv) and all any other material terms and conditions of the Acquisition Proposal that are then known to proposed Transfer. In the other Members. To event the extent proposed consideration for the Proposed Transferee’s offer consists of Transfer includes consideration other than cash (or in addition to cash) , the Offer Price Transfer Notice shall be deemed equal to the amount include a calculation of any such cash plus the fair market value of such non-consideration and an explanation of the basis for such calculation, further provided that the other Party shall be entitled at any time after receipt of the Transfer Notice to serve notice on the Transferring Party requiring a valuation of such consideration by an auditor who is independent from each Party, is not the Auditor (as defined in Section 10.2 below), is one of the major international accounting firms and is capable of performing accounting work meeting both PRC domestic accounting standards and international standards (the “Independent Auditor”), at the cost of the Transferring Party. If the aggregate fair market value as so determined by the Independent Auditor falls short of the amount stated in the Transfer Notice, the shortfall must be covered in cash considerationand the Transfer Notice shall be amended accordingly. Each Member will provide The total value of the consideration for the proposed Transfer is referred to as the “Offer Price.” For a period of 30 days after delivery of the Transfer Notice or after completion of the valuation of consideration by the Independent Auditor (which date shall be no more than 30 days after the date on which the other Party has served notice on the Transferring Party requiring a valuation) in the event the proposed consideration for the Transfer includes consideration other than cash (the “Offer Period”), the other Party shall have the right, exercisable by delivery of an Acceptance Notice (as defined below), to purchase all, but not less than all, of the Offered Interests for cash at a purchase price equal to the Offer Price and upon the other terms and conditions set forth in the Transfer Notice. The right to purchase the Offered Interest shall be exercisable by delivering written notice of its decision regarding exercise (an “Acceptance Notice”) within the exercise of its right of first refusal Offer Period to the Transferring Party. An Acceptance Notice shall be irrevocable and shall constitute a binding agreement by the other Party to purchase its pro rata portion the Offered Interest. The failure of the Sale Units other Party to give an Acceptance Notice within the Offer Period shall be deemed to be a waiver of such purchase right. Unless the other Party elects to purchase the entire Offered Interest as provided above, the Transferring Party may Transfer the Offered Interest to the Transferee identified in the Transfer Notice on the terms and conditions set forth in the Transfer Notice; provided that (1) the price for the sale to the Transferee is a price not less than the Offer Price and the sale is otherwise on terms and conditions no less favorable to the Transferring Party than those set forth in the Transfer Notice and (2) the Transfer is made within 60 days of its receipt after the end of the Disposition Notice (Offer Period or such other time period as the “ROFR Acceptance Deadline”)Parties may mutually agree. Failure to provide If such notice a Transfer does not occur within such 30-time period referred to in Clause (2) for any reason, the restrictions provided for herein shall again become effective, and no Transfer may be made by the Transferring Party thereafter without again making an offer to the other Party in accordance with this Section 5.4. (b) The closing of any purchase of Offered Interest shall be held at the principal office of the Company at 11:00 a.m. local time on the 60th day after the end of the Offer Period or at such other time and place as the parties to the transaction may agree. The said 60 day period shall be deemed extended for an additional period of up to constitute a decision not 30 days if necessary to obtain any regulatory approvals required for such purchase and payment. At such closing, the Sale UnitsTransferring Party shall deliver certificates representing the Offered Interest, accompanied by duly executed instruments of transfer and the Transferring Party’s portion of the requisite transfer taxes, if any. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it Such Offered Interest shall be deemed free and clear of any Encumbrance (other than Encumbrances arising hereunder or attributable to have waived its rights with respect to such proposed disposition of actions by the Sale Units, but not with respect to any future offer of Units. (cother Party) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder Transferring Party shall enter into a purchase so represent and sale agreement for the Sale Units which warrant and shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member further represent and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent warrant that it has good title to is the Sale Units; and beneficial and record owner of such Offered Interest. The other Party or the Transferee (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by ) shall deliver at such 90th day, then closing (or on such later date or dates as may be provided in the Members shall be deemed to have waived their right of first refusal Transfer Notice with respect to payment of consideration by the Sale Units described proposed Transferee) payment in full of the Disposition Notice Offer Price by wire transfer of immediately available funds, or duly executed instruments of transfer and thereafter neither all other documents required in connection with such transfer, and take all actions necessary for the Selling Holder nor transfer of rights, title and ownership of the Members non-cash consideration (as the case may be). At such closing, all of the parties to the transaction shall have execute such additional documents as may be necessary or appropriate to effect the sale of the Offered Interest. Any stamp duty or transfer taxes or fees payable on the transfer of any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(eOffered Interest shall be borne and paid equally by the Transferring Party and the other Party or the Transferee (as the case may be). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Following the expiration of the Restricted Period, but subject to Section 10.1(d), in the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to event that CHS has received a bona fide third-party cash offer in writing to purchase all or a Transferrable Portion of the Membership Interests of CHS from a Person that is not a Competitor, before CHS may Transfer such Membership Interests, CHS must first comply with the requirements of this Section 10.4 and other applicable provisions of this Article X. (an “Acquisition Proposal”)i) CHS, then if it plans to accept such holder offer, shall give written notice (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set Company and CFS, setting forth the following information in respect material terms and price of the proposed transfer: offer to purchase (which shall be required to be paid in cash) and the name and address of the prospective acquiror Person or Persons making the offer and to whom the Membership Interests are to be sold, and in said notice CHS shall irrevocably offer to sell and transfer to CFS all of the Membership Interests it proposes to sell to such Person (the “Proposed TransfereeOffered Interests”) (which, for the avoidance of doubt, shall not be less than a Transferrable Portion) on the terms and at a price equal to the price specified in the Selling Notice plus one percent (1%) (the “Selling Offer”). The preferential right to purchase shall commence upon the date of delivery of the Selling Notice by CHS and shall remain outstanding and be exercisable by CFS for a period of thirty (30) days thereafter. (ii) Upon receipt of the Selling Notice, CFS shall have the irrevocable right to accept the Selling Offer as to all, but not less than all, of the Offered Interests at the price in cash and on the other terms specified in the Selling Notice. The rights of CFS pursuant to this Section 10.4(a) shall be exercisable by delivery of notice to CHS (the “Notice of Exercise”), within the Units subject to the Acquisition Proposal thirty (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or 30)-day exercise period stated in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”Section 10.4(a)(i). Failure to provide such notice within such 30-day period The Notice of Exercise shall be deemed to constitute a decision not state that CFS is willing to purchase the Sale UnitsOffered Interests from CHS under the Selling Offer. If any Member fails The rights of CFS pursuant to exercise this Section 10.4(a) shall terminate if unexercised within thirty (30) days after the date of delivery of the Selling Notice). (iii) In the event that CFS exercises its right to purchase all of first refusal during any applicable period set forth the Offered Interests in accordance with this Section 2.11(b10.4(a), it then CHS must sell such Offered Interests to CFS (or an Affiliate of CFS designated in writing by CFS) pursuant to the terms of the Selling Notice. (iv) For purposes of this Section 10.4(a), in the event that CFS has failed to deliver the Notice of Exercise hereunder within the specified time period, CFS shall be deemed to have waived its rights with respect thereto on the day immediately following the last day of such period. (b) If (i) all notices required to such proposed disposition be given pursuant to Section 10.4(a) have been duly given and (ii) CFS elects not to purchase the Offered Interests pursuant to this Section 10.4 or waives its right to do so, then CHS shall have the right for a period of one hundred eighty (180) days from the date of the Sale Units, but not expiration of the option period pursuant to Section 10.4(a)(i) with respect to such Selling Offer to sell to the Person(s) identified in the Selling Notice all of the Offered Interests at the price and on the other terms specified in the Selling Notice. In the event that no sale pursuant to the terms of the Selling Offer is consummated within such one hundred eighty (180- day period, then any future offer proposed sale of Unitsthe Membership Interests by CHS shall again be subject to Section 10.4). (c) If a Member chooses to exercise its right The consummation of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a any purchase and sale agreement for pursuant to this Section 10.4 to CFS shall take place on such date, not later than one hundred (180) days after the Sale Units which expiration of the option period pursuant to Section 10.4(a) with respect to such option, as CFS shall include select. Upon the following terms: consummation of any such purchase and sale, CHS shall assign to CFS (ior its designated Affiliate) the Member will agree to deliver cash for the Offer Price (unless such Member good and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good valid title to the Sale Units; and Offered Interests free and clear of all Liens, other than Liens imposed by this Agreement and federal and state securities Laws (iii) unless otherwise agreed by but with no other representations, warranties, indemnities, or undertakings other than customary representations relating to due authorization, execution, delivery, and enforceability and receipt of all required consents), and shall execute and deliver such documents as may be necessary or appropriate to effect and evidence the Selling Holder and such Member, the closing date for the purchase transfer of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Offered Interests. (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, Prior to the extent required, until the third Business Day following the expiration consummation of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject sale pursuant to this Section 2.11 pursuant 10.4, the Transferee shall execute and deliver to the Company and the Members any documents required by Section 2.11(e10.1(d)(viii) but shall otherwise be required to comply with Section 10.1(d). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each If at any time a Member hereby grants (the "Selling Member") receives a bona fide offer in writing from any Person who is not a Member (a "Bona Fide Offer") which the Selling Member desires to accept, to purchase any or all of the Membership Units owned by the Selling Member (the "Offered Units"), then the Selling Member shall give the non-transferring Members (the "Offeree Members") (i) written notice (the "Selling Member Notice") of the name and address of the Person who made the Bona Fide Offer (the "Proposed Acquiror") and (ii) a copy of the Bona Fide Offer, containing all of the material terms and conditions thereof. Subject to the other Members a provisions of this Section 8.3, each Offeree Member shall have the irrevocable right of first refusal on any proposed transfer for a period of thirty (30) days after its receipt of the Selling Member Notice (the "Acceptance Period") to purchase a non-portion of the Offered Units in the proportion that the Ownership Percentage of such Member (other than a transfer bears to an Affiliate) the Ownership Percentages of Common Units, Series A Special Units or Series B Special all the Offeree Members electing to so purchase the Offered Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-An Offeree Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the may exercise of its right of first refusal by notifying the Company and each Offeree Member in writing (the "Acceptance Notice") within the Acceptance Period of its intention to purchase all or any portion of its pro rata portion of the Sale Units within 60 days Offered Interest, for the price and upon the terms and conditions of the Bona Fide Offer. If any Offeree Member (a "Declining Member") declines to purchase all or any part of its receipt pro rata portion of the Disposition Notice (Offered Units, the “ROFR Acceptance Deadline”)non-Declining Members may purchase the declined Offered Units on a pro rata basis. Failure to provide such notice within such 30-day period deliver an Acceptance Notice shall be deemed conclusive evidence of an Offeree Member's intent to constitute a decision not decline the opportunity to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Offered Units. (c) If a Member chooses to exercise its right The closing of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units Offered Interest by the Offeree Members shall occur be consummated no later than 60 sixty (60) days following receipt after the date of the Selling Member Notice. At the closing, the Selling Member shall sell to the Offeree Members full right, title and interest in and to the Offered Units, free and clear of all liens, claims and encumbrances (other than those created pursuant to this Agreement) and shall deliver or cause to be delivered to the Offeree Members the certificate(s), if any, representing the Membership Units purchased by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Offeree Members. (d) The In the event the Offeree Members in the aggregate have not agreed to purchase all of the Offered Units, the Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required have the right for a period of eighty (80) days after the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration date of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect Member Notice to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer sell to the Proposed Transferee is Acquiror, all, but not consummated less than all, of the Offered Units, at a price and upon terms and conditions specified in the Selling Member notice. In the event the Selling Member (i) proposes to sell the Offered Units other than in accordance with the terms preceding sentence or (ii) does not sell all of the Acquisition Proposal Offered Units to the Proposed Acquiror within the later such 80-day period, then, in each such case, prior to any Transfer of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if anysuch Offered Units, the Acquisition Proposal Selling Member shall be deemed required to lapse, and first offer such Offered Units to the Selling Holder may not transfer any of the Sale Units described Offeree Members in the Disposition Notice without complying again with the provisions of manner provided in this Section 2.11 if and to the extent then applicableSection.

Right of First Refusal. (ai) Each Member hereby grants to the other Members a right of first refusal on Holder may not Transfer this Warrant or any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) portion hereof unless it has complied with this Section 7(d). If a Common Unit Holder, Series A Holder or Series B Holder Xxxxxx proposes to transfer Transfer this Warrant (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”or portion hereof), then such holder (the “Selling Holder”) Holder shall promptly give written notice (a the “Disposition Sale Notice”) thereof to the other MembersCompany at least twenty (20) days prior to the closing of such Transfer. The Disposition Notice shall set forth the following information describe in respect of reasonable detail the proposed transfer: Transfer including, without limitation, the portion of this Warrant to be Transferred (the “Transfer Amount”), the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (ii) For a period of ten (10) days following receipt of any Sale Notice, the prospective acquiror Company shall have the right to purchase all, but not less than all, of the Transfer Amount subject to such Sale Notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer PriceCompany Notice”) and all other material terms and conditions delivered to the Holder within such ten (10) day period. The Company shall effect the purchase of the Acquisition Proposal that are then known Transfer Amount, including payment of the purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time the Holder shall deliver to the other MembersCompany this Warrant, properly endorsed for transfer. To the extent that the Proposed Transferee’s offer consists of consideration other Company does not elect to exercise its purchase right pursuant to this Section 7(d), the Holder may, not later than cash thirty (or in addition to cash30) the Offer Price shall be deemed equal days following delivery to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion Company of the Sale Units Notice, enter into an agreement providing for the closing of the Transfer of the Transfer Amount covered by the Sale Notice within 60 thirty (30) days of its receipt such agreement on the terms and conditions described in the Sale Notice. Any subsequent proposed Transfer of this Warrant by the Holder, shall again be subject to the first refusal rights of the Disposition Notice Company and shall require compliance by the Holder with the procedures described in this Section 7(d). (iii) Notwithstanding the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to foregoing, the purchase rights of the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period Company set forth in this Section 2.11(b)7(d) shall not apply to (i) any Transfer by a Holder to an Eligible Assignee, it shall be deemed (ii) any pledge of this Warrant made pursuant to have waived its rights a bona fide loan transaction that creates a mere security, (iii) any Transfer by Holder in connection with respect to such proposed disposition the sale of all or a portion of any outstanding indebtedness of the Sale UnitsCompany held by Holder or its Affiliates pursuant to the Credit Agreement, but not with respect to or (iv) any future offer Transfer that is a bona fide gift approved by the Holder’s Board of Units. (c) If a Member chooses to exercise its right of first refusal to purchase Directors; provided, in each case, that the Sale Units under Section 2.11(b)pledgee, such Member and the Selling Holder transferee or donee shall enter into a purchase written agreement to be bound by and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling comply with all provisions of this Warrant as if it were an original Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)hereunder. (div) The Selling Any purported Transfer by a Holder of this Warrant (or portion thereof) in violation of this Section 7(d) shall be voidable, and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvalsCompany will not effect such Transfer nor will it treat any alleged transferee as the holder of this Warrant. (v) By its execution of this Agreement, waivers and consents required for the closing. Any such closing shall be delayedWachovia Bank, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expiredNational Association, as the case may beLender under the Credit Agreement, hereby consents to any purchase by such 90th day, then the Members shall be deemed to have waived their right Company of first refusal with respect to this Warrant upon the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation exercise of its rights under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e7(d). (e) If , and acknowledges and agrees that notwithstanding any provision of the transfer Credit Agreement to the Proposed Transferee is contrary, any such purchase shall not consummated in accordance with the terms constitute a breach of any provision of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableCredit Agreement.

Right of First Refusal. Each member of the Ventegis Group shall not sell, assign or transfer any common shares deposited hereunder or any voting trust certificates held, except pursuant to this section 17. (a) Each Member hereby grants If any member of the Ventegis Group (the "Offeror"): (i) receives a bona fide written offer (the "Offer") from any person, firm or corporation dealing at arm's length with the Offeror to purchase all or any portion of the common shares beneficially owned by such member of the Ventegis Group, which is acceptable to the other Members a right member of first refusal on the Ventegis Group; or (ii) wishes to sell any proposed transfer common shares deposited hereunder to a non-Member third party dealing at arm's length with the Offeror through a good faith market sale through the facilities of a stock exchange in Germany or in the USA (other than a transfer the "Proposed Sale"), such member of the Ventegis Group shall give notice of such Offer or Proposed Sale (the "Notice") to an Affiliatethe Investor and shall set out in the Notice the number of common shares to be sold pursuant to the Offer or Proposed Sale (the "Offered Shares") of Common Units, Series A Special Units and the terms upon which and the price at which (the "Purchase Price") such Offered Shares will be sold pursuant to the Offer or Series B Special Units.Proposed Sale; (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (Upon the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)being given, the Units subject to Investor shall have the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Unitsall, but not with respect to any future offer less than all, of Units.the Offered Shares for the Purchase Price; (c) If a Member chooses to exercise Within five (5) business days of having been given the Notice (which said five (5) day period may be waived or abridged by the Investor in its right of first refusal sole discretion), if the Investor desires to purchase all of the Sale Units under Section 2.11(bOffered Shares that it is entitled to purchase in accordance with the provisions of paragraph 17(b), such Member and the Selling Holder Investor shall enter into a give notice to the Offeror. If the Investor is willing to purchase all, but not less than all, of the Offered Shares, the transaction of purchase and sale agreement for shall be completed in accordance with the Sale Units which shall include terms set out in the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note)Notice; (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) If the Offeror makes default in transferring the Offered Shares to the Investor in accordance with the terms set out in the Notice, the Depositary is authorized and directed to receive the purchase money and to thereupon cause the name of the Investor to be entered in the registers of the Depositary as the holders of the voting trust certificate purchasable by it and shall also be effectively transferred thereby. The Selling Holder said purchase money shall be held in trust by the Depositary on behalf of the Offeror and not commingled with the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required Depositary's assets. The receipt by the Depositary for the closing. Any such closing purchase money shall be delayed, a good discharge to the extent requiredInvestor and, until after its name has been entered in the third Business Day following registers of the expiration Depositary in exercise of any required statutory waiting periods; providedthe aforesaid power, however, that such delay the validity of the proceedings shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant question by any person. On such registration, the Offeror will then only be entitled to Section 2.11(e).receive, without interest, the Purchase Price received by the Depositary; (e) If the transfer to the Proposed Transferee is Investor does not consummated give notice in accordance with the terms provisions of paragraph 17(c) that it is willing to purchase all of the Acquisition Proposal Offered Shares, the rights of the Investor, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and the Offeror may sell the Offered Shares to the third party purchaser within the later of fifteen (A15) 90 days after the later expiry of the ROFR Acceptance Deadlinefive (5) business day period specified in paragraph 17(c), for a price not less than the Purchase Price and on terms no more favourable to such person than those set forth in the Notice, provided that: (Bi) 10 days after if the satisfaction Offered Shares are sold by way of all governmental approval private sale or filing requirementsto a party not dealing at arm's length with the Offeror, then the person to whom the Offered Shares is to be sold shall agree prior to such transaction to be bound by this agreement and to become a party hereto in place of the Offeror with respect to the Offered Shares; or (ii) if any, the Acquisition Proposal Offered Shares are sold in good faith by the Offeror to a third party dealing at arm's length with the Offeror through the facilities of a Stock Exchange in Germany or in the USA then the person to whom the Offered Shares is to be sold shall not be deemed required to lapse, and the Selling Holder may not transfer be bound by or subject to any of the Sale Units described in the Disposition Notice without complying again with the provisions terms of this Section 2.11 if agreement ; and (f) If the Offered Shares is not sold within such fifteen (15) day period on such terms, the rights of the Investor pursuant to this section 17 shall again take effect and so on from time to the extent then applicabletime.

Right of First Refusal. (a) Each A Member hereby grants who wishes to the other Members a right make an Assignment of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units such Member’s Interest to any non-Member pursuant to a bona fide third-party offer (Person, may make such an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days Assignment only after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if 22(c). (i) Any such Member shall promptly send a notice (the “Offer Notice”) to the Company and each other Member and be deemed to have offered to sell his or her Interest (the “Offered Interest”) otherwise subject to the proposed Assignment to the Company and to the extent then applicableother Members at the price and on the terms determined in accordance with this Section 22. The Offer Notice shall include a statement of the type of proposed Assignment, the name, address (both home and business address in the case of a natural person), and business or occupation of the person to whom such Interest would be transferred, the consideration for the proposed Assignment, the payment terms and any other facts that are or would reasonably be deemed material to the proposed Assignment. (ii) Upon notice of a proposed Assignment, the Company shall have the first right and the other Members shall have the second right to purchase all, but not less than all, of the Offered Interest for the purchase price determined pursuant to Section 22(d) and upon the payment terms set forth in Section 22(e). The Company shall exercise its right to purchase, if at all, by irrevocable notice to the Members and the selling Member within thirty (30) days of the date of the Offer Notice, and the remaining Members shall exercise their right to purchase, if at all, by irrevocable notice to the Company and the selling Member within forty five (45) days of the date of the Offer Notice. The Members may purchase in such proportion as they may agree or, absent agreement, in accordance with their respective percentage Interests (where the percentage Interests of all Members other than the proposed assignee equals 100%). The Company shall promptly give the remaining Members notice of the exercise by any other Members of their right to purchase. (iii) If the Company and the other Members do not agree to buy in the aggregate all of the Offered Interest within the applicable exercise periods, such Assignment may be completed on terms no more favorable to the transferee than those set forth in the Offer Notice. If an Assignment is not consummated within sixty (60) days after the expiration of the applicable exercise periods, the provisions of this Agreement will again apply to such Offered Interest as if no such Assignment had been contemplated and no notice had been given. An Assignment is consummated when the Company has been given notice by the parties involved that they have transferred the Interest subject to the Assignment to their satisfaction, subject to recordation by the Company on its books.

Right of First Refusal. The Class A Partners shall have the following right of first refusal: (a) If at any time any of the Class A Partners (a “Selling Partner”) has received and wishes to accept a bona fide offer (the “Offer”) for cash from a third party (the “Offeror”) for all or part of such Selling Partner’s Partnership Group Interests, such Selling Partner shall give Notice thereof (the “First Refusal Notice”) to each of the other Partners, other than any Non-Purchasing Partners and any Class B Partners, and the Partnership. The First Refusal Notice shall state the number of Partnership Group Interests that the Selling Partner wishes to sell (the “Optioned Interest”), the price and all other material terms of the Offer, the name of the Offeror, and certification from the Selling Partner affirming that the Offer is bona fide and that the description thereof is true and correct, and that the Offeror has stated that it will purchase the Optioned Interest if the rights of first refusal herein described are not exercised. Each Member hereby grants Class A Partner (and, in the case of PAGP, PAGP or its designee) other than the Selling Partner and any Non-Purchasing Partner (each, a “Non-Selling Partner”) shall have the right exercisable by Notice (an “Acceptance Notice”) given to the Selling Partner and the Partnership within 20 days after receipt of the First Refusal Notice, to agree that it will purchase up to 100% of the Optioned Interest on the terms set forth in the First Refusal Notice; provided, however, if the Non-Selling Partners in the aggregate desire to purchase more than 100% of the Optioned Interest, each such Non-Selling Partner’s right to purchase the Optioned Interest shall be reduced (pro rata based on the percentage of the Optioned Interest for which such Non-Selling Partner has exercised its right to purchase hereunder compared to all other Members a Non-Selling Partners, but not below such Non-Selling Partner’s pro rata share (based on the number of Class A Units held by such Non-Selling Partner and the aggregate number of Class A Units held by all Non-Selling Partners who have exercised their right to purchase) so that such Non-Selling Partners purchase no more than 100% of the Optioned Interest. In the event that (i) PAGP exercises its right to designate its right of first refusal on any proposed transfer to a non-Member designee and (other ii) the price indicated in the Offer is less than a transfer the Agreed Value (determined pursuant to an Affiliateclause (i) of Common Unitssuch definition) of the Partnership Group Interest as of the date of the Offer, Series then in connection with such designee’s delivery of any Acceptance Notice hereunder, PAGP’s designee must agree with respect to the portion of the Partnership Group Interest that it is entitled to purchase pursuant to this Section 7.8 (excluding any such portion related to any oversubscription by such designee pursuant to this Section 7.8), to pay such Agreed Value (determined pursuant to clause (i) of such definition) of such Partnership Group Interest as of the date of the Offer. For the avoidance of doubt, any other Class A Special Units or Series B Special UnitsPartner (including PAGP) exercising its right of first refusal pursuant to this Section 7.8 shall not be required to pay a higher price than the price included in the Offer. If a Non-Selling Partner does not submit an Acceptance Notice within the 20-day period set forth in this Section 7.8(b), such Non-Selling Partner shall be deemed to have rejected the offer to purchase any portion of the Optioned Interest. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes the Non-Selling Partners do not in the aggregate exercise the right to transfer (other than a transfer to an Affiliate) any purchase all of its Units to any nonthe Optioned Interest by the expiration of the 20-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”day period set forth in Section 7.8(b), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition any Acceptance Notice shall be void and of no effect, and the Selling Partner shall be entitled to complete the proposed sale at any time in the 30-day period commencing on the date of the First Refusal Notice, but only upon the terms set forth in the following information First Refusal Notice. If no such sale is completed in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period period, the provisions hereof shall be deemed apply again to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition sale of the Sale Units, but not with respect to any future offer of UnitsOptioned Interest. (c) If a Member chooses to exercise its any Non-Selling Partner exercises the right of first refusal to purchase the Sale Units under Section 2.11(b)Optioned Interest as provided herein and such Non-Selling Partner(s) have elected to purchase all of the Optioned Interest, the purchase of such Member and Optioned Interest shall be completed within the 30-day period commencing on the date of delivery of the First Refusal Notice on the terms set forth in the First Refusal Notice. If such Non-Selling Holder shall enter into a purchase and sale agreement for Partner does not consummate the Sale Units which shall include the following terms: Purchase of such Optioned Interest, (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (iix) the Selling Holder will represent that it has good title Partner shall be entitled to the Sale Units; and all expenses of collection and (iiiy) unless otherwise agreed by the such Non-Selling Holder and such Member, the closing date Partner shall be deemed a “Non-Purchasing Partner” for the purchase duration of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)this Agreement. (d) The Selling Holder and the exercising Member shall cooperate Notwithstanding anything in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, this Agreement to the extent requiredcontrary, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that no Class B Partner in its capacity as such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further right or obligation under this Section 2.11 with respect to such Sale Transfer any Class B Units unless such Sale or any right to purchase any Class A Units again become subject pursuant to this Section 2.11 pursuant to Section 2.11(e)7.8. (e) If For the transfer avoidance of doubt, the right of first refusal shall not apply to the Proposed Transferee is not consummated a Transfer in accordance connection with the terms an Exchange or exercise of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed Call Right pursuant to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable7.9.

Right of First Refusal. (a) Each Member hereby grants If ETP or any of its Subsidiaries (such entity, a “Selling Party”) receives a bona fide offer from a third party for a Transfer of all or any portion of (i) the membership interests of Sunoco GP owned directly or indirectly by the Selling Party, (ii) the SXL GP Interest owned by the Selling Party or (iii) the SXL IDRs owned by the Selling Party (in each case, the “Subject Interest”), and the Selling Party wishes to accept such offer, the Selling Party (and ETP on behalf of the Selling Party) must notify the ETE Parties in writing within twenty (20) days after receiving such offer (the “Sale Notice”). The Sale Notice must include a complete description of the purchase price and other terms and conditions of the transaction in which the Selling Party proposes to Transfer the Subject Interest, including the name of the proposed Transferee and other consideration specified in the offer. The ETE Parties shall have thirty (30) days (the “ROFR Option Period”) after receiving the Sale Notice in which to advise the Selling Party in writing (the “ROFR Acceptance Notice”) whether or not they will acquire all of the Subject Interest upon the terms and conditions contained in the Sale Notice. A failure to advise the Selling Party in writing before the expiration of the ROFR Option Period as to whether or not the ETE Parties will acquire all of the Subject Interest pursuant to the other Members a right of first refusal on any proposed transfer preceding sentence shall be deemed to a non-Member (other than a transfer constitute an election not to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitsacquire the Subject Interest. (b) If a Common Unit HolderIf, Series A Holder or Series B Holder proposes during the ROFR Option Period, the ETE Parties elect to transfer acquire the Subject Interest at the price and subject to the terms and conditions set forth in the Sale Notice (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an upon such election, the “Acquisition ProposalROFR Accepting Party”), then such holder ROFR Accepting Party and the Selling Party shall close such transaction no later than the later to occur of (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cashA) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period closing date set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of UnitsNotice and (B) ninety (90) days after the Selling Party receives the ROFR Acceptance Notice. (c) If a Member chooses to exercise its The right of first refusal created in this Section 2.01 is an option to purchase acquire all, but not less than all, of the Subject Interest offered for sale by the Selling Party. If the ETE Parties elect not to acquire the Subject Interest or the ETE Parties fail to make an election before the expiration of the ROFR Option Period, the Selling Party may Transfer the Subject Interest to the proposed Transferee named in the Sale Units under Notice upon the terms and conditions described in the Sale Notice and in accordance with this Section 2.11(b2.01(c). If such Transfer does not occur on substantially the same terms and conditions set forth in the Sale Notice, or if such Member Transfer is not consummated within one hundred twenty (120) days after the ETE Parties’ election not to acquire the Subject Interest, then such Transfer shall be null and void ab initio and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase Party must again satisfy all of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder requirements of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to this Section 2.11 (b)2.01. (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration Upon consummation of any required statutory waiting periodsTransfer of any Subject Interest in accordance with this Section 2.01 (whether to an ETE Party or any other Person), such Transferee shall enter into a joinder agreement to become a Party to and be bound by this Agreement and shall thereafter have all of the rights and obligations as a Selling Party hereunder other than with respect to this Section 2.01 and Section 2.02; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members this Agreement shall be deemed amended as necessary to have waived their right of first refusal with respect to provide that only the Sale Units described Parties who collectively own a controlling interest in the Disposition Notice and thereafter neither SXL GP Interest (whether directly or indirectly by owning membership interests of Sunoco GP) will be obligated to provide ETE the Selling Holder nor governance rights set forth in Section 2.03 that relate to SXL. Notwithstanding the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject foregoing, all Transfers pursuant to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance 2.01 must comply with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableAgreement.

Right of First Refusal. The Members shall have the following right of first refusal: (a) Each If at any time any of the Members (a “Selling Member”) has received and wishes to accept a bona fide offer (the “Offer”) for cash from a third party (the “Offeror”) for any or all of such Selling Member’s Membership Interest, such Selling Member hereby grants shall give Notice thereof (the “First Refusal Notice”) to each of the other Members a right and the Company. The First Refusal Notice shall state the amount of the Selling Member’s Membership Interest that the Selling Member wishes to sell (the “Optioned Interest”), the price and all other material terms of the Offer, the name of the Offeror, and certification from the Selling Member affirming that the Offer is bona fide and that the description thereof is true and correct, and that the Offeror has stated that it will purchase the Optioned Interest if the rights of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitsherein described are not exercised. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (Each of the Members other than a transfer to an Affiliatethe Selling Member (the “Non-Selling Members”) any of its Units to any non-Member pursuant to a bona fide third-party offer shall have the right exercisable by Notice (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Acceptance Notice”) thereof given to the other Members. The Disposition Notice shall set forth Selling Member and the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units Company within 60 20 days of its after receipt of the Disposition Notice (First Refusal Notice, to agree that it will purchase up to 100% of the “ROFR Acceptance Deadline”). Failure Optioned Interest on the terms set forth in the First Refusal Notice; provided, however, if the Non-Selling Members in the aggregate desire to provide purchase more than 100% of the Optioned Interest, each such notice within such 30Non-day period shall be deemed to constitute a decision not Selling Member’s right to purchase the Sale UnitsOptioned Interest shall be reduced (pro rata based on the percentage of Optioned Interest for which such Non-Selling Member has exercised its right to purchase hereunder compared to all other Non-Selling Members, but not below such Non-Selling Member’s Membership Interest as a percentage of the aggregate Membership Interests of all Non-Selling Members who have exercised their right to purchase) so that such Non-Selling Members purchase no more than 100% of the Optioned Interest. If any a Non-Selling Member fails to exercise its right of first refusal during any applicable does not submit an Acceptance Notice within the 20 day period set forth in this Section 2.11(b9.7(b), it such Non-Selling Member shall be deemed to have waived its rights with respect rejected the offer to such proposed disposition purchase any portion of the Sale Units, but not with respect to any future offer of UnitsOptioned Interest. (c) If a Member chooses to the Non-Selling Members do not in the aggregate exercise its the right of first refusal to purchase all of the Sale Units under Optioned Interest by the expiration of the 20 day period set forth in Section 2.11(b9.7(b), such Member then any Acceptance Notice shall be void and of no effect, and the Selling Holder Member shall enter into a purchase and be entitled to complete the proposed sale agreement for at any time in the Sale Units which shall include 30 day period commencing on the following terms: (i) date of the Member will agree to deliver cash for First Refusal Notice, but only upon the Offer Price (unless terms set forth in the First Refusal Notice. If no such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and sale is completed in such Member30 day period, the closing date for the purchase provisions hereof shall apply again to any proposed sale of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Optioned Interest. (d) The If any Non-Selling Holder Member exercises the right to purchase the Optioned Interest as provided herein and such Non-Selling Member(s) have elected to purchase all of the exercising Optioned Interest, the purchase of such Optioned Interest shall be completed within the 30 day period commencing on the date of delivery of the First Refusal Notice. If such Non-Selling Member does not consummate the purchase of such Optioned Interest, (x) the Selling Member shall cooperate be entitled to all expenses of collection, (y) the Selling Member shall be entitled to pursue all available legal remedies against the Non-Selling Member, including specific enforcement of the purchase of the Optioned Interest on the terms set forth in good faith in obtaining all necessary governmental the First Refusal Notice and other (z) notwithstanding the specific enforcement remedy, the Selling Member may complete the sale of the Optioned Interest to the third party approvals, waivers and consents required for on the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described terms set forth in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)First Refusal Notice. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each If a Member hereby grants (the "Selling Member") shall desire to sell all (but not part) of its Membership Interests (which, for purposes of this Section 10.04, shall be deemed to include, in the case of Ashland, the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall give notice (the "Offer Notice") to the other Members Member, identifying the proposed purchaser from whom it has received a right bona fide offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the Membership Interests being sold) and the other material terms and conditions upon which the Selling Member is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or purchase of first refusal on any proposed transfer to a non-Member property other than such Membership Interests (other than a transfer than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer Notice to an Affiliate) of Common Unitselect, Series A Special Units or Series B Special Unitsby notice to the Selling Member, to purchase the Membership Interests offered for sale on the terms and conditions set forth in the Offer Notice. (b) If a Common Unit HolderMember makes such election, Series A Holder or Series B Holder proposes the notice of election shall state a closing date not later than 60 days after the date of the Offer Notice. If such Member breaches its obligation to transfer purchase the Membership Interests of the Selling Member on the same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than a transfer where such breach is due to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”circumstances beyond such Member's reasonable control), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)then, the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) all other remedies available, the Offer Price shall be deemed equal Selling Member may, at any time for a period of 270 days after such default, sell such Membership Interests to any person at any price and upon any other terms without further compliance with the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period procedures set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units10.04. (c) If a the other Member chooses to exercise its right of first refusal gives notice within the 30-day period following the Offer Notice from the Selling Member that it elects not to purchase the Sale Units Membership Interests, the Selling Member may, within 120 days after the end of such 30-day period (or 270 days in the case where such parties have received a second request under Section 2.11(bHSR), sell such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Membership Interests to the Sale Units; and identified purchaser (subject to clause (iii) unless otherwise agreed by of Section 10.01(c)) on terms and conditions no less favorable to the Selling Holder Member than the terms and conditions set forth in such MemberOffer Notice. In the event the Selling Member shall desire to offer the Membership Interests for sale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to procedures set forth in this Section 2.11 (b). (d) The Selling Holder 10.04 must again be initiated and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal applied with respect to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)conditions as modified. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Prior to any proposed sale of Shares otherwise permitted pursuant to this Section 5, other than to a Permitted Holder or in a Market Sale, the Class B Stockholder proposing to sell such Shares (the “ROFR Transferor”) shall obtain a bona fide, non-collusive, binding arm’s-length written offer, subject only to customary conditions, with respect to the other Members proposed sale (a right “Third Party Offer”) from a third party that is not an affiliate of first refusal such ROFR Transferor (the “Third Party”), which the ROFR Transferor desires to accept. The Third Party Offer shall not be subject to unstated conditions or contingencies or be part of a larger transaction such that the price for the Shares proposed to be transferred in the Third Party Offer (the “Offered Shares”) does not accurately reflect the Fair Market Value of such Offered Shares, and the Third Party Offer shall contain a description of all of the consideration, material terms and conditions for the proposed sale. The ROFR Transferor shall send a copy of the Third Party Offer, which shall include the identity of the Third Party, to each of the Class B Stockholders (the “Offerees”), together with a written offer to sell the Offered Shares to the Offerees on the same terms and conditions, including the Third Party Price, as the Third Party Offer. For the avoidance of doubt, any proposed transfer Shares to be transferred to a non-Member (other than Third Party pursuant to a transfer Third Party Offer shall first be converted into shares of Class A Common Stock, and any Shares transferred to an Affiliate) any Class B Stockholder upon the exercise of its rights in this Section 5.4 shall not be converted to shares of Class A Common Units, Series A Special Units or Series B Special UnitsStock. (b) If a Common Unit HolderEach Offeree will have 10 Business Days from the receipt of such written offer from the ROFR Transferor to give written notice to the ROFR Transferor of its, Series A Holder his or Series her respective election to purchase the Offered Shares. The ROFR Transferor will notify each Offeree as to the number of Offered Shares that other Class B Holder proposes Stockholders did not elect to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member purchase pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then this Section 5 within two Business Days following such holder election (the “Selling Holder”) shall promptly give written notice (a “Disposition Offeree Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses the Offerees have not elected to exercise its right purchase all the Offered Shares within the applicable election period, each Offeree that has so elected to purchase Offered Shares shall be provided an additional three Business Days from the expiration of first refusal such election period to elect to purchase the Sale Units under Section 2.11(b)remaining Offered Shares. If the offer to sell the Offered Shares is oversubscribed at the expiration of any election period, such Member Offered Shares and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Third Party Price (unless such Member and the Selling Holder agree that consideration in respect thereof will be paid by means allocated on a pro rata basis among the Offerees which have elected to purchase Offered Shares so that each such electing Offeree will receive a portion of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Offered Shares which bears the same ratio to the Sale Units; and (iii) unless Offered Shares as the Shares of such electing Offeree bear to the total number of Shares owned collectively by all such electing Offerees, or as may otherwise be agreed by the Selling Holder and among such Memberelecting Offerees, the closing date for the purchase of the Sale Units shall occur provided that no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option Offeree that elects to purchase Offered Shares will be required to purchase more Offered Shares than the Sale Units pursuant to Section 2.11 (b)amount set forth in its election. (d) The Selling Holder Subject to Section 5.4(e) and Section 5.4(f), the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for closing of the closing. Any such closing shall be delayed, sale to the extent required, until the third Business Day following Offerees pursuant to an Offering will be held as soon as practicable after the expiration of any required statutory waiting periods; providedall of the election periods under Section 5.4(c), however, that such delay shall not exceed 90 days and, in any event, no later than (i) 30 days after such expiration, if governmental approvals the value of such Offered Shares is less than $100 million, and waiting periods shall (ii) 60 days after such expiration, if the value of such Offered Shares is more than $100 million (the “Scheduled Closing Date”). Contemporaneously with such closing, the ROFR Transferor will deliver a certificate or certificates representing the Offered Shares, properly endorsed for transfer and with all necessary transfer or documentary stamps, if any, affixed, or if the Offered Shares are not have been obtained certificated, the ROFR Transferor will cause such Shares to be transferred by book-entry transfer or expiredother similar means, as in each case, free and clear of all liens, restrictions or encumbrances against receipt from each purchasing Offeree of the case may be, Third Party Price or allocable portion thereof in cash or by such 90th day, then the Members shall be deemed to have waived their right certified or bank cashier’s check or wire or interbank transfer of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)funds. (e) If The obligation of a ROFR Transferor and a purchasing Offeree to proceed with the transfer closing on the Scheduled Closing Date and the obligation of a ROFR Transferor and a Third Party to consummate a sale prior to the Proposed Transferee Expiration Date will be conditioned upon and the Scheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which is five Business Days following the last to occur of (i) the expiration (or earlier termination) of any applicable waiting period and, if extended, the extended waiting period under the HSR Act, and (ii) the receipt of all governmental and regulatory consents, approvals or waivers that may be required in connection with the purchase and sale of the Offered Shares. The ROFR Transferor and the purchasing Offerees will use all reasonable efforts to cooperate with each other or with a third party to promptly make all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Offered Shares. (f) Notwithstanding the provisions of Section 5.4(a) through (e), elections to purchase made by the Offerees will not consummated be binding on the ROFR Transferor if (x) the Offerees have not elected, as provided in Section 5.4(c), to purchase all of the Offered Shares or (y) the Offerees have not closed on the purchase of all the Offered Shares by the Scheduled Closing Date (as such Scheduled Closing Date may be extended pursuant to Section 5.4(e)) in accordance with the terms hereof. In such event, no sales pursuant to such elections will be required to be made by the ROFR Transferor and the ROFR Transferor will have the right for a period of the Acquisition Proposal within the later of (A) 90 120 days after the later expiration of the ROFR Acceptance Deadline, and (Blast election period in Section 5.4(c) 10 days after the satisfaction of all governmental approval or filing requirementsor, if anylater, the Acquisition Proposal shall be deemed last date for the closing of such purchase under Section 5.4(d) or Section 5.4(e) (such later date being the “Expiration Date”), as appropriate, to lapsesell all but not less than all of the Offered Shares, but only to the Third Party for a price (including any non-cash consideration in the Third Party Offer) and on terms no more favorable to the Third Party than the Third Party Price and the Selling Holder may not transfer any terms of the Sale Units described in Third Party Offer. If such Offered Shares are not sold prior to the Disposition Notice Expiration Date, all rights to sell such Offered Shares pursuant to such Third Party Offer, without complying again with making another offer to the Offerees pursuant to this Section 5.4, will terminate and the provisions of this Section 2.11 if and 5.4 will continue to apply to any proposed transfer in the extent then applicablefuture.

Right of First Refusal. If Lessor shall receive an offer to lease any portion of the Expansion Area, from time to time, which offer Lessor shall desire to accept, Lessor shall transmit a memorandum of said offer to Lessee. The memorandum shall set forth in detail the terms of the offer, including a description of the area, the rent (a) Each Member hereby grants including any abatement and escalations), and any other material terms of the offer, to the other Members extent available. Within fifteen (15) days of receiving Lessor’s memorandum, Lessee shall, by written notice to Lessor exercise the right (each, a right “Right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition ProposalFirst Refusal”), then (i) to accept such holder Expansion Area upon the terms and conditions stated in the offer or (ii) to accept such Expansion Area on the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall terms and conditions set forth in Section 17.1(c) and 17.1(d). Lessee’s failure to make the following information in respect election shall be deemed a rejection of the proposed transfer: the name and address Expansion Area. Upon Lessee’s acceptance of the prospective acquiror (the “Proposed Transferee”)Expansion Area, the Units parties shall execute an amendment incorporating the Expansion Area into the Site subject to all of the Acquisition Proposal (the “Sale Units”)terms, the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms covenants, and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)Lease, it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid except as modified by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal offer (if Lessee has elected option (i) above). Notwithstanding anything to the contrary in the offer, the terms of the Lease for the Expansion Area shall be as provided in Section 17.1(c) immediately below. Notwithstanding that Lessee should fail or refuse to exercise its Right of First Refusal in the manner herein provided, if the Expansion Area, or any part thereof, is not leased to the prospective tenant contemplated by Lessor’s memorandum within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, time-period and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if anyon terms no more favorable to such tenant than originally offered to Lessee, the Acquisition Proposal Expansion Area shall thereafter continue to be subject to the terms and conditions imposed by this Section 17.1(a) upon third party offers to lease and the first refusal procedure established by this Section 17.1(a) shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicablereinstated.

Right of First Refusal. (a) Each Any Member hereby grants seeking to Transfer Units (a “Transferring Member”), other than in a Permitted Transfer, Bona Fide Pledge or Foreclosure pursuant to Section 9.3(b), shall be subject to the other Members a right provisions of first refusal on any proposed transfer to a non-Member (other than a transfer to an AffiliateSections 9.4(b) through 9.4(i) in connection with the Transfer of Common Units, Series A Special Units or Series B Special such Units. (b) If a Common Unit Holder, Series A Holder Transferring Member subject to this Section 9.4(b) desires to Transfer all or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any portion of its Units to any non-Member Person (other than pursuant to a bona fide third-party offer (an “Acquisition Proposal”Permitted Transfer, Bona Fide Pledge or Foreclosure), then such holder (the “Selling Holder”) Transferring Member shall promptly give written notice (a the “Disposition Seller’s Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect Founder Member Groups that own a Percentage Interest of at least 25% of the outstanding Units (except, if the Transferring Member is a member of one of the Founder Member Groups, its own Founder Member Group) (the “ROFR Holders”) at least thirty (30) days prior to the closing of the Transfer (such period herein referred to as the “First Refusal Period”), stating that the Transferring Member intends to make such proposed transfer: Transfer, identifying the material terms and conditions of such Transfer, including the name and address of the prospective acquiror purchaser or transferee (the “Proposed Transferee”), the number of Units subject proposed to be sold or acquired pursuant to the Acquisition Proposal offer (the “First Refusal Interests”) and the per Unit purchase price which the Proposed Transferee has offered to pay for the First Refusal Interests (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period A copy of the offer, if available, shall be deemed attached to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of UnitsSeller’s Notice. (c) If a Member chooses to exercise its Each ROFR Holder shall have the irrevocable right of first refusal and option to purchase all but not less than all of the First Refusal Interests at the Sale Units under Section 2.11(bPrice and on terms no less favorable to the Transferring Member than those set forth in the Seller’s Notice prior to the expiration of the First Refusal Period. Within twenty (20) days following delivery of the Seller’s Notice (the “First Refusal Notice Deadline”), such Member and the Selling each ROFR Holder shall enter into a purchase and sale agreement for have the Sale Units which shall include the following terms: (i) the Member will agree right to deliver cash for the Offer Price a written notice (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii“First Refusal Notice”) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Transferring Member of its intention stating whether it elects to exercise its option under this Section 9.4, and such notice shall constitute an irrevocable commitment to purchase the Sale Units pursuant to Section 2.11 (b)First Refusal Interests on the terms set forth in the Seller’s Notice. (d) The Selling Holder and If the exercising Member shall cooperate in good faith in obtaining ROFR Holders do not elect to purchase all necessary governmental and other third party approvals, waivers and consents required for of the closing. Any such closing shall be delayed, First Refusal Interests prior to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; providedthe First Refusal Notice Deadline or notify the Transferring Member that they do not wish to purchase all of the First Refusal Interests pursuant to Section 9.4(c), howeverthen, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Article IX, the Transferring Member shall be free, for a period of ninety (90) calendar days from the date of the expiration of the First Refusal Period, to Transfer all such First Refusal Interests to the Proposed Transferee (i) at a price per Unit equal to or greater than the Sale Price and upon terms no more favorable to the Proposed Transferee than those specified in the Seller’s Notice and (ii) subject to the terms and restrictions of this Agreement, including as set forth in this Article IX. Any proposed Transfer of such First Refusal Interests by the Transferring Member after the end of such 90-day period or any change in the terms of the proposed Transfer as set forth in the Seller’s Notice that are more favorable to the Proposed Transferee shall require a new Seller’s Notice to be delivered to the ROFR Holders and shall give rise anew to the rights provided in the preceding paragraphs in this Section 2.11 pursuant to Section 2.11(e)9.4. (e) If the transfer ROFR Holders elect to the Proposed Transferee is not consummated in accordance with the terms purchase all of the Acquisition Proposal within First Refusal Interests set forth in the later of (A) 90 days after Seller’s Notice, such ROFR Holders shall have the later right to purchase all, but not less than all, of the ROFR Acceptance DeadlineFirst Refusal Interests for cash consideration whether or not part or all of the consideration specified in the Seller’s Notice is other than cash. If part or all of the consideration to be paid for the First Refusal Interests as stated in the Seller’s Notice is other than cash, and (B) 10 days after the satisfaction price stated in such Seller’s Notice shall be deemed to be the sum of all governmental approval or filing requirementsthe cash consideration, if any, specified in such Seller’s Notice, plus the Acquisition Proposal fair market value of the non-cash consideration. The fair market value of the non-cash consideration shall be deemed determined by the Board; provided, that if the Board does not or is unable to lapsemake such a determination of fair market value, such determination of fair market value shall be made by a Valuation Firm selected by the Board, and such Valuation Firm shall be engaged and paid by the Selling Holder Company. The determination of fair market value by such Valuation Firm (or, if such Valuation Firm determines a range of fair market values, the mid-point of such range) shall be final and binding on the Transferring Member and the ROFR Holders; provided, that, in the event of a disagreement with the determination of such Valuation Firm (but not any determination of the Board), the Transferring Member may elect to withdraw the Transfer of the First Refusal Interests, in which case the Transferring Member may not transfer Transfer (including pursuant to a new First Refusal Notice) any First Refusal Interests during the ninety (90) day period immediately following the date of such withdrawal. (f) If the Transferring Member receives a First Refusal Notice from more than one ROFR Holder entitled to purchase the First Refusal Interests, each such ROFR Holder shall be allocated its pro rata portion (based on the Percentage Interest of Units) of the Sale Units described in First Refusal Interests that would have been Transferred to the Disposition Notice without complying again with Proposed Transferee, unless otherwise agreed to by such ROFR Holders and the provisions Transferring Member. (g) The closing of the Transfer of the First Refusal Interests under this Section 2.11 9.4 will be held at any location agreed to by the Transferring Member and the ROFR Holder(s) purchasing the First Refusal Interests and on a mutually acceptable date not more than ninety (90) days after a ROFR Holder delivers a First Refusal Notice (or if more than one ROFR Holder is purchasing the First Refusal Interests, a date not more than ninety (90) days following the latest of the dates that the last electing ROFR Holder delivered its First Refusal Notice). At any closing contemplated by this Section 9.4, in consideration of the receipt of the purchase price in immediately available funds, the Transferring Member shall Transfer to the ROFR Holder(s) all right, title and interest in and to the extent then applicableFirst Refusal Interests, free and clear of all Liens, and, at the request of the ROFR Holder(s), shall execute all other documents and take other actions as may be reasonably necessary or desirable to effectuate the Transfer of the First Refusal Interests and to carry out the purposes of this Agreement. (h) Notwithstanding the foregoing paragraphs in this Section 9.4, in the event that the Harbinger Member exercises its Drag-Along Rights as provided in Section 9.7, the EXCO Member may only exercise its rights under this Section 9.4 if the EXCO Member offers to purchase all of the Units, Common Units and other Limited Partner Interests held in the aggregate by the Harbinger Group at a price no less than 2% higher than the price offered by the Drag-Along Transferee for such securities and upon terms no less favorable than those offered by the Drag-Along Transferee. (i) Notwithstanding anything contained in this Section 9.4 to the contrary, there shall be no liability on the part of the Transferring Member to the Founder Member Groups entitled to a Seller’s Notice if the Transfer of First Refusal Interests pursuant to this Section 9.4 is not consummated for any reason. Whether to effect a Transfer of First Refusal Interests by the Transferring Member to a Proposed Transferee is in the sole and absolute discretion of such Transferring Member.

Right of First Refusal. (a) Each Member Subject to the terms and conditions specified in this Section 2.2, the Company hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Unitseach Major Holder, each Series A Special Units or C Investor and each Series B Special Units. Investor (b) If a Common Unit Holdercollectively, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance DeadlineHolders”). Failure to provide such notice within such 30-day period shall be deemed to constitute ) a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to future sales by the Sale Units described Company of Additional Shares of Common Stock (as defined in the Disposition Certificate of Incorporation). Each Major Holder shall be entitled to apportion the right of first refusal hereby granted to it among itself and its partners and affiliates in such proportions as it deems appropriate. (a) Subject to Section 2.2(e), each time the Company proposes to offer any Additional Shares of Common Stock, the Company shall first make an offering of such Additional Shares of Common Stock to each ROFR Holder in accordance with the following provisions: (b) The Company shall deliver a notice in accordance with Section 4.3 below (the “Notice”) to each ROFR Holder stating: (i) its bona fide intention to offer such Additional Shares of Common Stock; (ii) the number of such Additional Shares of Common Stock to be offered; and (iii) the price and terms, if any, upon which it proposes to offer such Additional Shares of Common Stock. (c) Within seven (7) calendar days after delivery of the Notice in accordance with Section 4.3 below, each ROFR Holder may elect to purchase or obtain, at the price and thereafter neither on the Selling terms specified in the Notice, up to that portion of such Additional Shares of Common Stock which equals the proportion that the number of Registrable Securities then held by such ROFR Holder nor bears to the Members total number of Registrable Securities then-outstanding. The Company shall have promptly, in writing, inform each ROFR Holder that elects to purchase all of the Additional Shares of Common Stock available to it (each, a “Participating ROFR Holder”) of any further obligation under this Section 2.11 with respect other ROFR Holder’s failure to do likewise. During the five (5) day period commencing after receipt of such Sale Units unless notice, each Participating ROFR Holder shall be entitled to obtain that portion of the Additional Shares of Common Stock for which ROFR Holders were entitled to, but did not, subscribe equal to the proportion that the number of Registrable Securities then held by such Sale Units again become subject Participating ROFR Holder bears to this Section 2.11 the total number of Registrable Securities then held by all Participating ROFR Holders who wish to purchase some of the unsubscribed Additional Shares of Common Stock. (d) If all Additional Shares of Common Stock that ROFR Holders are entitled to obtain pursuant to Section 2.11(e2.2(b) are not subscribed for as provided in Section 2.2(c), the Company may, during the sixty (60) day period following the expiration of the period provided in Section 2.2(c), offer the remaining unsubscribed portion of such Additional Shares of Common Stock to any person or persons at a price not less than that, and upon terms no more favorable to such person or persons than those, specified in the Notice. If the Company does not enter into an agreement for the sale of the Additional Shares of Common Stock 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 Additional Shares of Common Stock shall not be offered unless first reoffered to the ROFR Holders in accordance herewith. (e) If the transfer The rights of first refusal of each ROFR Holder under this Section 2.2 may be transferred to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadlinesame parties, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and subject to the extent then applicablesame restrictions, as any transfer of registration rights pursuant to Section 1.11.

Right of First Refusal. (a) Each Subject to the terms and conditions specified in this Section 7.3, each Selling Member hereby grants to the other Members a right of first refusal on any proposed transfer Company and to a non-Member each Series A Preferred Holder (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into Member) a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to future sales by such Selling Member (and/or Permitted Transferee(s) of such Selling Member) of the Units of such Selling Member (and/or Permitted Transferee(s) of such Selling Member), other than sales made or proposed to be made in connection with a Drag-Along Transaction or pursuant to the IPA. A non-selling Series A Preferred Holder shall be entitled to apportion the right of first refusal hereby granted to it pursuant to this Section 7.3 among itself and its partners and Affiliates in such proportions as it deems appropriate. (i) By written notification to such Selling Member within fifteen (15) days after receipt of the Seller’s Notice, the Company may elect to purchase or obtain, at the price and on the terms specified in the Seller’s Notice, up to all of the Sale Units, and shall provide each Series A Preferred Holder with notice of its determination within fifteen (15) days of receipt of such Seller’s Notice. (ii) In the event that the Company elects not to purchase all or a part of the number of Sale Units specified in the Seller’s Notice, each Series A Preferred Holder (other than the Selling Member) may elect to purchase or obtain up to that portion of the Sale Units described in which equals the Disposition Notice product obtained by multiplying (i) the aggregate number of Sale Units not elected to be purchased by the Company by (ii) a fraction, the numerator of which is the number of Common Units into which such Series A Preferred Units would convert and thereafter neither the number of Common Units at the time owned by such Series A Preferred Holder and the denominator of which is the number of Common Units into which such Series A Preferred Units would convert and the number of Common Units at the time owned by all Series A Preferred Holders (other than the Selling Member). Each Series A Preferred Holder nor (other than the Members Selling Member) shall have make such election by delivering written notice to the Selling Member, the Company and the other Series A Preferred Holders within thirty (30) days after receipt of the Seller’s Notice. If any further obligation under this Series A Preferred Holders do not exercise their right of first refusal, the Sale Units that could otherwise be allocated to such non-exercising Series A Preferred Holder shall be allocated to each purchasing Series A Preferred Holder on a pro rata basis based on the number of Common Units into which the Series A Preferred Units would convert and the number of Common Units then owned by such exercising Series A Preferred Holders. (iii) If all Sale Units which the Company, the Series A Preferred Holders are entitled to purchase pursuant to Section 2.11 with respect 7.3(b) above are not elected to be purchased, such Selling Member may, subject to Section 7.4, during the ninety (90) day period following the expiration of the period provided in Section 7.3(b) above, offer the remaining unsubscribed portion of such Sale Units unless to any Person at a price not less than, and upon terms no more favorable to the offeree than those specified in the Seller’s Notice. If such Selling Member does not enter into an agreement for the sale of the remaining unsubscribed Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee within such period, or if such agreement is not consummated in accordance with the terms within thirty (30) days of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if anyexecution thereof, the Acquisition Proposal right provided hereunder shall be deemed to lapse, be revived and the Selling Holder may not transfer any of the such Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and shall not be offered unless first reoffered to the extent then applicableCompany, the Series A Preferred Holders in accordance herewith.

Right of First Refusal. Except as otherwise provided in this Operating Agreement or the laws of the State of Nevada, no Member shall during the term of this Operating Agreement transfer all or any portion of his Membership Interest, or any interest therein, whether now owned or hereafter acquired without first complying with the requirements of this Operating Agreement, unless such Member shall first give the Company and, if appropriate hereunder, the other Member(s) the opportunity to purchase or acquire all or a portion of such Member's interest proposed to be disposed of in accordance with the following provisions: (a) Each In the event that any Member hereby grants shall receive a bona fide offer for the transfer of all or part of his Membership Interest (the "Proposed Transfer") (the Transferring Member shall have the obligation to prove that an offer is bona fide) and desires to accept such offer, or in the event that any Member shall otherwise desire to transfer all or part of such Member's Membership Interest, the Member shall, prior to accepting such offer, give the Managers of the Company written notice of intention to make a transfer. Such notice shall set forth the name of the proposed transferee(s), the interest proposed to be disposed of (the "Offered Interest"), the price, the terms of payment, all other material terms of the proposed transaction and shall specify a mailing address for purposes of any return notice hereunder. The Company shall have the option for a period of ten (10) days from the actual receipt of such notice to agree to purchase or acquire all or any portion of the Offered Interest, on the same terms as those offered to the other Members a right of first refusal on any proposed transfer transferee, subject to a non-Member (other than a transfer Section 5.3(c) hereof. The Company may exercise this option to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitspurchase only by giving written notice to the Transferring Member. (b) If the Company declines or fails to exercise its option to purchase or acquire all or any portion of the Offered Interest pursuant to Section 5.3(a) above, or is legally unable to do so, the Transferring Member shall give written notice to the other Members containing the same information as set forth in the notice given pursuant to Section 5.3(a) above and further setting forth the Offered Interest that the Company has not agreed to purchase or acquire. The Members receiving the notice shall in turn have ten (10) days from the actual receipt of such notice to agree to purchase or acquire all or any portion of the Offered Interest that the Company has not agreed to purchase or acquire, on the same terms and conditions as those offered to the proposed transferee, subject to Section 5.3(c) hereof. The other Members may exercise this option to purchase only by giving written notice to the Transferring Member. In the event that more than one person has an option to purchase hereunder, such persons may exercise such option pro rata in accordance with their respective Membership Interests, and if any such person declines or fails to purchase his pro rata portion of the Offered Interest, or any portion thereof, the other persons having such option shall have the right to purchase that portion pro rata in accordance with their respective Membership Interests (or otherwise by agreement). (c) The terms of any acquisition pursuant to Section 5.3 hereof shall be as follows: (1) In the event that a Common Unit Holderproposed transferee of any Offered Interest has offered to acquire such Offered Interest for a consideration consisting in whole or in part of assets other than cash, Series A Holder cash equivalents or Series B Holder proposes to transfer unsecured (other than a transfer by the Offered Interest) promissory notes, any persons having options to an Affiliate) any of its Units to any non-Member purchase or acquire such Offered Interest pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then Sections 5.3(a) and 5.3(b) above shall be deemed to have agreed to purchase or acquire such holder (Offered Interest "on the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof same terms as those offered to the other Members. The Disposition Notice shall set forth the following information proposed transferee" if such persons agree to pay in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash a lump sum (or in addition to cashcash installments as permitted by Section 5.3(c)(ii)) the Offer Price shall be deemed an amount equal to the amount of any such cash plus the fair market value of such non-cash other form of consideration. Each The fair market value of such other consideration shall be as follows: (A) If such other consideration is a security publicly traded in the United States in the over-the-counter market and not on the Nasdaq National Market nor on any national securities exchange, the closing per share bid price for such security on the trading day immediately preceding the day of the closing on the purchase or acquisition of the Offered Interests, as reported by Nasdaq or an equivalent generally accepted reporting service; (B) If such other consideration is a security publicly traded in the United States on the Nasdaq National Market or on a national securities exchange, the per share closing price for such security on the Nasdaq National Market or on the principal stock exchange on which it is listed on the trading day immediately preceding the day of the closing on the purchase or acquisition of the Offered Interests; such closing price being the last reported sale price, or in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in the Nasdaq National Market or on the principal national securities exchange on which the security is then listed; (C) If such other consideration is an asset (other than a security specified in clause (A) or (B) above) having a readily determinable value by reference to a generally accepted published reporting source or service, the last sale price for such asset reported by such source or service during the trading day immediately preceding the day of the closing on the purchase or acquisition of the Offered Interests; or (D) In all other cases, the appraised value of such other consideration will be determined by a qualified independent appraiser selected by the mutual agreement of the Transferring Member will provide written on the one hand and a Majority of the other Member(s) on the other hand. In such event, a copy of the notice of intent to make a disposition shall be sent to each other Member at the same time as such notice is sent to the Company. In the event that the Members cannot mutually agree on an appraiser within fifteen (15) days after the notice of intent to make a disposition is actually received by the Company, a qualified appraiser shall be appointed by the American Arbitration Association in Las Vegas, Nevada. The appraised value of such other consideration shall be final and binding on all parties hereto. All costs associated with such an appraisal, including without limitation appraisal fees and the fees of the American Arbitration Association, if any, shall be paid by the Transferring Member. The time period set forth herein shall be tolled until the Company actually receives a copy of the appraiser's report, in accordance with the notice provisions hereof, a copy of which report shall accompany all notices given by the Transferring Member. (2) The Company and each of the other Members shall be permitted, at its decision regarding the exercise of its right of first refusal or their option, to purchase its pro rata all or any portion of the Sale Units within 60 days of its receipt Offered Interest in exchange for a promissory note in the principal amount of the Disposition Notice purchase price payable in not more than sixty (60) equal monthly installments of principal and interest with interest at the “ROFR Acceptance Deadline”)prime rate of interest charged by Bank of America Nevada on the closing of the acquisition or purchase plus two percent (2%) per annum (or any lower rate offered by the proposed transferee) but in any event not in excess of the maximum rate of interest then permitted by applicable law. Failure to provide Any such notice within such 30-day period note or notes shall be deemed to constitute a decision not to purchase secured by the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth Offered Interest purchased in this Section 2.11(b), it exchange therefor and shall be deemed prepayable without penalty in whole or in part at any time. Prior to have waived its rights with respect the payment in full of any such note or notes, no distributions or other payments shall be made directly or indirectly by the Company to such proposed disposition the remaining Members or any person or entities relating to the remaining Members (other than payments incurred in the ordinary course of the Sale Units, but not with respect to any future offer of Units. (cCompany's business) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member unless and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and extent such Member, the closing date for the purchase distributions or other payments are applied toward prepayment of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)note or notes. (d) The Selling Holder and purchase of the exercising Offered Interest shall be closed at the time specified in the notice from the Transferring Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required as the time set for the closing. Any such closing shall be delayedof the proposed transfer, to the extent required, until the third Business Day but in no event earlier than thirty (30) days following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained exercise or expiredexpiration, as the case may be, by such 90th day, then of the Members shall be deemed last available option to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)purchase. (e) If all of the transfer Offered Interests are not purchased by the Company or the Members, or both, pursuant to the Proposed Transferee is not consummated options provided for above, then such unpurchased portion of the Offered Interest may, subject to this Operating Agreement and applicable laws, be transferred within ten (10) days from the date on which the last available option to purchase above expires to the person and on the terms specified in accordance with the notice of intention to make a disposition. Such transferee shall receive and hold such Membership Interest subject to all provisions and restrictions of this Operating Agreement, except that neither the Company nor any other Member shall be required to purchase any of such Membership Interest from such transferee or any subsequent transferee pursuant to Section 5.3 hereof, and except that no such transferee or subsequent transferee shall have any rights to purchase any Offered Interest pursuant to this Operating Agreement. Any transfer of the Offered Interest after the end of such ten (10) day period or any material change in the terms of the Acquisition Proposal within Proposed Transfer from the later terms set forth in the original notice shall require a new notice of intention to make a transfer. Any transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee. (Af) 90 days after Notwithstanding any other provision hereof to the later contrary, neither the Company nor any Member will be required to close on the purchase or acquisition of any Membership Interest in accordance therewith unless the representations and warranties of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal Transferring Member shall be deemed to lapsetrue and correct in all material respects as of the date of such closing, and the Selling Holder Transferring Member shall deliver a certificate to such effect to the purchasing parties dated as of the closing date. Any such Membership Interest not purchased or acquired as a result of such a breach may not transfer any be disposed of to the otherwise proposed transferee(s). (g) Any notice required to be given in accordance with this section shall be hand delivered to the Manager of the Sale Units described in Company by hand or via overnight courier at the Disposition Notice without complying again with principal office of the provisions of this Section 2.11 if and to the extent then applicableCompany.

Right of First Refusal. (a) Each Member hereby grants If, at any time after the date hereof until the fifth anniversary hereof, the Company proposes to issue (an "Offer") shares of Common Stock or other equity securities of the Company, other than (i) pursuant to a proposed underwritten public offering of Common Stock by the Company or (ii) on terms no less favorable to the other Members a right of first refusal on any proposed transfer to Company than could be obtained from a non-Member (other affiliated third party, the Company shall, not less than a transfer 45 days prior to an Affiliate) the anticipated closing of Common Unitssuch sale or transfer, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition the "Sale Notice”") thereof to the other Membersholders of the Series B Preferred Stock and the holders of the Series A Preferred Stock (together, the "Option Holders") of such proposed sale or transfer. The Disposition Sale Notice shall set forth the following information in respect of (i) specify the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)purchaser thereof, the Units subject number of shares to the Acquisition Proposal (the “Sale Units”)be issued, the purchase price offered by such Proposed Transferee (amount and type of consideration to be received therefor, and the “Offer Price”) and all other material terms and conditions of on which the Acquisition Proposal that are then known Company proposes to issue the Common Stock or other equity securities, (ii) contain an offer by the Company to sell to the Option Holders all of such shares of Common Stock or other Members. To equity securities on the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) same terms as the Offer Price shall (the "First Refusal Offer"), and (iii) indicate the appraised value of any non-cash consideration proposed to be deemed equal paid in the Offer; provided, that, if any non-cash consideration is to be received by the Company pursuant to the amount of any such Offer, the Option Holders shall have the right to pay in cash plus the fair market appraised value of such non-cash consideration. Each Member will provide written notice Any appraisal or valuation required pursuant to this Section shall be prepared by a nationally-recognized independent appraiser mutually acceptable to the Company and the Option Holders and shall be submitted in writing and addressed to the Company and the Option Holders. (b) The Option Holders must notify the Company in writing within 15 days following receipt of its decision regarding the exercise of its right of first refusal Sale Notice if they desire to accept the First Refusal Offer. The Option Holders who desire to accept the First Refusal Offer may purchase its pro rata all or a portion of the Sale Units within 60 days shares of its receipt Common Stock or other equity securities of the Disposition Notice (Company in such proportions as they may mutually agree or, in the “ROFR Acceptance Deadline”). Failure absence of such an agreement, in proportion to provide the number of shares of fully diluted Common Stock owned by each such notice within Option Holder who wishes to participate in the purchase of such 30-day period shall be deemed shares pursuant to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of UnitsFirst Refusal Offer. (c) If a Member chooses Unless all the shares of Common Stock or other equity securities of the Company proposed to exercise its right of first refusal to purchase be issued in the Sale Units under Section 2.11(b)Notice are to be acquired by the Option Holders, the Company may transfer all such Member and the Selling Holder shall enter into a purchase and sale agreement for shares covered by the Sale Units which shall include Notice or the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed portion not acquired by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expiredOption Holders, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated proposed third party transferee in accordance with the terms of the Acquisition Proposal within Offer set forth in the Sale Notice; provided that such sale and issuance must occur no later of (A) 90 than 120 days after the later date of the ROFR Acceptance DeadlineSale Notice. If the First Refusal Offers are accepted in a manner such that all or a portion of shares of Common Stock or other equity securities of the Company covered by the Sale Notice are to be purchased by the Option Holders, and (B) 10 the Company shall issue all or such portion of such shares of Common Stock or other equity securities, as the case may be, free of all Liens, to the respective purchasers thereof against delivery by the accepting Option Holders of immediately available funds payable to the Company within 20 days after the satisfaction date such offer is accepted; provided, that if the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of all governmental approval or filing requirements1976, if anyas amended, is applicable to the Acquisition Proposal exercise of any First Refusal Offer, such date shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and extended to the extent then applicabledate which is three days after the date the applicable waiting period expires or is terminated.

Right of First Refusal. (a) Each Member hereby grants After the Lapse Date applicable to a Management Limited Partner and until the other Members occurrence of a Qualified Public Offering (the “ROFR Period”), the Partnership shall have a right of first refusal on with respect to any proposed transfer Disposition of Management Interests by a Management Limited Partner (each a “Transferring Management Limited Partner”), and any Transferring Management Limited Partner must first comply with the provisions of this Section 4.9. The Partnership may assign this right to a non-Member one or more Blackstone Partners, TCV Partners or OEP Partners (other than a transfer in which case all references in this Section 4.9 shall be deemed to an Affiliate) of Common Unitsbe references to the applicable Blackstone Partner, Series A Special Units TCV Partner or Series B Special UnitsOEP Partner); provided, that any such assignment shall be pro rata among each Blackstone Partner, TCV Partner and OEP Partner wishing to exercise such right. (b) If At any time a Common Unit Holder, Series A Holder or Series B Holder Transferring Management Limited Partner proposes to transfer make a bona fide Disposition of Management Interests during the ROFR Period (other than (i) a transfer to an Affiliate) any of its Units to any non-Member Disposition pursuant to clause (a) or (d) of Section 4.6 or (ii) pursuant to the Registration Rights Agreement), and such Transferring Management Limited Partner has received a bona fide third-party arm’s length offer (an “Acquisition Proposal”), then such holder (the “Selling HolderOffer”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect purchase all or any portion of the proposed transfer: the name and address of the prospective acquiror its Management Interests (the “Proposed TransfereeOffered Interests”) from any Person (the “Offeror”) which the Transferring Management Limited Partner wishes to accept, such Transferring Management Limited Partner shall cause the Offer to be reduced to writing and shall notify the Partnership in writing of its wish to accept the Offer (the “Offering Notice”). (c) The Offering Notice shall contain an irrevocable offer to sell the Offered Interests to the Partnership at a price equal or equivalent (as determined in the manner set forth in Section 4.9(c)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror). (i) For a period of 20 Business Days after the date upon which the Partnership shall have received the Offering Notice (the “Partnership Option Period”), the Units subject Partnership shall have the right to elect to purchase all (but not less than all) of the Acquisition Proposal Offered Interests either (A) at the “Sale Units”), same price and on the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material same terms and conditions of as the Acquisition Proposal that are then known to Offer or (B) if the other Members. To the extent the Proposed Transferee’s offer consists of Offer includes any consideration other than cash, then at the sole option of the Partnership, at the equivalent cash price, determined in good faith by the General Partner. If the Partnership does not elect to purchase all of the Offered Interests pursuant to this Section 4.9(c), then the Transferring Management Limited Partner may sell all of the Offered Interests to the Offeror in accordance with Section 4.9(e). (or in addition ii) The right of the Partnership to cashpurchase the Offered Interests under Section 4.9(c) shall be exercisable by delivering written notice of the Offer Price exercise thereof, prior to the expiration of the Partnership Option Period, to the Transferring Management Limited Partner. The failure of the Partnership to deliver such a notice to the Transferring Management Limited Partner within the Partnership Option Period to the Transferring Management Limited Partner shall be deemed equal to be a waiver of the Partnership’s rights under Section 4.9(c). (d) The closing of the purchase of Offered Interests subscribed for by the Partnership under Section 4.9(c) shall be held at the executive office of the Partnership at 11:00 a.m., local time, no later than 25 Business Days after the Partnership’s election to purchase the Offered Interests pursuant to Section 4.9(c) is delivered to the amount of Transferring Management Limited Partner or at such other time and place as the parties to the transaction may agree; provided that if such sale is subject to any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within prior regulatory approval, then such 30-day period shall be deemed extended until the expiration of 15 Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days without the consent of the Transferring Management Limited Partner. At such closing, the Transferring Management Limited Partner shall deliver certificates representing the Offered Interests (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Interests shall be free and clear of any liens, and the Transferring Management Limited Partner shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and legal owner of such Offered Interests with the full right, power and authority to constitute a decision convey the Offered Interests to the Partnership. The Partnership shall deliver at the closing payment in full in immediately available funds for the Offered Interests purchased by it. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. (e) If the Partnership does not elect to purchase all of the Sale Units. If any Member fails Offered Interests under Section 4.9(c), or if the Partnership does so elect but the regulatory approvals necessary to exercise its right consummate such purchase are not obtained within the time periods referred to in Section 4.9(d), then the Transferring Management Limited Partner may sell all (but not less than all) of first refusal during any applicable period the Offered Interests to the Offeror on terms and conditions no less favorable to the Transferring Management Limited Partner than those set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsOffering Notice; provided, however, that such delay sale is bona fide and made pursuant to a contract entered into not later than 45 days after the earlier to occur of (i) the waiver by the Partnership of its option to purchase the Offered Interests and (ii) the expiration of the Partnership Option Period (the “Contract Date”); and provided, further, that such sale shall not exceed 90 days and, if governmental approvals be consummated unless and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of until (A) 90 days after such Offeror shall represent in writing to the later Partnership that it is aware of the ROFR Acceptance Deadline, rights and obligations of the Partnership contained in this Agreement and (B) 10 prior to the purchase by such Offeror of such Offered Interests, such Offeror shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof to the same extent as the Transferring Management Limited Partner. If such sale is not consummated within 60 days after the satisfaction Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Disposition of all governmental approval or filing requirementssuch Offered Interests may be made thereafter by the Transferring Management Limited Partner without again complying with this Section 4.9; provided that if such sale is subject to any prior regulatory approval, if any, the Acquisition Proposal then such 30-day period shall be deemed to lapseextended until the expiration of 10 Business Day after all such approvals shall have been received, and but in no event shall such period be extended for more than an additional 120 days without the Selling Holder may not transfer any consent of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicablePartnership.

Right of First Refusal. (a) Each Member hereby grants Except for dispositions permitted by Section 3, if a Holder desires to Transfer any Securities (collectively, the "Offered Securities") to a third party, such Holder (the "Selling Holder") will, prior to making or offering to make any such Transfer or accepting any such offer, give written notice (the "Offer Notice") to the other Members a right Holders (the "Non-Selling Holders") and to Xxxxx stating (i) the name of first refusal the proposed transferee of the Offered Securities (the "Proposed Transferee"), (ii) the number and type of Offered Securities, (iii) the purchase price therefor, and (iv) other material terms and conditions upon which the Selling Holder proposes to sell such Offered Securities to such proposed transferee and making an offer to sell such Offered Securities (the "Offer") to each of the Non-Selling Holders pursuant to the terms and conditions of this Section, at the price and on any proposed transfer the other terms described in the Offer Notice. The date upon which the Offer Notice is given to a nonthe Non-Member Selling Holders is called the "Offer Notice Date." The Offer shall remain open and irrevocable for the period of ten (other than a transfer to an Affiliate10) of Common Units, Series A Special Units or Series B Special UnitsBusiness Days following the Offer Notice Date. (b) If a Common Unit Holder, Series A Each Non-Selling Holder or Series B Holder proposes may accept the offer to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (purchase all the “Selling Holder”) shall promptly give Offered Securities by giving written notice thereof (each, a “Disposition "Holder's Acceptance Notice”") thereof to the other Members. The Disposition Selling Holder within 10 Business Days following the Offer Notice shall Date, such notice to set forth the following information maximum number of Offered Securities such Non-Selling Holder is willing to purchase. In the event that the Holder's Acceptance Notice(s) reflect a willingness on the part of Non-Selling Holders to purchase, in respect the aggregate, more than the number of Offered Securities available, the Non-Selling Holders shall be entitled to purchase such Offered Securities pro rata among themselves on the basis of the proposed transfer: number of Common Shares into which the name Series A Preferred Shares and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered Notes held by each such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that Non-Selling Holder are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Unitsconvertible. (c) If a Member chooses to exercise In the event after compliance with Section 2(b) above, the Offer has been accepted in its right of first refusal to purchase entirety by the Sale Units under Section 2.11(b)Non-Selling Holders, such Member and the Selling Holder shall enter into a sell the Offered Securities to the Non-Selling Holders, and the Non-Selling Holders shall purchase the Offered Securities, on the terms and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for conditions set forth in the Offer Price (unless such Member Notice and the Selling Holder agree that consideration will be paid closing shall take place 25 Business Days after the Offer Notice Date, unless a later date is agreed to by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title parties to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)transaction. (d) The In the event after compliance with Section 2(b) above, the Offer has not been accepted in its entirety by the Non-Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvalsHolders, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor may, within 25 Business Days thereafter, sell the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer Offered Securities to the Proposed Transferee is not consummated on the terms set forth in accordance with the Offer Notice. The Proposed Transferee, as a condition to such Transfer, shall agree in writing to be bound by the terms of this Agreement to the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and same extent as the Selling Holder Holder. If such sale has not been completed within such 25-Business Day period, such sale may not transfer any of the Sale Units described in the Disposition Notice be carried out without complying again with the provisions of this Section. Any Transfer in violation of this Section 2.11 if 2 shall be void and to the extent then applicableineffective.

Right of First Refusal. (a) Each Member hereby grants Should any Large Holder (or a Permitted Transferee, as defined below) propose to accept one or more bona fide offers (collectively, a “Purchase Offer”) from any persons to purchase shares of the other Members a right of first refusal on any proposed transfer to a non-Member Corporation’s Common Stock (the “Shares”) from such Large Holder (other than as set forth in Section 1.2 of this Agreement), such Large Holder shall promptly deliver a notice (the “Notice”) to the Corporation and VB stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares proposed to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee, and offering to sell such Shares instead to VB (for such Purchase Offer consideration, or if the Purchase Offer consideration was not all in the form of cash or notes, for the Purchase Offer consideration to the extent the Purchase Offer consideration was in the form of cash or notes and an equivalent amount of cash to the extent the Purchase Offer consideration was not in the form of cash or notes, all on a per-Share basis) (the “Right of First Refusal”). Each Large Holder agrees not to consummate any such third-party transfer until the Right of First Refusal process set forth in this Section 1.1 is completed, and then only to an Affiliate) the extent that the Right of Common Units, Series A Special Units or Series B Special UnitsFirst Refusal has not been exercised. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (VB shall have the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect right until 30 days after receipt of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject Large Holder’s Notice to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written submit notice of its decision regarding irrevocable commitment to exercise such Right of First Refusal; the exercise Right of its right First Refusal must be exercised, if at all, before the expiration of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Unitsperiod. (c) If At a Member chooses closing under the Right of First Refusal to exercise its right be held on the tenth business day after the end of first refusal to purchase such 30-day period, the Sale Units under Section 2.11(b), such Member exercising VB shall deliver the appropriate consideration and the Selling Large Holder shall enter into a purchase deliver certificates representing the appropriate shares, free and sale agreement clear of liens, security interests and adverse claims and duly endorsed for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableexercising VB.

Right of First Refusal. (a) Each Member hereby grants If any Member, other than Investor, holding a greater than one percent (1%) Percentage Interest in the Company proposes to Transfer any Membership Units (the other Members a right of first refusal on any proposed transfer to a non-Member “Offeror”) (other than a transfer Member exercising its tag-along right under Section 9.04 or a Transfer by a Member to a Permitted Transferee), such Member shall deliver to the Company and Investor (each, an Affiliate“Offeree”) a notice of Common such proposal (an “Offer Notice”), which Offer Notice shall (i) specify the series and number of Membership Units, Series A Special Units and the Percentage Interest represented thereby, proposed to be sold (the “Offered Interests”) and the applicable purchase price, and material terms of the proposed sale, and (ii) offer Investor first and the Company second the option to acquire all or Series B Special Unitsa portion of such Offered Interests upon the same terms and subject to the same conditions as set forth in the Offer Notice. (b) If For a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer period of fifteen (other than a transfer to an Affiliate15) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder Business Days (the “Selling HolderOffer Period”) following the Offerees’ receipt of such notice, the Offerees shall promptly give written have the option, exercisable upon delivery of a reply notice (a “Disposition Reply Notice”) thereof to the other Members. The Disposition Offeror, to require the Offeror to Transfer to the Offeree the Offered Interests at the price per Membership Unit specified in the Offer Notice, it being understood that the Company shall have the right to deliver a Reply Notice only as and to the extent that Investor shall set forth the following information have first declined to exercise its rights under this Section 9.03 in respect of the proposed transfer: the name and address all of the prospective acquiror Offered Interests. (c) In the “Proposed Transferee”)event an Offeree or Offerees make a timely election pursuant to Section 9.03(b) to acquire all of the Offered Interests, as soon as reasonably practical, but in any event not more than fifteen (15) Business Days following the deadline for Reply Notices, the Units subject Offeror and the Offeree(s) shall close the Transfer of the specified Membership Units. Upon such closing, the Offerees shall deliver to the Acquisition Proposal (the “Sale Units”), Offeror in immediately available funds the purchase price offered by specified in the Offer Notice, and the Offeror shall deliver to each such Proposed Transferee Offeree a duly executed instrument of assignment, representing the Membership Units to be Transferred. (d) In the “event no Offeree makes a timely election pursuant to Section 9.03(b) to acquire all and not less than all of the Offered Interests, for a period of ninety (90) days following the expiration of the Offer Price”) and all Period, the Offeror shall be entitled, without further obligation to the Offerees (other material than those making an election pursuant to Section 9.04), to Transfer the Offered Interests to a third party on terms and conditions of substantially the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or same as those in addition to cash) the Offer Price shall be deemed equal to Notice and at a price per Membership Unit not less than the amount of any such cash plus price specified in the Offer Notice (with the fair market value of such any non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated determined in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described procedure set forth in the Disposition Notice without complying again with the provisions definition of this Section 2.11 if and to the extent then applicableFair Market Value).

Right of First Refusal. If the Grantee exercises the Option in whole ---------------------- or in part and at any time thereafter and prior to the earlier of (a) Each Member hereby grants the occurrence of a Change in Control Event (as defined herein) or (b) 30 days after the first anniversary of the Merger Termination Date, seeks to sell all or any part of the other Members Option Shares purchased (i) in a right of first refusal on any proposed transfer to a non-Member transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to achieve a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer by operation of law upon consummation of a merger), it shall give the Grantor (or a designee of the Grantor) the opportunity, in the following manner, to an Affiliatepurchase such Option Shares: (a) The Grantee shall give notice to the Grantor in writing of Common Unitsits intent to sell Option Shares (a "Disposition Notice"), Series A Special Units specifying the ------------------ number of Option Shares to be sold, the price and, if applicable, the identity of the proposed transferee and the material terms of any agreement relating thereto. For purposes of this Section 7, if the Disposition Notice is given with respect to the sale of the Option Shares pursuant to a tender or Series B Special Unitsexchange officer, it shall be assumed that all Option Shares tendered will be accepted for payment. The Disposition Notice may be given at any time, including prior to the giving of any Exercise Notice. (b) If The Grantor or its designee shall have the right, exercisable by written notice given to the Grantee within five business days after receipt of a Common Unit HolderDisposition Notice (or, Series A Holder or Series B Holder proposes to transfer (other than if applicable, in the case of a transfer to an Affiliate) any of its Units to any non-Member proposed sale pursuant to a bona fide third-party tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date of such tender or exchange offer (an “Acquisition Proposal”the "Expiration ---------- Date") if such Disposition Notice was given at least four business days prior to ---- such Expiration Date), then such holder (to purchase all, but not less than all, of the “Selling Holder”) shall promptly give written notice (a “Option Shares specified in the Disposition Notice at the price set forth in the Disposition Notice”) thereof to . If the other Members. The purchase price specified in the Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”)includes any property other than cash, the purchase price offered to be paid by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price Grantor shall be deemed an amount of cash equal to the amount sum of any such (i) the cash included in the purchase price plus (ii) the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding other property at the exercise of its right of first refusal to purchase its pro rata portion date of the Sale Units within 60 Disposition Notice. If such other property consists of securities with an existing public trading market, the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such securities on their principal public trading market for the five trading days of its receipt ending five days prior to the date of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase equal the Sale Unitsfair market value of such property. If any Member fails to exercise its right such other property consists of first refusal during any applicable period set forth in this Section 2.11(b)something other than cash or securities with an existing public trading market and, it shall be deemed to have waived its rights with respect to such proposed disposition at the time of the Sale Units, but not with respect closing referred to any future offer of Units. in paragraph (c) If a Member chooses to exercise its right below, agreement on the value of first refusal to purchase such other property has not been reached, the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: higher of (i) the Member will agree to deliver cash for included in the Offer Price (unless such Member purchase price and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing Disposition Notice shall be delayed, to used as the extent required, until the third Business Day following the expiration of any required statutory waiting periodsper share purchase price; provided, however, that such delay shall not exceed 90 days andpromptly after the closing, if governmental approvals the Grantee -------- ------- and waiting periods shall not have been obtained the Grantor or expiredits designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by such 90th daya nationally recognized investment banking firm selected by the Grantor and approved by the Grantee within 30 days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase of any Option Shares by the Grantor (or its designee) pursuant to this Section 7, a tender or exchange offer is outstanding, then the Members Grantor (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Option Share shall be deemed equal to have waived their the highest price paid for a share of Common Stock pursuant to such tender or exchange, or pursuant to any other tender or exchange offer outstanding at any time such tender or exchange offer is outstanding. (c) If the Grantor exercises its right of first refusal hereunder, the closing of the purchase of the Option Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (or, if applicable, in the case of a tender or exchange offer, no later than one business day prior to the expiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, however, that at any time -------- ------- prior to the closing of the purchase of Option Shares hereunder, the Grantee may determine not to sell the Option Shares and revoke the Disposition Notice and, by so doing, cancel the Grantor's right of first refusal with respect to the Sale Units described disposition in question. The Grantor (or its designee) shall pay for the Option Shares by wire transfer of immediately available funds to a bank designated by the Grantee. (d) If the Grantor does not exercise its right of first refusal hereunder within the time specified for such exercise, the Grantee shall be free for 90 days following the expiration of such time for exercise to sell the Option Shares (or enter into an agreement to sell the Option Shares) specified in the Disposition Notice, at the price specified in the Disposition Notice or any price in excess thereof and otherwise on substantially the same terms set forth in the Disposition Notice; provided that if such sale is not consummated within such 90-day period (or the agreement to sell entered into in such 90-day period is not thereafter neither performed in accordance with its terms), then the Selling Holder nor the Members shall have any further obligation under provisions of this Section 2.11 with respect 7 will again apply to the sale of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)Option Shares. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms For purposes of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance DeadlineAgreement, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal a "Change in Control ----------------- Event" shall be deemed to lapse, and have occurred if (i) any person has acquired ----- beneficial ownership of more than 50% (excluding the Selling Holder may not transfer any Option Shares) of the Sale Units described outstanding shares of Common Stock or (ii) the Grantor shall have entered into an agreement, including without limitation an agreement in principle, providing for a merger or other business combination involving the Disposition Notice without complying again with Grantor or the provisions acquisition of this Section 2.11 if 30% or more of the assets of the Grantor and to the extent then applicableits subsidiaries, taken as a whole.

Right of First Refusal. (a) Each Member hereby grants The Shares acquired pursuant to the other Members a right exercise of first refusal on any proposed transfer this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to a non-Member (other than a transfer to an Affiliatecompliance with the provisions of Section 6(b) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units hereof. Prior to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)intended sale, then such holder (the “Selling Holder”) Optionee shall promptly first give written notice (a “Disposition the "Offer Notice”") thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the prospective acquiror proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Proposed Transferee”"Offered Shares"), (iv) the Units subject price for which he or she proposes to sell the Acquisition Proposal Offered Shares, and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”v) and all other material terms and conditions of the Acquisition Proposal that are then known proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to the other MembersOptionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. To Within 15 days after delivery of the extent Acceptance Notice to the Proposed Transferee’s offer consists Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion price of the Sale Units within 60 days Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of its receipt of a certificate or certificates representing the Disposition Notice (Offered Shares to be purchased, duly endorsed for transfer to the “ROFR Acceptance Deadline”Company or such nominee(s), as the case may be. Failure to provide such notice within such 30-day period Payment shall be deemed to constitute a decision not to purchase made on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period same terms as set forth in this Section 2.11(bthe Offer Notice or, at the election of the Company or its nominees(s), it by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be deemed entitled to have waived its rights with respect to such proposed disposition sell the balance of the Sale Units, but not with respect Offered Shares to any future offer of Units. (cthe purchaser(s) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for named in the Offer Price (unless such Member Notice at the price specified in the Offer Notice or at a higher price and on the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) terms and conditions set forth in the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsOffer Notice; provided, however, that such delay shall not exceed 90 sale or other transfer must be consummated within 60 days and, if governmental approvals from the date of the Offer Notice and waiting periods shall not have been obtained any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or expired, as any portion of the case may be, by Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such 90th day, then transfer being subject to the Members shall be deemed to have waived their right of first refusal with respect set forth in this Section 7, provided that the Shares so transferred shall remain subject to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any conditions of this Agreement and no further obligation under this Section 2.11 with respect to transfer of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall Shares may be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice made without complying again with the provisions of this Section 2.11 if 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the extent then applicableterms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The provisions of this Section 7 shall not apply to a sale of the Shares to the Company pursuant to Section 8 below. (f) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. (a) Each Member hereby grants to the other Members a right of first refusal on FRK may Transfer its Membership Interest at any proposed transfer time to a nonwholly-owned direct or indirect subsidiary of FRK, and FRP may transfer its Membership Interest at any time to a wholly-owned direct or indirect subsidiary of Patriot, and in either case the subsidiary shall be admitted as a Member of the Company (any transfer pursuant to this sentence as referred to as a "Permitted Transfer"). All Transfers by a Member other than a transfer pursuant to an AffiliateSections 5.1, 5.2 or this 5.3(a) of Common Units, Series A Special Units or Series B Special Unitsshall require compliance with this Section 5.3. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes Prior to transfer (making any Transfer of any portion of its Membership Interest other than a transfer Permitted Transfer, the Member desiring to an Affiliate) any make the Transfer (for purposes of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)this Section 5.3, then such holder (the “"Selling Holder”Member") shall promptly give written notice (a “Disposition the "First Refusal Notice”") thereof to the other MembersMember (the "Non-Selling Member"). The Disposition First Refusal Notice shall set forth the following information in respect contain a full description of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered (including the cash equivalent value of any property to be received by such Proposed Transferee (the “Offer Price”Selling Member in the Transfer) and all other material the terms and conditions of the Acquisition Proposal that are then known proposed disposition (including the identity of the proposed transferee). The First Refusal Notice shall constitute an offer by the Selling Member to sell all, but not less than all, of its Membership Interest to the other Members. To Non-Selling Member in accordance with the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period terms set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of UnitsFirst Refusal Notice and the other provisions hereof. (c) If a The Non-Selling Member chooses to exercise its shall have the right of first refusal to purchase all, but not less than all, of such Selling Member's Membership Interest in the Sale Units under Section 2.11(b), such Member and Company by giving written notice to the Selling Holder shall enter into Member at any time before the expiration of thirty (30) days after the date the First Refusal Notice is received (the "First Refusal Exercise Period"). Such notice of acceptance must specify a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units purchase, which date shall occur no be not later than 60 sixty (60) days following receipt by after the Selling Holder date notice of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)acceptance is given. (d) The If the Non-Selling Holder and Member does not agree to purchase all of the exercising Membership Interests offered by the Selling Member prior to the end of the First Refusal Exercise Period, the Selling Member, for a period of sixty (60) days immediately thereafter, shall cooperate in good faith in obtaining be entitled to sell all necessary governmental and other of its Membership Interest to the third party approvals, waivers and consents required for designated in the closing. Any such closing shall be delayed, First Refusal Notice on terms not more favorable to the extent required, until buyer than to those set forth in the third Business Day following the expiration of any required statutory waiting periodsFirst Refusal Notice; provided, however, that such delay any the purchaser shall not exceed 90 days and, if governmental approvals be admitted as a Member of the Company until the purchaser executes a counterpart of this Agreement agreeing to be bound by all of the terms of this Agreement and waiting periods shall not have been obtained or expired, as to comply with all of the case may be, by such 90th day, then the requirements imposed on Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)hereunder. (e) If The purchase price of any Membership Interest in the transfer Company transferred pursuant to this Agreement shall be paid at the Proposed Transferee is not consummated closing in immediately available funds (or in accordance with other terms specified in the terms First Refusal Notice) against delivery of as assignment of the Acquisition Proposal within the later Selling Member's Membership Interest free and clear of (A) 90 days after the later of the ROFR Acceptance Deadlineall pledges, liens, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableencumbrances.

Right of First Refusal. (a) Each Member hereby grants Subject to Section 12.3, if at any time, or from time to time, in each case prior to the other earlier to occur of (i) the fourth anniversary of the Effective Date and (ii) an IPO, any Member receives a bona fide offer to purchase or in any manner acquire any or all Units of such Member from one or more Persons any one of which (x) is a Significant Holder or a member of a Significant Holder Group or (y) would become a Significant Holder or a member of a Significant Holder Group upon the consummation of such offer (an “Interested Third Party”), and such Member (the “ROFR Seller”) intends to accept such offer (the “Third Party Offer”) and Transfer its Units according to the Third Party Offer to the Interested Third Party, each of the Class A Members a right of first refusal on any proposed transfer to a non-Member and Class B Members (other than the ROFR Seller, the Interested Third Party, any Control Affiliate of the Interested Third Party, any Person who is (or would, upon consummation of the Third Party Offer, become) a transfer member of a Significant Holder Group that includes the Interested Third Party, and any Control Affiliate of any such Person) (such Class A Members and Class B Members being hereinafter referred to an Affiliateas the “Eligible ROFR Members”) shall have the right (hereinafter referred to as the “Right of Common UnitsFirst Refusal”) to elect to purchase up to such Eligible ROFR Member’s Pro Rata Portion of the Units proposed to be Transferred to the Interested Third Party on the same terms and conditions as set forth in the Third Party Offer, Series A Special and the ROFR Seller shall not be permitted to accept the Third Party Offer or Transfer any of its Units or Series B Special Unitsto the Interested Third Party unless it has complied with the terms of this Section 12.6. (b) If In the event of a Common Unit HolderThird Party Offer that the ROFR Seller intends to accept, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-the ROFR Seller shall notify each Eligible ROFR Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder and the Company in writing (the “Selling Holder”) shall promptly give written notice (a “Disposition ROFR Sale Notice”) thereof to the other Members). The Disposition Company shall, upon written request by a ROFR Seller, promptly provide the ROFR Seller with a list of names and addresses of the current Class A Member and Class B Members and the number of Class A Units and Class B Units held by each such Member, and the ROFR Seller shall be entitled to rely on such list for purposes of determining the Eligible ROFR Members to receive any ROFR Sale Notice sent within 15 days after receipt of such list. Each ROFR Sale Notice shall set forth the following information in respect Pro Rata Portions of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)Eligible ROFR Members, the number and class of Units subject proposed to be Transferred by the Acquisition Proposal (the “Sale Units”)ROFR Seller, the purchase price form of consideration and terms and conditions of payment offered by such Proposed Transferee (the “Offer Price”) Interested Third Party and a summary of all other material terms pertaining to the Transfer and conditions the ROFR Seller’s intention to accept the Third Party Offer. (c) Any Eligible ROFR Member wishing to exercise its Right of First Refusal may deliver to the ROFR Seller, with copies to the Company, within ten (10) Business Days of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists date of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition ROFR Sale Notice, an irrevocable written notice electing to exercise its Right of First Refusal and accepting the Transfer on the same terms and conditions set forth in the ROFR Sale Notice (the “ROFR Acceptance DeadlineNotice”). Failure The ROFR Acceptance Notice shall state the number of Units that such Eligible ROFR Member proposes to provide acquire, which may be less than, but shall not exceed, such notice within such 30-day period Eligible ROFR Member’s Pro Rata Portion. To the extent that the Third Party Offer is for both Class A Units and Class B Units, each Eligible ROFR Member shall be deemed to constitute a decision not have the right to purchase the Sale same ratio of Class A Units to Class B Units. If . (d) Each Eligible ROFR Member exercising its right to purchase its entire Pro Rata Portion of the Units proposed to be Transferred (each, a “Purchasing Member”) shall have a right of over-allotment such that if any other Eligible ROFR Member fails to exercise its right Right of first refusal during First Refusal to purchase its entire Pro Rata Portion of such Units (each, a “Non-Purchasing Member”, including any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Eligible ROFR Member chooses that fails to exercise its right Right of first refusal First Refusal to purchase the Sale its entire pro rata share of Remaining Units under Section 2.11(bas described below), such Purchasing Member may purchase its pro rata share of those Units in respect to which the Non-Purchasing Members have not exercised their Right of First Refusal (“Remaining Units”), based on the relative Class A Units and Class B Units owned by the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid Purchasing Members, by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title giving written notice to the Sale Units; and ROFR Seller, with copies to the Company, within two (iii2) unless otherwise agreed by Business Days from the Selling Holder and such Member, date that the closing date for the purchase ROFR Seller provides written notice of the Sale Units aggregate amount of Remaining Units. The foregoing shall occur no later than 60 days following receipt by be repeated until the Selling Holder of written notice by such Member of its intention to exercise its option Eligible ROFR Members have collectively agreed to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later Remaining Units proposed to be transferred or all of the Eligible ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableMembers are Non-Purchasing Members.

Right of First Refusal. (a) Each Member hereby grants Except as otherwise provided in paragraph 10.02 hereof, the right of Franchisee and Equity Holders to Transfer any equity interest in Franchisee or any direct or indirect interest in this Agreement, the other Members Franchised Business or the economic benefits derived therefrom, or in the assets of the Franchised Business if the Transfer of such assets is made in connection with a Transfer of a substantial portion of such assets, as permitted in paragraph 10.02 hereof, shall be subject to Franchisor’s right of first refusal on any proposed transfer to a nonwith respect thereto if such Transfer (i) is in excess of twenty-Member five percent (other than a transfer to an Affiliate25%) of Common Unitssuch equity interest in any single transaction or (ii) effects a change in Control of Franchisee, Series A Special Units or Series B Special Units.unless the transferee is one of the Designated Equity Holders (identified in part 7 of Exhibit D hereto). Franchisor’s said right of first refusal may be exercised in the following manner: (b) If Franchisee or such Equity Holder shall serve upon Franchisor a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice setting forth (a “Disposition Notice”i) thereof to the other Members. The Disposition Notice shall set forth the following information in respect all of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of any offer or agreement relating to a proposed Transfer by such person, or all terms and conditions of any proposed Transfer arising out of, or resulting from, any judicial proceeding, arbitration or other quasi-judicial proceeding, and (ii) all available information concerning the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists proposed transferee of consideration other than cash such person. (c) Within thirty business days after Franchisor1 S receipt of such notice (or in addition to cash) the Offer Price if it shall be deemed equal to the amount of any such cash plus the fair market value request additional information, within thirty business days after receipt of such non-cash consideration. Each Member will provide written notice additional information), Franchisor shall notify the proposed transferor of its decision regarding one of the following: (i) Franchisor shall exercise of its right of first refusal as provided herein; or (ii) Franchisor grants its consent to purchase such Transfer to the proposed transferee as stated in the notice; or (iii) Franchisor shall not exercise its pro rata portion right of the Sale Units within 60 days first refusal and does not consent to such Transfer. (d) If Franchisor shall elect to exercise its right of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period first refusal, it shall be deemed to constitute a decision not to purchase the Sale Unitsequity interests or assets proposed to be Transferred on the same terms and conditions as set forth in such offer or agreement, or in the case of a proposed Transfer pursuant to a judicial proceeding, arbitration or quasi-judicial proceeding, on the same terms and conditions as set forth in the written notice set forth in subparagraph (b) above. If any Member fails Franchisor shall elect not to exercise its right of first refusal during any applicable and shall consent to such Transfer, the proposed transferor shall for a period set forth in this Section 2.11(b), it shall of 90 days be deemed free to have waived its rights with respect so Transfer to such proposed disposition of transferee upon the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member terms and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate conditions specified in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closingsaid notice. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; providedIf, however, that such delay said terms shall not exceed 90 days andbe materially changed, or if governmental approvals and waiting periods said 90-day period shall not have been obtained or expired, as the case may be, by Franchisor shall again have such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect thereto and the proposed transferor shall again be required to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 comply with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)paragraph 10.03(a) above. (e) If the transfer Franchisor’s right of first refusal as contained herein shall in no way modify or diminish Franchisor’s right to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed withhold its consent to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableTransfer under paragraph 10.02 hereof.

Right of First Refusal. (a) Each Member hereby grants Except for a Transfer to an affiliate of Jxxx that executes a joinder and becomes a party to and bound by all of the provisions of this Agreement applicable to this Section 5 to the other Members a same extent as the members of the Mxxxxx Group, any Transfer of shares of Series A, Series B or Series C common stock of the Corporation owned by any member of the Mxxxxx Group (the “ROFR Shares”) will be subject to the right of first refusal on provisions of this Section 5 (any proposed transfer such Transfer subject to the right of first refusal provisions of this Section 5 is referred to as a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units“ROFR Transfer”). (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes Subject to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”Section 5(g), then such holder (prior to effecting any Transfer of ROFR Shares, the “Selling Holder”) Mxxxxx Group shall promptly give deliver written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer PriceNotice”) to Txxxx, which Offer Notice shall specify (i) the person to whom the Mxxxxx Group proposes to make such Transfer, (ii) the number or amount of ROFR Shares to be Transferred, (iii) the Offer Price (as defined below), and (iv) all other material terms and conditions of the Acquisition Proposal that are then known proposed Transfer. The Offer Notice shall constitute an irrevocable offer to Txxxx, for the period of time described below, to purchase all (but not less than all) of such ROFR Shares. (c) For purposes of this Section 5: (i) “Offer Price” shall mean the purchase price to be paid to the other Members. To Mxxxxx Group in the extent proposed transaction (it being understood and agreed that in the Proposed Transferee’s offer event that the consideration payable to the Mxxxxx Group in a proposed transaction consists of consideration other than cash (or in addition to cash) securities, the Offer Price purchase price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period securities, which fair market value shall be deemed mutually agreed by the parties acting reasonably in good faith); and (ii) “Transfer” shall mean to, directly or indirectly, sell, transfer, assign, or similarly dispose of, either voluntarily or involuntarily, or to constitute a decision not to purchase the Sale Units. If enter into any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)contract, it shall be deemed to have waived its rights option or other arrangement or understanding with respect to such proposed the sale, transfer, assignment, or similar disposition of, any shares of common stock of the Sale Units, but not with respect to Corporation beneficially owned by such person or any future offer interest in any shares of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase common stock of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice Corporation beneficially owned by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsperson; provided, however, that such delay any transfer or exchange of ROFR Shares as a result of a merger, consolidation or business combination in which the Corporation is a constituent corporation shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right be a Transfer of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)ROFR Shares. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (ai) Each Member Except in the case of a transfer pursuant to Clause 10.4 below, if a Party (hereinafter the "TRANSFERRING PARTNER") desires to Transfer any or all of its participations to any person (a "THIRD PARTY"), it shall promptly give to FMCE written notice thereof. Such notice shall be accompanied by a true and complete copy of the Third Party Offer and an offer in writing from the Transferring Partner first to sell such participations to FMCE (hereinafter the "PARTNER OFFER"). FMCE shall have a thirty (30) day period to accept or reject the Partner Offer. In case of acceptance of the Partner Offer the Parties hereby grants undertake to perform any and all actions required to allow FMCE to acquire the participations included in the Partner Offer, including, without limitation waiving any first refusal right to which, pursuant to Spanish law or FMCS's by-laws, they might be entitled. Should FMCE reject the Partner Offer, it shall give written notice of such rejection to the other Members a right Transferring Partner and to FMCS so that the Transferring Partner may offer the Partner Offer to the rest of first refusal on any proposed transfer the Parties, including FMCE, in proportion to a non-Member (other than a transfer to an Affiliate) their stake in the capital of Common Units, Series A Special Units or Series B Special UnitsFMCS. (bii) FMCS shall immediately inform the rest of the Parties of the Partner Offer and the rest of the Parties may accept, in proportion to their stake in FMCS, or reject the Partner Offer within thirty (30) days from the receipt thereof. If the Partner Offer is not accepted by a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof in writing delivered to the other Members. The Disposition Notice shall set forth Transferring Partner within the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)aforementioned period, it shall be deemed to have waived its rights with respect to such proposed disposition been rejected, in which case the Transferring Partner shall inform in writing the rest of the Sale Units, but not with respect Parties who have accepted the Partner Offer who shall have the right to any future offer accept to increase the amount of Units. (c) If a Member chooses participations to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid they were entitled by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title another notice in writing delivered to the Sale Units; and Transferring Partner within a new thirty (iii30) unless otherwise agreed by day period from receipt of such notice from the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Transferring Partner. (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants Without limiting the generality of the undertakings pursuant to Section 7.3 above and without in any way limiting or impairing any right or ability on the part of Avista to argue that the transactions that are the subject of this Agreement are not subject to the other Members a right of first refusal on any proposed transfer in Section 24 of the Ownership and Operation Agreement, Avista shall use its Commercially Reasonable Efforts to: (a) within five (5) Business Days of the date hereof, provide notice to a non-Member each Owner and Project User (other than a transfer including NorthWestern), in substantially the form attached hereto as Exhibit H, regarding the execution by Avista and NorthWestern of this Agreement and the purported rights of first refusal of each Owner and Project User (including NorthWestern) under Section 24 of the Ownership and Operation Agreement with respect to an Affiliate) the transactions that are the subject of Common Unitsthis Agreement, Series A Special Units or Series B Special Units. and (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information keep NorthWestern reasonably informed in respect of the proposed transfer: the name status and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount substance of any discussions between Avista and any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights Owner or Project User with respect to such proposed disposition rights of the Sale Unitsfirst refusal, but not with respect including by providing copies of all relevant correspondence to NorthWestern. Avista shall immediately notify NorthWestern if at any future offer time any Project User or Owner shall exercise or indicate its intent to exercise any such right of Units. (c) If a Member chooses first refusal. NorthWestern intends to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in transactions that are the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under subject of this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer Agreement to the Proposed Transferee is not consummated fullest extent permitted by Section 24 of the Ownership and Operation Agreement. In the event that one or more Project Users or Owners (other than NorthWestern) exercises such right of first refusal (each such Project User or Owner (other than NorthWestern) that exercises such right of first refusal, an “Additional Project User”), Avista shall, upon the completion of such right of first refusal process in accordance with the terms provisions of Section 24(f) of the Ownership and Operation Agreement, require that each such Additional Project User enter into a Colstrip Units 3&4 Interests Abandonment and Acquisition Proposal within Agreement with Avista on terms and conditions substantially identical (with only such changes as are required to take account of such Additional Project User’s Allocated Share and any differences in the later regulatory status of (Asuch Additional Project User) 90 days after to the later terms and conditions of this Agreement and providing for the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapseabandonment by Avista, and the Selling Holder may not transfer any acquisition by such Additional Project User, of a proportionate share of the Sale Avista Colstrip Units described 3&4 Interests as determined in the Disposition Notice without complying again accordance with the provisions of Section 24(f) of the Ownership and Operation Agreement (such proportionate share, calculated on the basis that NorthWestern exercises its full right of first refusal under Section 24(f) thereof and expressed as a percentage interest, an “Allocated Share”), and the Parties shall amend this Agreement, including the definition of the Avista Colstrip Units 3&4 Interests under this Agreement, accordingly. In the event of the occurrence of the Closing under this Agreement and the occurrence of the closings under any such abandonment and acquisition agreements between Avista and any such Additional Project Users, NorthWestern and each such Additional Project User shall acquire, and Avista shall transfer to NorthWestern and each such Additional Project User, the Allocated Share of NorthWestern and each such Additional Project User, as applicable. If the closing under any such abandonment and acquisition agreement between Avista and any such Additional Project User shall fail to occur, NorthWestern shall be entitled to acquire, on the terms and conditions of this Agreement, the Allocated Share of such Additional Project User, and Avista and NorthWestern shall amend this Agreement, or enter into a new agreement on substantially the same terms and conditions as those of this Agreement, as necessary and appropriate to provide for the abandonment by Avista and the acquisition by NorthWestern of such Allocated Share. (b) Avista covenants and agrees that it will not exercise any rights of first refusal that it may have under Section 2.11 if 24 of the Ownership and Operation Agreement with respect to any proposed acquisition by NorthWestern of any of the extent then applicableinterests of any other Owner and Project User in Colstrip Unit 3 or Colstrip Unit 4.

Right of First Refusal. If the period described in Section 3.14 expires without an agreement being reached as to the purchase of the Membership interest referred to therein, the Member desiring to transfer his, her or its Membership Interest may solicit transferees. In such event, each time a Member proposed to transfer all or any part of his, her or its Membership interest, such Member shall first offer such Membership Interest to the Company and the non-transferring Members in accordance with the following provisions: (a) Each Such Member hereby grants shall deliver a written notice ("Option Notice") to the Company and the other Members a right stating (i) such Member's bona fide intention to transfer such Membership interest, (ii) the Membership Interest to be transferred, (iii) the purchase price and terms of first refusal on any proposed transfer to a non-payment for which the Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer such Membership Interest and (other than a transfer to an Affiliateiv) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror proposed transferee. (b) Within thirty (30) days after receipt of the “Proposed Transferee”)Option Notice, the Units subject Company shall have the right, but not the obligation, to elect to purchase all or any part of the Acquisition Proposal (Membership Interest upon the “Sale Units”)price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, the purchase price offered by such Proposed Transferee (Company may elect to pay the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than in cash (or in addition to cash) the Offer Price shall be deemed equal to the amount good faith estimate of any such cash plus the present fair market value of such the non-cash considerationconsideration offered as determined by the Manager. Each Member will provide If the Company exercises such right within such thirty (30) day period, the Manager shall give written notice of its decision regarding that fact to the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30transferring and non-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Unitstransferring Members. (c) If a Member chooses the Company fails to exercise its right of first refusal elect to purchase the Sale Units under Section 2.11(bentire Membership Interest proposed to be transferred within the thirty (30) day period described in Paragraph 3.14(b), the non-transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Interest upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the noncash consideration offered as determined by the Manager. Within sixty (60) days after receipt of the Option Notice, each non-transferring Member shall notify the Manager in writing of his, her or its desire to purchase a portion of the Membership Interest proposed to be so transferred. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Membership Interest which may be so transferred. Each Member so electing to purchase shall be entitled to purchase a portion of such Membership Interest in the same proportion that the Percentage Interest of such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title bears to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase aggregate of the Sale Units shall occur no later than 60 days following receipt by Percentage Interests of all of the Selling Holder of written notice by such Members electing to so purchase the Membership Interest being transferred. In the event any Member of its intention to exercise its option elects to purchase none or less than all of his, her or its pro rata share of such Membership Interest, then the Sale Units pursuant other Members can elect to Section 2.11 (b)purchase more than their pro rata share. (d) The Selling Holder If the Company and the exercising Member shall cooperate other Members elect to purchase or obtain any or all of the Membership Interest designated in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th dayOption Notice, then the closing of such purchase shall occur within the ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be deemed reasonably required to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to consummate such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)purchase. (e) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Interest designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Interest described in the Option Notice not so purchased, to the Proposed Transferee proposed transferee, providing such transfer (i) is not consummated in accordance with the terms of the Acquisition Proposal completed within the later of thirty (A30) 90 days after the later expiration of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, Company's and the Selling Holder may not transfer any other Members' right to purchase such Membership Interest, (ii) complies with Paragraphs 3.10, 3.11, 3.12 and 3.13 relating to unanimous consent of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if Managers who are Members, securities and to the extent then applicabletax requirements.

Right of First Refusal. (a) Each Member hereby grants Upon the termination of an Option with respect to any Project and continuing until (i) in the case of any Project for which Renova holds all or a majority of the equity interests, the three (3) year anniversary of Commercial Operation for such Project or (ii) in the case of any Project for which Renova holds a minority of the equity interests, the two (2) year anniversary of acquisition of such minority equity interest (the “ROFR Period” and, such Project, the “ROFR Project”), EMYC shall have a right (subject to any transfer rights the other Members a right shareholders of such Projects may have) of first refusal to acquire the Project Assets or the Project Company Shares of such Project on any proposed transfer to a non-Member the following terms and conditions (other than a transfer to an Affiliate) the “Right of Common Units, Series A Special Units or Series B Special UnitsFirst Refusal”). (b) If a Common Unit Holder, Series A Holder Prior to Renova or Series B Holder proposes to transfer its Affiliates (other than a transfer to an Affiliateincluding any Project Company) any of its Units selling or otherwise transferring to any non-Member pursuant to Person that is not an Affiliate of Renova (a bona fide third-party offer (an “Acquisition ProposalTransferee”)) the Project Assets or Project Company Shares of the ROFR Project, then such holder Renova shall deliver a written notice (the “Selling Holder”) shall promptly give written notice (a “Disposition ROFR Notice”) thereof to the other MembersEMYC and shall offer to sell such Project Assets or Project Company Shares to EMYC on terms and conditions, including price, not less favorable to EMYC than those on which such Transferee has agreed in writing to acquire such Project Company Shares or Project Assets. The Disposition ROFR Notice shall set forth disclose in reasonable detail the following information in respect identity of the proposed transfer: the name and address of the prospective acquiror (the “Proposed such Transferee”), the Units subject specific Project Assets or Project Company Shares to be transferred and the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known proposed transfer. (c) EMYC may elect to purchase the other Members. To Project Assets or Project Company Shares subject to a ROFR Notice upon the extent same terms and conditions as those set forth in the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide ROFR Notice by delivering a written notice of its decision regarding the exercise of its right of first refusal such election to purchase its pro rata portion of the Sale Units Renova within 60 forty-five (45) days of its after receipt of the Disposition ROFR Notice (the “ROFR Acceptance DeadlineExercise Notice”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that the form of consideration payable by EMYC in any such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members transaction shall be deemed to have waived their right an amount of first refusal with respect TERG Common Stock equal to the Sale Units described quotient obtained by dividing (i) the price for the purchase of such Project Assets or Project Company as set forth in the Disposition Notice definitive agreement for such transaction by (ii) the Weighted Average Price for the thirty (30) Trading Days immediately preceding the closing date of such transaction (rounded down to the nearest whole share), to be issued to Renova. (d) Upon Renova’s receipt of a ROFR Exercise Notice, Renova and thereafter neither EMYC shall consummate the Selling Holder nor transfer of the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)applicable ROFR Project within sixty (60) days on the terms and conditions set forth in the ROFR Notice. (e) If EMYC does not deliver a ROFR Exercise Notice within the forty-five (45) day period described in Section 2.1(c) above, Renova may, for a period of three hundred sixty (360) days following expiration of such period, transfer the ROFR Project to the Proposed Transferee any Person that is not consummated an Affiliate of Renova at a price and on terms no more favorable to such Transferee than those specified in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance DeadlineNotice. If the ROFR Project is not transferred within such three hundred sixty (360)-day period, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall it will again be deemed subject to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable2.2 in connection with any subsequent Transfer.

Right of First Refusal. (a) Each Member hereby grants Notwithstanding anything to the other Members a right of first refusal on any proposed transfer contrary contained herein but subject to Section 3.9(h), prior to a non-Qualified IPO, the Minority Member and its Permitted Transferees (other than each a transfer “Selling Member”) shall not Transfer their LLC Units pursuant to an AffiliateSection 3.1(a)(iv)(B)(2) of Common Units, Series A Special Units or Series B Special Unitsunless such Selling Members have first complied with this Section 3.9. (b) If In the event that a Common Unit HolderSelling Member intends to Transfer LLC Units or IPO Units, Series A Holder or Series B Holder proposes as the case may be, such Selling Member shall deliver to transfer (other than a transfer to EFH, so long as it has an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder indirect interest in the Company and thereafter Parent (the “Selling HolderROFR Party”) shall promptly give written notice of its intention to Transfer LLC Units or IPO Units, as the case may be, (a the “Disposition NoticeNotice of Intention to Sell”) thereof to and the other Members. The Disposition Notice shall set forth the following information in respect terms and conditions of the proposed transfer: Transfer, which notice shall state (i) the name and address number of LLC Units or IPO Units, as the prospective acquiror case may be, to be Transferred (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Offered Units”), (ii) the purchase price offered by such Proposed therefor, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iii) the identity of the proposed Transferee and (the “Offer Price”iv) and all any other material terms and conditions of the Acquisition Proposal that are then known proposed Transfer, including the proposed Transfer date (which date may not be less than twenty (20) days after delivery of the Notice of Intention to Sell). The Notice of Intention to Sell shall be accompanied by a written offer (the “Inside Offer”) irrevocable for ten (10) Business Days from its receipt to sell or otherwise Transfer to the other Members. To ROFR Party or its designee, for a price in cash determined in accordance with Section 3.9(e), all, but not less than all, of the extent Offered Units, on the Proposed Transferee’s offer consists same terms and conditions as set forth in the Notice of consideration other than cash Intention to Sell. (c) If the ROFR Party chooses to exercise its rights hereunder (or in addition to cashhave a designee exercise such rights) and accept the Offer Price Inside Offer, it shall be deemed equal give written notice to the amount of any such cash plus Selling Member and to the fair market value of such non-cash consideration. Each Member will provide written notice of Company stating that the ROFR Party or its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice designee, as applicable (the “ROFR Acceptance DeadlinePurchaser”) desires to purchase all of the Offered Units and shall specify a date of closing, which date shall not be later than thirty (30) days after the receipt of such notice by the Selling Member; provided, that such date of closing shall be extended to the extent necessary to obtain any required regulatory approvals (but in no event shall such date be greater than 180 days after the date specified in such notice to the Selling Member and the Company). Failure to provide If the ROFR Party does not give such written notice within such 30-day the ten (10) Business Day period shall be deemed to constitute a decision not to purchase specified in Section 3.9(b), the Sale Units. If any Member fails to exercise its right of first refusal during ROFR Party (and any applicable period set forth in this Section 2.11(b), it designee) shall be deemed to have waived all of its rights under this Section 3.9 with respect to such the proposed disposition Transfer of the Sale Units, but not with respect to any future offer of LLC Units or IPO Units. (cd) If the ROFR Party does not accept the Inside Offer (on its own behalf or on behalf of a designee) or is deemed to have waived its rights pursuant to Section 3.9(c) or payment for the Offered Units is not made by the ROFR Purchaser in accordance with Sections 3.9(e) and 3.9(f) hereof, the Selling Member may Transfer such Offered Units to the bona fide third-party purchaser identified in the Notice of Intention to Sell, during the sixty (60) day period immediately following the later of expiration of the Inside Offer and, if the ROFR Party (whether on its own behalf or that of a designee) duly accepted the Inside Offer, the time of payment for the Offered Units. Any Offered Units not purchased pursuant to the Inside Offer or by such third-party purchaser within the time periods specified herein shall again become subject to all of the terms and conditions of this Section 3.9 and may not thereafter be Transferred except in accordance therewith. (e) The purchase price applicable to the ROFR Purchaser for the Offered Units shall be an amount equal to 100% of the cash purchase price and 100% of the Fair Market Value of any non-cash consideration on a per unit basis set forth in the Notice of Intention to Sell. Notwithstanding anything to the contrary in this Section 3.9, the time periods applicable to the election by the ROFR Party to purchase (or allow its designee to purchase) the Offered Units set forth in clause (b) of this Section 3.9 shall not be deemed to commence until a determination of Fair Market Value of any non-cash consideration pursuant to the definition thereof has been made. (f) If the ROFR Party (whether on its own behalf or that of a designee) chooses to exercise its right of first refusal to purchase (or allow its designee to purchase) all of the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Offered Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for ROFR Purchaser will purchase such Offered Units on substantially the purchase same terms and with the same method of payment as is specified in the Sale Units shall occur no later than 60 days following receipt by the Selling Holder Notice of written notice by such Member of its intention Intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsSell; provided, however, that such delay if the method or payment set forth in the Notice of Intention to Sell consists of property other than cash, then the ROFR Purchaser shall not exceed 90 days andbe entitled to pay the purchase price in a sum of cash as determined in accordance with Section 3.9(e). (g) At the closing of the purchase, if governmental approvals and waiting periods the ROFR Purchaser shall not have been obtained make payment as described in Section 3.9(f) against delivery by the Selling Member of the LLC Units or expiredIPO Units, as the case may be, and in the event that the LLC Units or IPO Units, as the case may be, are certificated, delivery of such certificates duly endorsed or accompanied by a duly executed transfer form. The ROFR Purchaser may reasonably require waivers of any tax liens or other liens or encumbrances, representations and warranties or evidence of good title to the LLC Units or IPO Units, as the case may be, to be sold, or evidence of the authority of any legal representatives, before tendering payment for the LLC Units or IPO Units, as the case may be, to be purchased. (h) Notwithstanding anything herein to the contrary, but subject to Section 3.4, in circumstances where (x) the ROFR Party (whether on its own behalf or that of a designee) chooses to exercise its right to purchase (or allow its designee to purchase) all of the Offered Units pursuant to this Section 3.9; and (y) the terms and conditions of the proposed Transfer pursuant to Section 3.1(a)(iv)(B)(2), as described in the Notice of Intention to Sell, involve the Transfer of all of the membership interests in or equity securities of the Selling Member or any of its Affiliates and/or shareholder debt owed to such 90th dayAffiliates or their direct or indirect securityholders (collectively, the “ROFR Transferred Interests”) in lieu of the Transfer by the Selling Member of LLC Units or IPO Units, as the case may be, then the Members Selling Member shall be deemed have the option, in lieu of Transferring such LLC Units or IPO Units, as the case may be, to have waived their right the ROFR Purchaser, to instead offer to sell to the ROFR Party and its designees the ROFR Transferred Interests on the same terms and conditions as set forth in the Notice of first refusal Intention to Sell, including for greater certainty with respect to the Sale Units purchase price and any rights of indemnification; provided that in addition to any such terms, such offer shall also include for the benefit of the ROFR Purchaser protections no less favorable than those described in the Disposition Notice and thereafter neither each of clauses (A) through (H) of Section 3.7(d)(ii). If the Selling Holder nor the Members shall have any further obligation under Member intends to exercise its option contained in this Section 2.11 with respect 3.9(h), it shall notify the ROFR Party of such intention in the Notice of Intention to such Sale Units unless such Sale Units again become subject Sell delivered to this Section 2.11 EFH pursuant to Section 2.11(e3.9(b). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants The Shares acquired pursuant to the other Members a right exercise of first refusal on any proposed transfer this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to a non-Member (other than a transfer to an Affiliatecompliance with the provisions of Section 6(b) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units hereof. Prior to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)intended sale, then such holder (the “Selling Holder”) Optionee shall promptly first give written notice (a “Disposition the "Offer Notice”") thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the prospective acquiror proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Proposed Transferee”"Offered Shares"), (iv) the Units subject price for which he or she proposes to sell the Acquisition Proposal Offered Shares, and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”v) and all other material terms and conditions of the Acquisition Proposal that are then known proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to the other MembersOptionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. To Within 15 days after delivery of the extent Acceptance Notice to the Proposed Transferee’s offer consists Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion price of the Sale Units within 60 days Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of its receipt of a certificate or certificates representing the Disposition Notice (Offered Shares to be purchased, duly endorsed for transfer to the “ROFR Acceptance Deadline”Company or such nominee(s), as the case may be. Failure to provide such notice within such 30-day period Payment shall be deemed to constitute a decision not to purchase made on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period same terms as set forth in this Section 2.11(bthe Offer Notice or, at the election of the Company or its nominees(s), it by check or wire transfer of funds. if the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be deemed entitled to have waived its rights with respect to such proposed disposition sell the balance of the Sale Units, but not with respect Offered Shares to any future offer of Units. (cthe purchaser(s) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for named in the Offer Price (unless such Member Notice at the price specified in the Offer Notice or at a higher price and on the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) terms and conditions set forth in the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsOffer Notice; provided, however, that such delay shall not exceed 90 sale or other transfer must be consummated within 60 days and, if governmental approvals from the date of the Offer Notice and waiting periods shall not have been obtained any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or expired, as any portion of the case may be, by Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such 90th day, then transfer being subject to the Members shall be deemed to have waived their right of first refusal with respect set forth in this Section 7, provided that the Shares so transferred shall remain subject to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any conditions of this Agreement and no further obligation under this Section 2.11 with respect to transfer of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall Shares may be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice made without complying again with the provisions of this Section 2.11 if 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the extent then applicableterms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. (a) Each In the event that any Member hereby grants has a binding, written offer from an unrelated Person for the Transfer of its Interest other than pursuant to a Permitted Transfer and desires to accept such offer to purchase (a "Proposed Transfer"), such Member (the "Selling Member") shall deliver to the Company and the remaining Members (the "Non-Selling Members") written notice of the material terms of such offer, including the proposed purchaser thereof, the amount, nature and payment schedule of the consideration to be received, the conditions, if any, associated therewith and any other Members a right material terms of first refusal on any proposed transfer such offer (an "Offer Notice"). The Offer Notice shall constitute an irrevocable offer by the Selling Member to a non-Member sell all (other but not less than a transfer to an Affiliateall) of Common Unitsits Interest subject to the Proposed Transfer (i) first, Series A Special Units or Series B Special Unitsto the Non-Selling Members and (ii) second, if and only if at that time there are more than two (2) Members, to the Company on terms and conditions of the Proposed Transfer, except that a purchaser under this Section 12.8 shall have the right to pay cash in an amount equal to the Fair Market Value of any Non-Cash Consideration (the "Right of First Refusal"). (b) If a Common Unit HolderDuring the First Offer Period, Series A Holder each Non-Selling Member may elect to purchase all or Series B Holder proposes to transfer any portion of such Non-Selling Member's Offer Percentage (other than a transfer to an Affiliateas hereinafter defined) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units Interest subject to the Acquisition Proposal Proposed Transfer by delivering written notice of such election stating the percentage of the Interest to be purchased (an "Election Notice") to the “Sale Units”)Company and the Selling Member prior to the expiration of the First Offer Period. As used herein, a Member's Offer Percentage shall be a fraction, the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions numerator of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed which is equal to the amount Percentage Interest of any the Company held by such cash plus Member on the fair market value date of the Offer Notice and the denominator of which is the Percentage Interests held on such nondate by all Non-cash consideration. Each Selling Members (the "Offer Percentage"); provided that a Member will provide written notice of its decision regarding shall have the exercise of its right of first refusal in an Election Notice to agree to purchase its pro rata all or any portion of the Sale Units within 60 days of its receipt Interest that could be purchased by other Members; and, if one or more Members do not deliver an Election Notice or elect to purchase less than their respective Offer Percentages, then the portion of the Disposition Interest that could have been purchased by such Members shall be purchased by Members that, in an Election Notice, agreed to purchase such portion of the Interest, and each such Member shall purchase the portion of the Interest indicated in an Election Notice, unless the sum of the portions of the Interest exceeds the Interest so available for purchase, in which case the portions of the Interest shall be purchased pro rata on the basis of the proportionate amount of the Offer Percentage of such Members that deliver an Election Notice. The failure by any Non-Selling Member to deliver an Election Notice (during the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period First Offer Period shall be deemed to constitute a decision be an election by such Member not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect Interest subject to any future offer of Unitsthe Proposed Transfer. (c) If a Member chooses to exercise its right of first refusal the Non-Selling Members do not elect during the First Offer Period to purchase all of the Sale Units under Section 2.11(b)Interest subject to the Proposed Transfer, such Member and during any Second Offer Period, the Company may elect to purchase all (but not less than all) of the Interest that the Non-Selling Members did not elect to purchase during the First Offer Period by delivering an Election Notice to the Selling Holder shall enter into a purchase and sale agreement for Member prior to the Sale Units which shall include expiration of the following terms: (i) Second Offer Period. The failure by the Member will agree Company to deliver cash for an Election Notice during any Second Offer Period shall be deemed to be an election by the Offer Price (unless such Member and Company not to purchase any of the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title Interest subject to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Proposed Transfer. (d) The If the Non-Selling Holder and Members and, if applicable, the exercising Member shall cooperate in good faith in obtaining Company (either individually or collectively) do not elect to purchase all necessary governmental and other third party approvals, waivers and consents required for of the closing. Any such closing shall be delayed, Interest subject to the extent requiredProposed Transfer, until the third Business Day following Selling Member may, Transfer to the expiration purchaser named in the Offer Notice (the "Third Party Purchaser") all (but not less than all) of any required statutory waiting periodsthe Interest subject to the Proposed Transfer in accordance with the terms and conditions set forth in the Offer Notice; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor Member has not consummated the Members Transfer of such Interest within the 45 Business Day period following any Second Offer Period, all of the restrictions on Transfer contained in this Agreement shall have any further obligation under this Section 2.11 again be in effect with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)Interest. (e) If the transfer consideration for the sale of Interest pursuant to this Right of First Refusal is cash consideration, the purchase price to be paid by each of the Non-Selling Members and the Company, as applicable, shall be equal to the total consideration set forth in the Offer Notice multiplied by the percentage of such Interest being purchased by such Non-Selling Member or the Company, as applicable. If the consideration for the Proposed Transferee Transfer consists of consideration that is not consummated other than cash consideration payable in accordance with immediately available funds at the terms closing thereunder ("Non-Cash Consideration") or consists of a combination of cash consideration and Non-Cash Consideration, the purchase price shall be cash in an amount equal to the total of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirementscash consideration, if any, and the Acquisition Proposal Fair Market Value of the Non-Cash Consideration as determined in accordance with Section 12.9 hereof. (f) The purchase and sale of Interest pursuant to this Right of First Refusal shall be deemed consummated at a closing that shall occur at the principal business office of the Company within 20 Business Days following the expiration of the relevant Offer Period, or at such other place or time as may be mutually acceptable to lapsethe parties. At such closing, and the Selling Holder may not transfer any Member shall deliver a certificate or other instrument representing the Interest being purchased, free and clear of the Sale Units described in the Disposition Notice without complying again with the provisions all liens, claims, encumbrances (other than as a result of this Section 2.11 if Agreement) and defects in title and duly endorsed for Transfer to the extent then applicableappropriate purchaser and, in exchange therefor, the purchaser of such Interest shall pay the purchase price, as provided in Section 12.8(e) hereof, at such closing by bank wire transfer of immediately available funds to a bank account designated in writing by the Selling Member at least three Business Days prior to such closing.

Right of First Refusal. (a) Each Member hereby grants The Purchased Shares, as defined above, acquired pursuant to the other Members a right exercise of first refusal on any proposed transfer this Option may be sold by the Optionee only in compliance with the provisions of this Section 10, and subject in all cases to a non-Member (other than a transfer to an Affiliatecompliance with the provisions of Section 6(b) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units hereof. Prior to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”)intended sale, then such holder (the “Selling Holder”) Optionee shall promptly first give written notice (a “Disposition the "Offer Notice”") thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: ------------ Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the prospective acquiror proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Proposed Transferee”"Offered Shares"), (iv) the Units subject price for which he or she proposes to sell the Acquisition Proposal -------------- Offered Shares, and (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”v) and all other material terms and conditions of the Acquisition Proposal proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to ----------------- the Optionee specifying the number of Offered Shares that are then known the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the other Members. To Optionee, the extent Company and/or its nominee(s) shall deliver to the Proposed Transferee’s offer consists of consideration other than cash (or Optionee a check in addition to cash) the Offer Price shall be deemed equal to the amount of any the purchase price of the Offered Shares to be purchased pursuant to this Section 10, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such cash plus nominee(s), as the fair market value of such non-cash considerationcase may be. Each Member will provide written notice of If the Company and/or its decision regarding the exercise of its right of first refusal nominee(s) do not elect to purchase its pro rata portion all of the Sale Units within 60 days of its receipt Offered Shares, the Optionee shall be entitled to sell the balance of the Disposition Offered Shares to the purchaser(s) named in the Offer Notice (at the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute price specified in the Offer Notice or at a decision not to purchase higher price and on the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period terms and conditions set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such MemberNotice, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 sale or other transfer must be consummated within sixty (60) days and, if governmental approvals from the date of the Offer Notice and waiting periods shall not have been obtained any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in this Section 10. (c) The Optionee may transfer all or expired, as any portion of the case may be, by Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such 90th day, then transfer being subject to the Members shall be deemed to have waived their right of first refusal with respect set forth in this Section 10, provided that the Shares so transferred shall remain subject to the Sale Units described in the Disposition Notice terms and thereafter neither the Selling Holder nor the Members shall have any conditions of this Agreement and no further obligation under this Section 2.11 with respect to transfer of such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall Shares may be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice made without complying again with the provisions of this Section 2.11 if 10. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 10, shall hold the Shares subject to the extent then applicableterms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 10. (e) All stock certificates evidencing the Shares shall be imprinted with a legend substantially as follows: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTION AGAINST TRANSFER, INCLUDING A RIGHT OF REPURCHASE AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION, AS SET FORTH IN A STOCK OPTION AGREEMENT DATED (Date). TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION." (f) The rights provided the Company and its nominee(s) under this Section 10 shall terminate upon the closing of the initial public offering of shares of the Company's Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended.

Right of First Refusal. (ai) Each Member hereby grants Subject to the restrictions on Transfer set forth in Section 9.1, in the event a Class B Unitholder is permitted and desires to sell all, but not less than all, of the Class B Common Units then held thereby, such Class B Unitholder shall, at least 30 calendar days prior to engaging in any process or discussions with any potential acquirers thereof, notify the Board and Class A Unitholders in writing thereof and provide the Class A Unitholders the opportunity to purchase such Class B Common Units at a price and on other Members a right terms and conditions mutually agreeable to such Class A Unitholders, such Class B Unitholders and the Board. The number of first refusal on any proposed transfer Class B Common Units purchased by each Class A Unitholder that elects to a non-Member participate in such sale shall be equal to the product of (other than a transfer i) the number of Class B Common Units subject to an Affiliatesuch sale and (ii) the quotient of (A) the number of Class A Units held by such Class A Unitholder and (B) the total number of Class A Units held by all of the Class A Unitholders electing purchase Class B Common Units, Series A Special Units or Series B Special Unitsin such sale. (bii) If a Common Unit Holder, Series In the event that (A) the Class A Holder or Series B Holder proposes Unitholders decline to transfer (other than a transfer to an Affiliate) purchase any of its such Class B Unitholder’s Class B Common Units or (B) such Class B Unitholder and the Class A Unitholders are unable to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the agree upon price or other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of such purchase, such Class B Unitholder may, in accordance with the Acquisition Proposal procedures and subject to the conditions provided by the Board to such Class B Unitholder in respect thereof, discuss with Qualified Purchasers the sale of such Class B Unitholder’s Class B Common Units; provided that are prior to consummating any sale of Class B Common Units, such Class B Unitholder shall provide the Board with a summary of the key terms and conditions upon which a Qualified Purchaser has irrevocably agreed, subject to this Section 9.2(a)(ii), to purchase all of such Class B Unitholder’s Class B Common Units. The Class A Unitholders may elect to purchase such Class B Unitholder’s Class B Common Units at such price and on and subject to such other terms and conditions. The number of Class B Common Units purchased by each Class A Unitholder that elects to participate in such sale shall be equal to the product of (i) the number of Class B Common Units subject to such sale and (ii) the quotient of (A) the number of Class A Units held by such Class A Unitholder and (B) the total number of Class A Units held by all of the Class A Unitholders electing purchase Class B Common Units in such sale. If, and only if, the Class A Unitholders decline to purchase any of such Class B Unitholder’s Class B Common Units, then known such Class B Unitholder may sell all, but not less than all, of such Class B Unitholder’s remaining Class B Common Units to such Qualified Purchaser, subject to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period terms and conditions set forth in this Section 2.11(b)Agreement, it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree provided that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 9.2(b) shall apply to such selling Class B Unitholder mutatis mutandis as if and to the extent then applicablesuch Class B Unitholder were a Class A Unitholder.

Right of First Refusal. (ai) Each Member hereby grants If any Xxxxxx Partner (a “Xxxxxx Selling Partner”) proposes to the other Members a right of first refusal on transfer any proposed transfer Partnership Interests to a non-Member any Person (other than a transfer to an Affiliateas provided in Section 9.4(b)(i), (ii), (iii) of Common Units, Series A Special Units or Series B Special Units. (biv)) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party written offer to purchase such Partnership Interests (an a “Acquisition ProposalBona Fide Offer”), then such holder (Xxxxxx Selling Partner shall first give to the “Selling Holder”) shall promptly give Partnership and to the GPC Partners a written notice (a “Disposition Notice of Sale”) setting forth in reasonable detail the terms and conditions under which the Xxxxxx Selling Partner proposes to sell such Partnership Units pursuant to the Bona Fide Offer. (ii) Upon receipt of a Notice of Sale from a Xxxxxx Selling Partner, the Partnership shall have the right, exercisable upon written notice to the Xxxxxx Selling Partner and the GPC Partners within 30 days after the date of the Notice of Sale, to elect to purchase, directly or through a designee, all or a portion (subject to (iv) below) of the Partnership Units proposed to be sold by the Xxxxxx Selling Partner at a purchase price equal to the purchase price per unit specified in the Notice of Sale (the “Specified Price”). Such notice shall state the percentage of Partnership Units to be purchased by the Partnership and that the Partnership shall purchase such Partnership Interests within 60 days of the date of receipt of the Notice of Sale. (iii) In the event that the Partnership shall elect not to purchase, or direct to an assignee the purchase of, all of the Partnership Interests subject to the Notice of Sale, the Partnership shall so notify the GPC Partners in writing (the “Partnership Notice”) thereof within 30 days after the date of the Notice of Sale. In such event, any GPC Partner shall have the right, exercisable upon written notice to the other Members. The Disposition Notice shall set forth the following information in respect Xxxxxx Selling Partner within 20 days after receipt of the Partnership Notice, to elect to purchase any or all Partnership Interests not purchased by the Partnership that are proposed transfer: to be sold by the name and address of Xxxxxx Selling Partner at the prospective acquiror Specified Price (the “Proposed TransfereePurchasing Partner”). Such notice shall state the percentage of Partnership Interests to be purchased by the Purchasing Partner and that the Purchasing Partner shall purchase such Partnership Interests within 60 days of the date of receipt of the Partnership Notice. (iv) If the Partnership and the GPC Partners do not exercise their purchase rights in the manner and within the time periods provided in this Section 9.4(a) with respect to all of the Partnership Interests offered in the Notice of Sale, the Xxxxxx Selling Partner may sell all, but not less than all, of the Partnership Units subject to the Acquisition Proposal (Notice of Sale to any Person, for not less than the “Sale Units”), Specified Price and upon the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall the Notice of Sale. Any such sale must be deemed to have waived its rights with respect to such proposed disposition consummated within 120 days of the Sale Units, but not with respect to any future offer date of Unitsthe Notice of Sale. (cv) If a Member chooses Any Partnership Units not sold pursuant to exercise its right the provisions of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: paragraphs (i) the Member will agree to deliver cash for the Offer Price through (unless such Member and the Selling Holder agree that consideration will iv) above shall again be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title subject to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder restrictions contained in this Agreement and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days andthereafter be transferred, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal except in compliance with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)Agreement. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. A. Notwithstanding the consent of the Partners under Sections 7.01 and 7.02 hereof (a) Each Member hereby grants or the absence of a need for consent under Section 7.01(C)), no Partner may transfer or assign its partnership interest herein, or any part thereof, unless such interest shall first be offered to the other Members Partners for a right period of first refusal on any proposed transfer thirty (30) days at a price (the "Refusal Right Purchase Price") equal to a non-Member (other than a transfer that offered to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member the selling Partner pursuant to a bona fide third-party offer arrived at upon arm's length dealing, the terms of which and the identity of the offeror having been disclosed to all of the Partners. If any Partner or Partners elect to exercise the right of first refusal granted hereby, they collectively must accept all of the interest being offered. If more than one Partner elects to accept all of the interest being offered, such interest shall be allocated according to the ratio of the respective Participation Percentages of the accepting Partners. If the offering Partner has not received written acceptance of its offer within such thirty (an “Acquisition Proposal”)30) day period, it shall then such holder (be free, subject to the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof provisions of this Article VII, to dispose of the interest offered to the other Members. The Disposition Notice shall set forth Partners on the following information in respect terms of the proposed transfer: bona fide offer and to the name offeror previously disclosed to the Partners. If the offering Partner fails to do so within one hundred twenty (120) days, following expiration of such 30-day period, the first refusal procedure established by this Section 7.07 shall be reinstated. B. The Refusal Right Purchase Price payable hereunder, in the event one or more Partners elects to exercise the right of first refusal granted hereby, shall be payable in the manner and address on the terms of the prospective acquiror (third party offer, except that such Partner may elect to pay cash in the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) same amount as and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount lieu of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice . C. The provisions of its decision regarding this Section 7.07 shall not apply to (i) any transfer occurring by operation of law as a result of the incompetency or incapacity of a Partner; or (ii) any transfer occurring by operation of law or by bequest as a result of the death of a Partner; or (iii) any transfer occurring by reason of the exercise of or a closing under the calls described in Section 7.06. above; or (iv) any transfers permitted by Section 7.01(B); but the provisions of this Section 7.07 shall in all cases be subject to the prohibitions, consents and approvals and other conditions required by Sections 7.01 and 7.02 hereof. D. Notwithstanding anything set forth in subsection A hereof, in the event the selling Partner proposes to transfer or assign its partnership interest pursuant to Section 7.01(C) hereof, the offering Partner shall give the other Partners ninety (90) days prior written notice rather than thirty (30) days provided above, and if the right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Memberis exercised, the closing date for exercising Partner shall have a period of two hundred seventy (270) days within which to close the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsacquisition; provided, however, that in the event of a Tax Staggered Transfer as required by Section 7.01(C), the exercising Partner shall have such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, additional period of time as the case may be, by such 90th day, then the Members shall be deemed necessary to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to make such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)event a Tax Staggered Transfer. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants In the event that at any time Xxxxxx shall elect to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Unitsconvey, Series A Special Units sell, or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer hereinafter “Transfer”) Tract 2, or any portion thereof (Tract 2 and any portion thereof being herein referred to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (as an “Acquisition ProposalOffered Tract”), then such holder (the “Selling Holder”) Wal-Mart shall promptly give written notice (have a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion all of Xxxxxx’x interest in such Offered Tract in accordance with the procedures hereinafter set forth. Prior to Xxxxxx entering into a purchase agreement or any other agreement whereby Xxxxxx would effectuate a Transfer (a “Proposed Purchase Agreement”) for any Offered Tract, Xxxxxx shall submit a complete copy of the Sale Units within 60 Proposed Purchase Agreement to Wal-Mart. Wal-Mart shall have sixty (60) days (“Option Period”) from the date of its Wal-Mart’s receipt of the Disposition Notice Proposed Purchase Agreement in which to notify Xxxxxx of Wal Mart’s election, in Wal-Mart’s sole discretion, to (i) purchase all of Xxxxxx’x interest in the “ROFR Acceptance Deadline”)Offered Tract substantially in accordance with the terms and conditions of the Proposed Purchase Agreement, or (ii) not purchase the Offered Tract. Failure In the event Wal-Mart elects (ii) above, or fails to provide such notice notify Xxxxxx of Wal-Mart’s election under (i) or (ii) above prior to the expiration of the Option Period, Xxxxxx shall have the right to sell the Offered Tract upon the terms and conditions set forth in the Proposed Purchase Agreement to the purchaser designated therein, provided in the event Xxxxxx fails to consummate said sale within such 30one hundred eighty (180) days after Wal-day period shall be Mart’s election under (ii) above, or deemed to constitute a decision election not to purchase the Offered Tract (the “Permitted Sale Units. If any Member fails to exercise its Period”), then Wal-Mart’s right of first refusal during any applicable period set forth shall continue to apply in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not full force and effect with respect to any future offer proposed or pending Transfer of Units. the Offered Tract. Upon the consummation of the Proposed Purchase Agreement between Xxxxxx and the prospective purchaser (cor its assigns or designees) If a Member chooses to exercise its within the Permitted Sale Period, Wal-Mart’s right of first refusal shall terminate as to such Offered Tract. Notwithstanding the foregoing, in the event a Transfer is a deemed Transfer based on a lease of an Offered Tract for a term greater than ten (10) years as set forth below, Wal-Mart’s right of first refusal shall not terminate, but shall continue on the terms and conditions set forth herein regarding any future Transfer of the Offered Tract, or portion thereof. In the event Wal-Mart shall elect to purchase the Sale Units Offered Tract under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title above, then subject to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Memberprovisions of this Section, the closing date for Wal-Mart shall consummate the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated Offered Tract substantially in accordance with the terms of the Acquisition Proposal within Proposed Purchase Agreement, and Xxxxxx shall convey the later of Offered Tract to Wal-Mart or Wal-Mart’s designee in the manner set forth in the Proposed Purchase Agreement, provided (Aa) 90 days after the later of the ROFR Acceptance Deadlinein no event shall Wal-Mart be required to close in less than ninety (90) days, and (Bb) 10 days after Wal-Mart shall have a due diligence period of no less than sixty (60) days, following execution of an agreement of purchase and sale regarding an Offered Tract. Notwithstanding any terms or conditions to the satisfaction contrary herein, any proposed lease of all governmental approval Tract 2 for a term, including option terms, equal to or filing requirements, if any, the Acquisition Proposal greater than an aggregate total of ten (10) years shall be deemed a Transfer of Tract 2 and subject to lapsethe right of first refusal of Wal-Mart herein, provided the purchase price shall be the fair market value of the Offered Tract, as reasonably determined by Wal-Mart and Xxxxxx, and the Selling Holder may not transfer any terms and conditions of the Sale Units described agreement of purchase and sale shall be such as reasonably agreed upon by the parties consistent with the terms and conditions in the Disposition Notice without complying again previous sentence. Notwithstanding the immediately preceding sentence, any sale-leaseback transaction involving Tract 2, irrespective of form, that is not part of a Permitted Transfer, as defined below, and which complies with the provisions requirements for recognition as a capital lease or financing lease under Generally Accepted Accounting Principles, shall not trigger Wal-Mart’s first refusal rights hereunder; provided that in such event, such first refusal rights shall not be impaired and shall continue notwithstanding such sale- leaseback transaction as to a Transfer of the leasehold interest of Xxxxxx to any party which is not an Affiliate of Xxxxxx. Any attempted Transfer of Tract 2 in violation of this Section 2.11 if and to the extent then applicable10 shall be void. The term “Affiliate as used herein shall mean any entity which is directly or indirectly controlled by Xxxxxx or Xxxxxx Oil Corporation.

Right of First Refusal. (a) Each Member hereby grants to the other Members If at any time any holder of Units (a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) proposes to effect a Transfer of any Units to any third party, then the Selling Holder shall promptly give deliver a written notice (a the “Disposition Sale Notice”) thereof to the other Members. The Disposition Notice shall set forth LLC and to WFCF (i) the following information in respect Selling Holder’s bona fide intention to effect a Transfer of Units, (ii) the proposed transfer: number of Units to be sold or transferred (the “Offered Units”), (iii) the price per Unit (the “Offered Price”) and terms for which the Selling Holder proposes to Transfer such Units, and (iv) to the extent known, the name and address of the prospective acquiror proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the number of Units on the stated price and terms. The LLC, upon the request of the Selling Holder, will provide the address of WFCF. (b) For a period of twenty (20) days (the “Proposed TransfereeLLC ROFR Exercise Period”) after the date on which the Sale Notice is delivered to the LLC pursuant to Section 6.6(a), WFCF shall have the right to purchase all or any portion of the Offered Units on the terms and conditions set forth in this Section 6.6. WFCF shall have the right, exercisable upon written notice to the Selling Holder (a “Participating Holder Notice”) within ten (10) days after receipt of the Sale Notice, to purchase the Offered Units, or any portion thereof, subject to the Acquisition Proposal (Sale Notice and on the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material same terms and conditions set forth therein. (c) The purchase price for the Offered Units to be purchased by WFCF exercising its rights of first refusal under this Agreement will be the Acquisition Proposal that are then known to Offered Price, and will be payable as set forth in Section 6.6(d). If the other Members. To the extent the Proposed Transferee’s offer consists of Offered Price includes consideration other than cash, the cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market equivalent value of such the non-cash consideration. Each Member consideration will provide written notice of its decision regarding be determined by the exercise of Board in good faith, which determination will be binding upon the Selling Holder and WFCF, absent fraud or error. (d) Subject to compliance with applicable state and federal securities laws, WFCF exercising its right of first refusal to shall effect the purchase its pro rata of any portion of the Sale Units within 60 days of its receipt Offered Units, including the payment of the Disposition Notice purchase price, within five (5) days after the “ROFR Acceptance Deadline”)delivery of Notice. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition Payment of the Sale Unitspurchase price will be made, but not with respect to any future offer at the option of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b)WFCF, such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: as applicable, (i) the Member will agree to deliver in cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory notecertified or cashier’s check); , or (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expiredwire transfer, as the case may be. At any such closing, by the Seller Holder shall deliver to WFCF, as applicable, one or more certificates, properly endorsed for transfer, representing such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Offered Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)so purchased. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the The provisions of this Section 2.11 if 6.6 shall not apply to Transfers made under Section 6.2(d) or Transfers made by any Member, either during his or her lifetime or on death, to his or her ancestors, descendants or spouse, or any custodian or trustee for the account of such Member or such Member’s ancestors, descendants or spouse; provided, in each such case a transferee shall receive and hold such Units and Interest subject to the extent then applicableprovisions and restrictions on transfer of this Agreement and there shall be no further transfer of such Units and Interest except in accordance herewith.

Right of First Refusal. Except with respect to (aA) Each Member hereby grants Permitted Transfers, (B) Qualified Matching Service Transfers, (C) transfers pursuant to the other Members a right repurchase provisions of first refusal on any proposed transfer to a non-section 7.7 of this agreement, and (D) Qualified Stock Exchange Transfers, no Member (other than a transfer the "Offering Member") may assign, transfer, convey or otherwise dispose of all or any part of any Unit directly or indirectly unless such Member shall have given notice ("Offer Notice") in writing to an Affiliate) the Company, setting forth the number of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”"Offered Units") shall promptly give written notice to be Transferred, the consideration (a “Disposition Notice”the "Offer Price") thereof to for which such Units would be Transferred and the other Members. The Disposition Notice shall set forth the following information in respect name of the proposed transfer: transferee. Subject to the name terms and address conditions hereinafter set forth, the Company shall have the right to purchase all (but not less than all) of the prospective acquiror Offered Units at the Offer Price. The Company may exercise such right by delivering to the Offering Member its election to exercise within 15 days after the date on which the Company has received the Offer Notice. Subject to the limitations set forth in Section 9.1 (the “Proposed Transferee”which shall be controlling), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount closing of any such cash plus purchase by the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units Company shall occur within 60 days of its receipt such exercise by delivery of payment on the Disposition Notice (same terms as specified in the “ROFR Acceptance Deadline”)Offer Notice. Failure to provide such notice within such 30-day period Offered Units purchased by the Company shall be deemed canceled. Unless all Units are purchased pursuant to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth option granted in this Section 2.11(b)9.3, it the Offering Member shall be deemed to have waived its rights with respect to such proposed disposition free, for a period of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later expiration of such fifteen day period, to sell the ROFR Acceptance Deadline, and (B) 10 days after Offered Units to the satisfaction of all governmental approval or filing requirements, if any, proposed transferee on the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units same terms as were described in the Disposition Notice without complying again Offer Notice. Unless the transfer is approved by the Managing Member in accordance with this Article 9 and the provisions transferee acknowledges in writing that he, she or it is bound by the terms of this Agreement as provided in Section 2.11 if and 9.5, the transferee shall not become a Member of the Company but shall only be an assignee of the financial rights of his, her or its assignor. Any Member who transfers all of his, her or its financial rights shall cease to be a Member of the extent then applicableCompany. All notices shall be in writing.

Right of First Refusal. (a1) Each Member hereby grants to the other Members a right of first refusal on any proposed transfer Except with respect to a non-Member Transfer of Common Stock pursuant to an effective registration statement in an underwritten public offering (which will be subject to Section 2.5 below), if at any time Xxxxx & Company Incorporated, Touch America, Inc. or any their respective Permitted Transferees (each, an "Offeror") proposes to Transfer any Shares to any Person other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any one of its Units to any non-Member pursuant to Permitted Transferees (such Person, a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”"Third Party"), the Units subject Offeror shall, before such Transfer, deliver to the Acquisition Proposal Xxxxxxxx an offer (the “Sale Units”), "Offer") to Transfer such Shares to Xxxxxxxx upon the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)2.4. The Offer shall (i) state that the Offeror proposes to Transfer the Shares, it (ii) specify the number of Shares (the "Offered Shares") proposed to be Transferred, and (iii) state the terms (including the purchase price) of the proposed Transfer. The Offer shall remain open and irrevocable for a period of fifteen (15) days (the "Acceptance Period") from the date of its receipt by Xxxxxxxx. (2) Xxxxxxxx may accept the Offer by delivering to the Offeror written notice within the Acceptance Period, which notice shall state the number (the "Accepted Number") of Offered Shares Xxxxxxxx desires to purchase. Xxxxxxxx may exercise its right to purchase any or all of the Offered Shares pursuant to the Offer. (3) The Transfer of Offered Shares to Xxxxxxxx, to the extent Xxxxxxxx has exercised its rights under this Section 2.4, shall be made on a business day, as designated by the Offeror, not less than 10 nor more than 30 days after expiration of the Acceptance Period on the terms and conditions specified in the Offer, which terms and conditions shall be identical to the terms of the proposed Transfer to the Third Party. (4) If the number of Offered Shares exceeds the Offered Shares with respect to which Xxxxxxxx exercised its rights under this Section 2.4, the Offer shall be deemed to have waived its rights be withdrawn with respect to such proposed disposition excess and the Offeror may Transfer, subject to the provisions of Section 2 hereof, such excess Offered Shares on the terms, conditions and purchase price specified in the Offer (which shall be the same terms, conditions and purchase price available to Xxxxxxxx exercising rights pursuant to this Section 2) to any Third Party within 60 days after expiration of the Sale UnitsAcceptance Period, but so long as such Third Party agrees in writing to become a party hereto and be bound hereby. If such Transfer is not with respect to any future offer of Unitsmade within such 60-day period, the restrictions provided for in this Section 2 shall again become effective. (c5) If a Member chooses to exercise its right of first refusal to purchase In the Sale Units under Section 2.11(b), event an Offeror or such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expiredThird Party, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with modify the terms of the Acquisition Proposal within proposed Transfer of Offered Shares in any way, the Offeror shall send an amended Offer to Xxxxxxxx. Xxxxxxxx shall, if it so desires to exercise its right of Offer, as so amended, prior to the later of five (A5) 90 days after the later date such amended Offer is received by the Company or the end of the ROFR original Acceptance DeadlinePeriod, deliver to the Offeror an amended notice of acceptance specifying the amended Accepted Number and/or such other amended term of Xxxxxxxx' acceptance pursuant to this Section 2. (6) This Section 2.4 is subject to Article V. Accordingly, to the extent that Xxxxxxxx and its Permitted Transferees are prohibited from acquiring Offered Shares as a result of the restrictions imposed by Article V, Xxxxxxxx shall have the right to assign (without the consent of the other parties hereto) its right to purchase such Offered Shares to any Person who is not an Affiliate of Xxxxxxxx, provided that (i) such Person agrees to be bound by the terms of this Agreement, including Section 2.4 and Section 2.5, and (Bii) 10 days after such Person has the satisfaction financial capability to purchase such Offered Shares. In the event that Xxxxxxxx does not purchase any or all of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, Offered Shares and the Selling Holder may not transfer any of Offeror Transfers such Offered Shares to a Third Party (other than pursuant to an effective registration statement) then, prior to such Transfer, such Third Party must agree to be bound by the Sale Units described in the Disposition Notice without complying again with the provisions terms of this Agreement, including Section 2.11 if 2.4 and to the extent then applicableSection 2.5.

Right of First Refusal. (a) Each Member hereby grants to the other Members Tenant shall have a right of first refusal on any proposed transfer to a non-Member First Refusal Space (other than a transfer to an Affiliateas defined below) of Common Units, Series A Special Units or Series B Special Units. during the period beginning on the Commencement Date and expiring twelve (b12) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof months prior to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units Expiration Date subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Paragraph 52 (the “Right of First Refusal”). As used herein, “First Refusal Space” shall mean the space constituting approximately 10,476 RSF in Section 2.11(bE1 of the Building, as depicted on Exhibit G hereto. Landlord shall provide written notice to Tenant (the “First Refusal Notice”) of any bona fide offer to lease the First Refusal Space or any portion thereof that Landlord receives during the Term of this Lease and which Landlord is willing to accept (an “Offer”). Tenant shall have fifteen (15) days following Landlord’s delivery of Landlord’s notice to exercise its Right of First Refusal by providing Landlord with an irrevocable written notice (“Election Notice”) that Tenant elects to lease all of the First Refusal Space described in the Offer on the same terms and conditions as set forth in the Offer (and Tenant shall not be permitted to lease less than all of the First Refusal Space described in the Offer). In the event that Landlord does not receive Tenant’s Election Notice within fifteen (15) days after Landlord’s delivery of the First Refusal Notice, it then Tenant shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses declined to exercise its right Right of first refusal to purchase the Sale Units under Section 2.11(b), such Member First Refusal with respect thereto and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing Landlord shall be delayed, free to lease the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units space described in the Disposition Notice Offer to any third party on the terms and thereafter neither conditions contained in the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect Offer or such other economic terms and conditions that (taken as a whole) are not less favorable (to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(ea subtenant) by more than ten percent (10%). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants In the event that any Legacy Class A Stockholder shall propose to Transfer any of its Class A Shares to any Person or Persons (the other Members a right of first refusal on any proposed transfer to a non-Member “Proposed ROFR Purchaser”) (other than (i) pursuant to a transfer Permitted Transfer, (ii) pursuant to a Drag-Along Sale, (iii) pursuant to the valid exercise of Tag-Along Rights pursuant to Section 6.03, (iv) any Transfer of Class A Shares pursuant to a public offering in accordance with the Transferring Legacy Class A Stockholder’s exercise of registration rights pursuant to the Registration Rights Agreement or (v) following the consummation of a Qualified Offering), such Legacy Class A Stockholder (the “Offering Class A Stockholder”) shall deliver a written notice (the “ROFR Notice”) to the Company, the Apollo Stockholder, each Major Stockholder, each Principal Stockholder and any Legacy Stockholder that is a Permitted Transferee of the foregoing (collectively, the “Eligible Class A Stockholders” and each, an Affiliate“Eligible Class A Stockholder”) specifying in reasonable detail the number of Common UnitsClass A Shares proposed to be Transferred in such transaction (the “Specified Class A Shares”), Series the offered purchase price per Class A Special Units or Series B Special UnitsShare therefor, which must be in cash (the “ROFR Purchase Price”), and any other material terms and conditions (the “ROFR Purchase Terms”). (b) If For a Common Unit Holderperiod of twenty (20) days after the ROFR Notice has been delivered to the Eligible Class A Stockholders (the “Eligible Class A Stockholder Option Period”), Series each Eligible Class A Holder or Series B Holder proposes Stockholder shall be entitled to transfer (other than purchase up to its Maximum ROFR Portion of the Specified Class A Shares by delivering a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer written notice (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Exercise Notice”) thereof to the other MembersOffering Class A Stockholder and the Company prior to the expiration of the Eligible Class A Stockholder Option Period, specifying the number of Specified Class A Shares to be purchased at the ROFR Purchase Price (up to such Eligible Class A Stockholder’s Maximum ROFR Portion), its agreement (if applicable) to purchase Excess Specified Class A Shares (as defined below) and the amount thereof, and its acceptance of the ROFR Purchase Terms. The Disposition Notice shall set forth failure of an Eligible Class A Stockholder to respond within the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period Eligible Class A Stockholder Option Period shall be deemed to constitute be a decision not to purchase the Sale Units. If any Member fails to exercise its right waiver of first refusal during any applicable period set forth in such Eligible Class A Stockholder’s rights under this Section 2.11(b), it shall be deemed to have waived its rights 6.05(b) with respect to such proposed disposition Transfer. If any Eligible Class A Stockholder does not fully subscribe for its Maximum ROFR Portion of Specified Class A Shares that it is entitled to purchase pursuant to this Section 6.05(b), then each other fully participating Eligible Class A Stockholder who shall have elected to do so in its Exercise Notice shall have the right to purchase that percentage of the Sale Units, but Specified Class A Shares not with respect to any future offer of Units. so subscribed for (cthe “Excess Specified Class A Shares”) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: determined by dividing (i) the Member will agree to deliver cash for the Offer Price (unless number of Class A Shares then held by such Member and the Selling Holder agree that consideration will be paid fully participating Eligible Class A Stockholder, by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed aggregate number of Class A Shares then owned by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option all fully participating Eligible Class A Stockholders who elected to purchase the Sale Units pursuant to Section 2.11 (b). (d) their Maximum ROFR Portion of Specified Class A Shares. The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units procedure described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal immediately preceding sentence shall be deemed repeated until there are no remaining Excess Specified Class A Shares or all fully participating Eligible Class A Stockholders have been given the opportunity to lapse, and the Selling Holder may not transfer any of the Sale Units described purchase such Excess Specified Class A Shares elected in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.their respective

Right of First Refusal. (a) Each Member Landlord hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member Tenant originally named herein (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”the "Original Tenant"), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall and any "Permitted Transferee," as that term is set forth in Section 14.8 of this [***] Confidential portions of this document have been redacted and filed separately with the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”)Commission. Lease, the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such nonan on-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its going right of first refusal during the initial Lease Term with respect to the 13520 Building (the "Refusal Space"). Notwithstanding the foregoing, such right of first refusal shall be subordinate to all rights of which are set forth in leases of space in the Project as of the date hereof (the "Superior Rights"), including any applicable period renewal, extension or expansion rights set forth in such leases. The holders of any such Superior Rights shall be referred to herein collectively as the "Superior Right Holders"). The Superior Right Holders and their Superior Rights are set forth on Exhibit A-1, attached hereto. Tenant acknowledges and agrees that Superior Rights need not be exercised strictly pursuant to their terms, provided that (i) no expansion right which is a Superior Right shall be for a materially more space than is set forth in the Superior Right as written, (ii) no renewal right shall be for materially longer term than is set forth in the Superior Right as written, and (iii) no new rights shall be granted which materially diminish Tenant's rights under this Lease. Tenant further acknowledges and agrees that, if a Superior Right Holder exercises a Superior Right, then such Superior Right may be documented pursuant to a lease amendment or a new lease. Tenant's right of first refusal shall be on the terms set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units1.3. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each In the event that a Member hereby grants (an “Offering Member”) desires to sell all or any portion of such Member’s Membership Interest to any Person other than a Permitted Transferee, the Offering Member shall first notify the Company and, if the other Member is interested in exploring the purchase of the Membership Interest the Offering Member is interested in selling, the Offering Member shall negotiate exclusively with the other Member for the potential sale of such Offering Member’s Membership Interest to the other Members Member for a right period of first refusal on thirty (30) days before negotiating with any proposed transfer to a non-Member (other than a transfer to an Affiliate) Person for the sale of Common Units, Series A Special Units or Series B Special Unitssuch Offering Member’s Membership Interest. (b) If In the event that an Offering Member has received a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (bona fide offer in writing from any third party other than a transfer Member to an Affiliate) buy any of its Units to any non-such Member’s Membership Interest, such Member pursuant to shall first notify the Company and each other remaining Member (each, a bona fide third-party offer (an “Acquisition ProposalRemaining Member” and collectively, the “Remaining Members”), then such holder ) in writing of the proposed sale (the “Selling Holder”) shall promptly give written notice (a “Disposition Transfer Notice”) thereof to the other Members). The Disposition Each Transfer Notice shall set forth the following information in respect contain all material terms of the proposed transfer: Transfer including, without limitation, a copy of the written offer received, the name and address of the prospective acquiror purchaser (the “Proposed or Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered and terms of payment, the date and place of the proposed Transfer, and the description of the Membership Interest proposed to be Transferred by such Proposed Transferee the Offering Member (the “Offer PriceOffered Interest”). If the purchase price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined, in good faith, by the Manager (subject to Section 5.6), and the Company and/or any Remaining Member exercising the right of first refusal set forth in this Section 10.1 shall have the right, at its option, to purchase the Offered Interest for such cash equivalent value plus the aggregate amount of any cash consideration. (c) Subject to Section 10.1(d), each Remaining Member shall have an option for a period of sixty (60) days from the date the Transfer Notice is given to elect to purchase such Remaining Member’s pro rata share of the Offered Interest at the same price and all other subject to the same material terms and conditions as described in the Transfer Notice. Each Remaining Member may exercise such purchase option and, thereby, purchase all (or any portion of) such Remaining Member’s pro rata share of the Acquisition Proposal that are then known to Offered Interest (with any reallotments as provided below), by notifying Offering Member, the other Members. To Remaining Members and the extent the Proposed Transferee’s offer consists Company in writing before expiration of consideration other than cash such sixty (or in addition to cash60) the Offer Price shall be deemed equal day period as to the amount of such remaining Offered Interest that it wishes to purchase (including any reallotment). For the purpose of the preceding sentence, each Remaining Member’s pro rata share shall be a fraction of the Offered Interest, the numerator of which shall be the Sharing Percentage owned by such cash plus Remaining Member on the fair market value date of such non-cash considerationthe Transfer Notice and the denominator of which shall be the aggregate Sharing Percentages of the Remaining Members. Each Remaining Member will provide written notice electing to exercise the right to purchase its full pro rata share of its decision regarding the exercise of its Offered Interest shall have a right of first refusal reallotment such that, if any other Remaining Member fails to exercise the right to purchase its full pro rata share of the Offered Interest, such Remaining Member may elect to purchase all (or any portion of) such Remaining Member’s pro rata share of the Offered Interest not previously purchased. For the purpose of the preceding sentence, each Remaining Member’s pro rata share shall be a PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. fraction of the Offered Interest not previously purchased, the numerator of which shall be the Sharing Percentage owned by such Remaining Member on the date of the Transfer Notice and the denominator of which shall be the aggregate Sharing Percentage of the Remaining Members who wish to purchase a reallotment. If any Remaining Member gives Offering Member notice that it desires to purchase its pro rata portion share of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; Offered Interest and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, its reallotment, then payment for the Offered Interest shall be made, at the election of such Remaining Member, by delivering the consideration set forth in the Transfer Notice by check or wire transfer, against delivery of the Offered Interest to such 90th dayRemaining Member at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than the later of (i) one hundred twenty (120) days after the date the Transfer Notice is given or (ii) the date contemplated in the Transfer Notice for the closing with the prospective third party transferee(s). (d) To the extent that the Remaining Members have not exercised their respective rights of first refusal as to all of the Offered Interest within the time periods specified in Section 10.1(c), then the Members Remaining Members’ option to purchase any portion of such Offered Interest shall be deemed not to have waived their been exercised and shall expire and Offering Member shall be free to sell any such Offered Interest to such prospective purchaser on the same terms and conditions as outlined in the Transfer Notice; provided that in the event the closing of such sale does not occur within ninety (90) days of the date of the Transfer Notice, such Offered Interest shall once again be subject to the right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)provided herein. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each Member hereby grants The Security Agent agrees that if the Security Agent shall have acquired the right to the other Members a right of first refusal on sell any proposed transfer Pledged PTII Shares or Pledged Borrower Shares pursuant to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any exercise of its Units remedies and if at any time thereafter it shall receive a Bona Fide Offer (as hereinafter defined) from a third party to purchase all or any non-Member pursuant to portion of such Pledged PTII Shares or Pledged Borrower Shares, the Security Agent shall first notify FCX of such Bona Fide Offer by providing FCX all relevant data and information concerning the proposed transaction, including, but not limited to, a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect copy of the purchase contract (if any) with the proposed transfer: buyer and shall give to FCX the name and address of right to purchase such shares, upon the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or stipulated in addition to cash) the such Bona Fide Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b"Offer"), such Member and the Selling Holder shall enter into a right to purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed communicated by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt Security Agent by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periodsgiven hereunder; provided, however, that the obligation of the Security Agent to offer the Pledged PTII Shares or the Pledged Borrower Shares to FCX hereunder shall terminate if (a) a Bankruptcy Event occurs or (b) FCX shall be in default of any payment obligation under Section 2, 3 or 4. For the purposes of the foregoing, a "Bona Fide Offer" shall be an offer reflected in an executed purchase contract with a ready, willing and able buyer (or a contract in a fully-negotiated form which the Security Agent and such delay shall not exceed 90 days and, if a buyer are willing to execute) providing for the purchase of the shares referred to in the Offer subject only to the obtaining of any necessary governmental approvals and waiting periods the waiver or non-exercise of FCX's rights in this Section 6. Any such right to purchase may be exercised in whole only and not merely in part. In the event that such right to purchase shall not have been obtained or expired, as be exercised in full by notice given hereunder and received by the case may be, by such 90th day, then Security Agent within fifteen days after the Members shall be deemed date of the notice to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 FCX with respect to such Sale Units unless right to purchase, the Security Agent shall be entitled to sell, as a whole and not in part only, the number of Pledged PTII Shares or Pledged Borrower Shares described in the Offer to the third party making the Offer on terms and conditions no more favorable to such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) third party than the terms and conditions of the Offer. If the transfer Security Agent shall fail to the Proposed Transferee is not consummated in accordance with the terms consummate a sale to such third party of the Acquisition Proposal entire number of Pledged PTII Shares or Pledged Borrower Shares set forth in the Offer within the later of (A) 90 sixty days after the later Security Agent shall become entitled under this Section 6 to sell such Pledged PTII Shares or Pledged Borrower Shares to such third party, no sale or transfer to a third party of such Pledged PTII Shares or Pledged Borrower Shares may thereafter be made by the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice Security Agent without complying again com- plying with the provisions of this Section 2.11 if and to the extent then applicable6.

Right of First Refusal. (a) Each Member hereby grants to the other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder Navy proposes to transfer Transfer any Red Lion Common Shares or any securities convertible into, exercisable for, or exchangeable for Red Lion Common Shares in reliance on Section 6.15(a)(iii)(y) (other than a transfer to an Affiliatecollectively, the “Offered Shares”) any of its Units to any non-Member pursuant to and has received a bona fide third-party offer (an “Acquisition Proposal”)from one or more third parties to buy any Offered Shares, then then, prior to Transferring such holder (the “Selling Holder”) Offered Shares, Navy shall promptly give written notice (a the “Disposition Offer Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of Red Lion describing the proposed transfer: Transfer including (i) the amount of Offered Shares to be Transferred, (ii) the consideration to be paid, (iii) the name and address of the each prospective acquiror transferee, (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”iv) and all other material terms and conditions of the Acquisition Proposal that are then known Transfer, and (v) Navy’s offer to sell the Offered Shares to Red Lion for the same purchase price and on the same material terms and conditions as contained in the offer of such third party or parties. The Offer Notice constitutes an irrevocable offer by Navy to sell to Red Lion the Offered Shares on the terms set forth in the Offer Notice. (b) Red Lion has the right, subject to applicable law, to purchase all, but not less than all, of the Offered Shares at the price and on the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or terms set forth in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance DeadlineRight of First Refusal”). Failure , if Red Lion gives written notice of the exercise of such right to provide such notice Navy within such 30-day period shall be deemed to constitute a decision not to purchase five days (the Sale Units“Refusal Period”) after the date of receipt of the Offer Notice. If any Member fails to exercise its right of first refusal during any applicable period set forth Red Lion shall not have delivered a notice in accordance with this Section 2.11(b)6.18(b) before the end of the Refusal Period, it shall then Red Lion will be deemed to have waived elected not to accept the offer to purchase the Offered Shares specified in the Offer Notice. If Red Lion does not exercise its rights with respect Right of First Refusal to such proposed disposition purchase all of the Sale UnitsOffered Shares within the Refusal Period, but then Navy may, not with respect later than 20 days following delivery to Red Lion of the Offer Notice, sell, or enter into a binding agreement to sell, the Offered Shares, at a price not lower than the price set forth in the Offer Notice, and on terms and conditions otherwise not materially more favorable to the transferee, than those described in the Offer Notice. Any proposed transfer at a lower price, or otherwise on terms and conditions materially more favorable to the transferee than those described in the Offer Notice, shall again be subject to the rights of Red Lion hereunder and Navy may not sell any future offer of UnitsOffered Shares without repeating the foregoing procedures. (c) If a Member chooses to exercise its right of first refusal Red Lion shall have agreed to purchase the Sale Units under Section 2.11(b)Offered Shares, such Member and Red Lion shall consummate its purchase by delivering, against receipt of certificates or other instruments representing the Selling Holder shall enter into a Offered Shares being purchased, appropriately endorsed, the aggregate purchase and sale agreement for price to be paid by it via wire transfer of immediately available funds to an account specified by Navy not less than two Business Days before the Sale Units closing date, which shall include will be the following terms: latest of (i) five days after delivery of the Member will agree notice by Red Lion to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means Navy of an interest-bearing promissory note); its acceptance of Navy’s offer, (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 five days after the satisfaction of all governmental approval Conditions or filing requirements(iii) such other date agreed to in writing by Navy and Red Lion. “Conditions” means (a) the expiration of all waiting periods and receipt of all required consents and approvals from (i) any Governmental Entity or (ii) any other person, if anyin the case of this clause (ii), the Acquisition Proposal shall failure to obtain a consent or approval from such person would reasonably be deemed expected to lapse, and have a material adverse effect on the Selling Holder may not transfer any ability of the Sale Units described in parties to consummate such transaction, (b) compliance with all laws applicable to such transaction and (c) the Disposition Notice without complying again with the provisions absence of this Section 2.11 if and to the extent then applicableany injunction or similar legal order preventing such transaction.

Right of First Refusal. In the event that a Member (athe “Transferring Member”) Each Member hereby grants proposes to the other Members a right of first refusal on any proposed transfer to a non-Member sell or otherwise Transfer (other than pursuant to a transfer Public Offering or pursuant to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an AffiliateApproved Company Sale) any of its Units to any non-Member pursuant to a bona fide third-offer from a third party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to Transferring Member must first give the Acquisition Proposal Major Holders (the “Sale UnitsNon-Transferring Major Holders”), the purchase price offered by such Proposed Transferee ) written notice (the “Offer PriceROFR Notice”) and all other material of the number of Units to be transferred, the price, terms and conditions of the Acquisition Proposal that are then known proposed sale, including the identity of the Proposed Transferee, and a copy of any written proposal, term sheet, letter of intent or other agreement relating to the proposed sale. Within ten (10) days after the receipt of the ROFR Notice, the Non-Transferring Major Holders (or their assignees) may elect to purchase (as among themselves, pro rata in accordance with their respective Percentage Interests or in such other Membersproportions as they shall agree; together with a pro rata right of oversubscription for all Major Holders who elect to purchase their full pro rata amount), and the Transferring Member agrees to sell to the Non-Transferring Major Holders (and their assignees), at the price and on the terms specified in the ROFR Notice, all or any portion of the Units as such Non-Transferring Major Holders (or their assignees) shall request (after taking into account such oversubscription rights). In the event the Non-Transferring Major Holders (or their assignees) elect to purchase all or part of the Units proposed to be transferred, the closing of such purchase will take place five (5) days after the expiration of such ten (10) day period or such other date as the parties shall agree. To the extent that the terms of payment set forth in the ROFR Notice consist of property other than cash against delivery, the Non-Transferring Major Holders (or their assignees) may substitute cash of equivalent value in lieu thereof. To the extent the Proposed Transferee’s offer consists of consideration other than cash Non-Transferring Major Holders (or their assignees) do not exercise in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its full this right of first refusal to purchase its pro rata portion of within the Sale Units within 60 days of its receipt of the Disposition Notice twenty (20) day period specified above (collectively, the “ROFR Acceptance DeadlineNotice Period”), the Transferring Member will have sixty (60) days thereafter to sell the Units not elected to be purchased by the Non-Transferring Major Holders (and their assignees) at the price and upon the terms and conditions no more favorable (in any material respect) to the purchasers of such Units than specified in the ROFR Notice. Failure to provide In the event the Transferring Member has not sold such notice Units within such 30-sixty (60) day period shall be deemed period, the Transferring Member may not thereafter sell any Units without first offering such Units to constitute a decision not to purchase the Sale UnitsMajor Holders in the manner provided in this Section 11.6(b). If any Member fails to exercise its right of first refusal during any applicable period The restrictions set forth in this Section 2.11(b), it 11.6(b) shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of Units. (c) If a Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include apply in the following terms: cases: (i) any Member may sell or transfer Units to the Member will agree Company pursuant to deliver cash for the Offer Price a repurchase or similar right (unless including any transfer upon a forfeiture of Units pursuant to any subscription or similar agreement pursuant to which such Member shares were acquired); and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title any Member may sell or transfer any Units to the Sale Units; and a Permitted Transferee (iiias defined below) unless otherwise agreed by the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 2.11 pursuant to Section 2.11(e)Sections 11.3 and 11.5. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each If a Member hereby grants (the “Transferor”) receives a bona fide offer (the “Transferee Offer”) from any other Person (the “Transferee”) to purchase all or any portion of or any interest or rights in the Member’s Units (the “Transferor’s Interest”), then prior to any Transfer the Transferor shall give written notice to all other Members containing each of the following: (i) The Transferee’s identity; (ii) A true and complete copy of the Transferee’s Offer; and (iii) The Transferor’s Offer (the “Offer”) to sell the Transferor’s Units to all other Members other than the Transferor (individually, a “Remaining Member,” and collectively, the “Remaining Members”) for a total price equal to the other Members a right price set forth in the Transferee’s Offer (the “Transfer Purchase Price”), which shall be payable on the terms of first refusal on any proposed transfer payment set forth in the Transferee’s Offer, subject to a non-Member (other than a transfer to an Affiliate) the provisions of Common Units, Series A Special Units or Series B Special Unitsthis Section. (b) If The Offer shall be and remain irrevocable for a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer period ending at 11:59 p.m. local time at the Company’s principal office on the thirtieth (other than a transfer to an Affiliate30th) any of its Units to any non-Member pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then such holder (day following the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof date the Transfer Notice is given by the Transferor to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee Remaining Member(s) (the “Offer PricePeriod”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members). To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) At any time during the Offer Price shall be deemed equal to Period, a Remaining Member may accept the amount of any such cash plus Offer by notifying the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice Transferor in writing (the “ROFR Acceptance DeadlineNotice”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not ) that the Remaining Member intends to purchase all, but not less than all, of the Sale UnitsTransferor’s Interest. If two (2) or more Remaining Members desire to accept the Offer, then, in the absence of an Agreement between or among them, each such Remaining Member shall purchase the Transferor’s Interest in the proportion that his/her respective percentage of Unit Ownership bears to the total percentages of all of the Remaining Members who desire to accept the offer. If any Member fails to exercise its right of first refusal during any applicable period set forth in this Section 2.11(b)Remaining Member(s) accepts the Offer, it then the Acceptance Notice shall fix a closing date (the “Transfer Closing Date”) for the purchase, which date shall not be deemed to have waived its rights with respect to such proposed disposition earlier than ten (10) or more than ninety (90) days after the expiration of the Sale Units, but not with respect to any future offer of UnitsOffer. (c) If a any Remaining Member chooses to exercise its right of first refusal to purchase accepts the Sale Units under Section 2.11(b)Offer, such Member and then the Selling Holder Transfer Purchase Price shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) on the Selling Holder will represent that it has good title to Transfer Closing Date, in accordance with the Sale Units; and (iii) payment terms set forth in the Transferee Offer unless otherwise agreed by the Selling Holder and such Member, parties involved in the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)transaction. (d) The Selling Holder If no Remaining Member accepts the Offer within the time and in the exercising Member shall cooperate manner specified in good faith in obtaining all necessary governmental and other third party approvalsthis Section, waivers and consents required then the Transferor may, for a period of sixty (60) days after the expiration of the Offer Period (the “Free Transfer Period”), Transfer the Transferor’s Interest to the Transferee, for the closingsame or greater price and on the same terms and conditions as set forth in the Transfer Notice. Any such closing The Transfer shall be delayedsubject, however, to the extent required, until conditions of Transfer set forth in Section 8.2 hereof. If the third Business Day following Transferor does not Transfer the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as Transferor’s Interest within the case may be, by such 90th dayFree Transfer Period, then the Members shall be deemed Transferor’s right to have waived their right of first refusal with respect to Transfer the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject Transferor’s Interest pursuant to this Section 2.11 pursuant to Section 2.11(e)Section, shall cease and terminate. (e) If Any Transfer by the transfer Transferor after the last day of the Free Transfer Period or without strict compliance with the terms, provisions, and conditions of this Section and other terms, provisions, conditions of this Agreement, shall be null and void and of no force or effect. (f) Notwithstanding, anything contained in Section 8.2 to the Proposed contrary, if (i) the Transferor gives the Transferee is not consummated the right to become a Member in accordance the Company; and (ii) the Remaining Members holding fifty-one percent (51%) or more of the Units then being held by all Remaining Members agree in writing to the Transferee becoming a Member, which consent may be withheld by the Remaining Members and their sole and unreviewable discretion, with or without cause; and (iii) the Transferee executes and delivers such documents as the Remaining Members and the Company may require to make the Transferee a party to this Agreement; and (iv) the Transfer to the Transferee otherwise strictly complies with the terms terms, provision, and conditions of this Section and other terms, provisions, and conditions of this Agreement, including, but without limitation the Conditions of Transfer, then the Transferee shall become and the Remaining Members shall admit, the Transferee as a Member of the Acquisition Proposal within the later Company. Any Person who becomes a Member as a result of (A) 90 days after the later an assignment of a Membership Interest shall assume all of the ROFR Acceptance Deadlineobligations of the assignor, including liabilities unknown to the assignee at the time the assignee became a Member. (g) Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 8.3 in view of the purpose of the Company and (B) 10 days after the satisfaction relationship of all governmental approval the Members. The Transfer of any Membership Right or filing requirements, if any, Membership Interest in violation of the Acquisition Proposal prohibition contained in Section 8.3 hereof shall be deemed to lapseinvalid, null and void, and the Selling Holder may not transfer any of the Sale Units described no force or effect. Any Person to whom a Membership Right is attempted to be transferred in the Disposition Notice without complying again with the provisions violation of this Section 2.11 if and shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, received Distributions from the Company, or have any other rights in or with respect to the extent then applicableMembership Right.

Right of First Refusal. (a) Each A Selling Member hereby grants which desires to sell all or any portion of its Membership Interest to a third party purchaser other than a Member, without having obtained the consent of the other Members, shall obtain from such third party purchaser (“Third Party Purchaser”) a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore (“Third Party Offer”). The Selling Member shall give written notification (“Notice of Sale”) to the Company and the other Members (the “Remaining Members”), by certified mail or personal delivery, of its intention to so transfer such Membership Interest (the “Offered Interest”). The Notice of Sale shall be accompanied by a right copy of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or Series B Special Unitsthe Third Party Offer. (b) If The Remaining Members shall have the option (“Buy Option”) to purchase all, but not less than all, of the Offered Interest, on a Common Unit Holder, Series A Holder or Series B Holder proposes basis pro rata to transfer (other than a transfer to an Affiliate) any the Capital Account of its Units to any non-Member the Remaining Members exercising such option pursuant to a bona fide third-party offer this Section 11.2(b). The Buy Option may be exercised by one or more of the Remaining Members by giving written notification (an “Acquisition ProposalBuy Notice”), then such holder ) to the Selling Member within sixty (60) days after receiving the Notice of Sale (the “Selling HolderOption Period”). Each Remaining Member which timely gives a Buy Notice (“Buying Member”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect purchase such portion of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed Offered Interest which is equal to the amount respective Capital Accounts of all of the Buying Members. If there are no Buying Members, the Buy Option shall terminate and at any such cash plus time within one hundred twenty (120) days following the fair market value expiration of such non-cash consideration. Each the Option Period, the Selling Member will provide written notice shall be entitled to consummate the sale of the Offered Interest to the Third Party Purchaser or one or more of its decision regarding the exercise of its right of first refusal to purchase its pro rata portion of the Sale Units within 60 days of its receipt of the Disposition Notice (the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Units. If any Member fails to exercise its right of first refusal during any applicable period Affiliates upon terms no less favorable than are set forth in this Section 2.11(b), it shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Units, but not with respect to any future offer of UnitsThird Party Offer. (c) If a there is at least one Buying Member chooses to exercise its right of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for Buying Members shall designate the Offer Price time, date and place of closing, provided that the date of closing shall be within one hundred twenty (unless such Member 120) days after the receipt of the Buy Notice, and (ii) at the closing, the Buying Members shall purchase, and the Selling Holder agree that consideration will be paid by means of Member shall sell, the Offered Interest for an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title amount equal to the Sale Units; and (iii) unless otherwise agreed by Purchase and in accordance with such other terms and conditions set forth in the Selling Holder and such Member, the closing date for the purchase of the Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b)Third Party Offer. (d) The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration A sale of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 90th day, then the Members shall be deemed to have waived their right of first refusal with respect to the Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject an Offered Interest pursuant to this Section 2.11 pursuant 11.2, shall be subject to Section 2.11(e)11.3. (e) If the transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Each In the event a Selling Member hereby grants desires to sell all or any portion of its Membership Interest or Economic Interest in the Company to a third party purchaser, the Selling Member shall first obtain from such third party purchaser a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor. The Selling Member shall give written notification to the other remaining Members, by certified mail or personal delivery, of its intention to so transfer such interest, furnishing to the remaining Members a copy of the aforesaid written offer to purchase such interest. (b) The remaining Members, and each of them shall, on a basis pro rata to their Capital Interests (voting having a right of first refusal on any proposed transfer as to a voting and non-Member (other than voting having a transfer right of first refusal as to an Affiliate) of Common Units, Series A Special Units or Series B Special Units. (b) If a Common Unit Holder, Series A Holder or Series B Holder proposes to transfer (other than a transfer to an Affiliate) any of its Units to any non-Member pursuant to voting) or on a bona fide third-party offer (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof basis pro rata to the other Members. The Disposition Notice shall set forth Capital Interests of those remaining Members exercising their right of first refusal, have the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject right to the Acquisition Proposal (the “Sale Units”), the purchase price offered by such Proposed Transferee (the “Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. Each Member will provide written notice of its decision regarding the exercise of its a right of first refusal to purchase its pro rata portion all (but not less than all) of the Sale Units within 60 days of its receipt of interest proposed to be sold by the Disposition Notice (Selling Member upon the “ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not same terms and conditions as stated in the aforesaid written offer to purchase by giving written notification to the Sale UnitsSelling Member, by certified mail or personal delivery, of their intention to do so within ten (10) days after receiving written notice from the Selling Member. If The failure of all the remaining Members (or any one or more of them) to so notify the Selling Member fails of their desire to exercise its this right of first refusal during any applicable within said ten (10) day period set forth shall result in this Section 2.11(b), it the termination of the right of first refusal and the Selling Member shall be deemed entitled to have waived consummate the sale of its rights interest in the Company, or such portion of its interest, if any, with respect to which the right of first refusal has not been exercised, to such proposed disposition third party purchaser. In the event the remaining Members (or any one or more of the Sale Unitsremaining Members) give written notice to the Selling Member of their desire to exercise this right of first refusal and to purchase all of the Selling Member’s interest in the Company which the Selling Member desires to sell upon the same terms and conditions as are stated in the aforesaid written offer to purchase, but not with respect the remaining Members shall have the right to any future designate the time, date and place of closing, provided that the date of closing shall be within ten (10) days after receipt of written notification from the Selling Member of the third party offer of Unitsto purchase. (c) If a Member chooses to exercise its right In the event of first refusal to purchase the Sale Units under Section 2.11(b), such Member and the Selling Holder shall enter into a purchase and sale agreement for the Sale Units which shall include the following terms: (i) the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be paid by means of an interest-bearing promissory note); (ii) the Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, the closing date for either the purchase of the Sale Units shall occur no later than 60 days following receipt Selling Member’s interest in the Company by a third party purchaser or the gift of an interest in the Company (including an Economic Interest), and as a condition to recognizing one or more of the effectiveness and binding nature of any such sale or gift and (subject to Section 10.03, below) substitution of a new Member as against the Company or otherwise, the remaining Members may require the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (b). (d) The Selling Holder or Gifting Member and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvalsproposed purchaser, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained donee or expiredsuccessor-in-interest, as the case may be, to execute, acknowledge and deliver to the remaining Members such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the remaining Members may deem necessary or desirable to: (1) constitute such purchaser as a Member, donee or successor-in-interest as such; (2) confirm that the person desiring to acquire an interest or interests in the Company, or to be admitted as a Member, has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of the Operating Agreement, as the same may have been further amended (whether such 90th dayPerson is to be admitted as a new Member or will merely be an Economic Interest Owner); (3) preserve the Company after the completion of such sale, then transfer, assignment, or substitution under the Members laws of each jurisdiction in which the Company is qualified, organized or does business; (4) maintain the status of the Company as a partnership for federal tax purposes; and (5) assure compliance with any applicable state and federal laws including securities laws and regulations. (d) Any sale or gift of a Membership Interest or Economic Interest or admission of a Member in compliance with this Article X shall be deemed to have waived their right effective as of first refusal with respect to the Sale Units described last day of the calendar month in which the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to remaining Members’ consent thereto was given, or, if no such Sale Units unless such Sale Units again become subject to this Section 2.11 consent was required pursuant to Section 2.11(e10.02(e)., then on such date that the donee or successor-in-interest complies with this Article. The Selling Member agrees, upon request of the remaining Members, to execute such certificates or other documents and perform such other acts as may be reasonably requested by the remaining Members from time to time in connection with such sale, transfer, assignment, or substitution. The Selling Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any transfer or purported transfer in violation of this Article X. (e) If Subject to Section 10.03(c), a Transferring Member may gift all or any portion of its Membership Interest and Economic Interest without regard to Section 10.02(a) and (b) provided that the transfer to donee or other successor-in-interest (collectively, “donee”) complies with Section 10.02(c) and further provided that the Proposed Transferee donee is not consummated in accordance with either the terms Gifting Member’s spouse, former spouse, or lineal descendent (including adopted children). In the event of the Acquisition Proposal within gift of all or any portion of a Gifting Member’s Membership Interest or Economic Interest to one or more donees who are under 25 years of age, one or more trusts shall be established to hold the later gifted interest(s) for the benefit of (Asuch donee(s) 90 days after the later until all of the ROFR Acceptance Deadline, and (Bdonee(s) 10 days after reach the satisfaction age of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not transfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicableat least 25 years.