Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a Member receives a bona fide offer In the event any holder of Warrants or Warrant Shares (“Offer”) which the Member (“Selling Member”"Offeror") proposes to acceptsell all or any portion of the Warrants or Warrant Shares owned by the holder to a person or entity other than an affiliate of the holder, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Offeror shall furnish first deliver to the non-selling Member Company a written notice ("Notice of Proposed Sale") specifying the name and address of the proposed purchaser ("Proposed Purchaser"), the number of Warrants or Warrant Shares proposed to be sold to the Proposed Purchaser ("Offered Shares"), and all of the terms, including the price, of the proposed sale and stating that the Company has the right to purchase the Offered Shares in accordance with the following terms: (i) During the 30-day period following receipt of the Offer together with Notice of Proposed Sale ("Exercise Period"), the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right to purchase all (but not less than all) of the Member Interest (“Offered Interest”) proposed to be sold by Shares, at the Selling Member upon price and subject on the terms specified in the Notice of Proposed Sale. The company shall give written notice of its election to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to Offeror during the procedures of Section 8.7Exercise Period. (aii) The price at which If the Offered Interest may be Shares have not been purchased by the Company as specified herein, the Offeror shall be have the right, but only for a period of six (6) months after the expiration of the Exercise Period, to sell the Offered Shares to the Proposed Purchaser at the price contained specified in the Offer. If the price contained in the Offer shall consist (in whole or in part) Notice of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedProposed Sale. (biii) The non-selling Member Warrants or Warrant Shares sold to a Proposed Purchaser as provided herein shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing continue to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election subject to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Warrant, and the Company shall not be obligated to issue a new Warrant therefor in the name of such Proposed Purchaser unless that Proposed Purchaser agrees in writing to become bound by the terms hereof. (iv) For purposes of this Article X an affiliate shall mean each and every corporation, partnership, person, or other entity controlling, controlled by, or under common control with, the holder of any Warrant or Warrant Shares.

Right of First Refusal. If If, following the Restricted Period, but prior to a Member Public Offering, the Employee Stockholder or any Permitted Transferee receives a bona fide offer to purchase any or all of his shares of Stock (“the "Offer”") from a third party (the "Offeror") which the Member (“Selling Member”) proposes Employee Stockholder or any such Permitted Transferee wishes to accept, whether or not solicitedthe Employee Stockholder shall cause the Offer to be reduced to writing and shall notify WMC, to sell or otherwise dispose of its entire Member Interest in the Companycase of an Offer to purchase Option Stock, then or Holding, in the Selling Member shall furnish case of an Offer to the non-selling Member written notice purchase Common Stock, in writing of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed his or her wish to be sold, and a statement as to the identity of the real party in interest making accept the Offer. The non-selling MemberEmployee Stockholder's notice shall contain an irrevocable offer to sell such shares of Stock to WMC or Holding, as the case may be (in the manner set forth below), at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by WMC or Holding of the Employee Stockholder's notice, WMC or Holding, as the case may be, shall then have the right and option to purchase elect to purchase, or to arrange for a third party (including WMC, Holding or Ripplewood) to elect to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of WMC or its designee or Holding or its designee, as the case may be, at the equivalent all cash price, determined in good faith by WMC's or Holding's, as the case may be, Board of Directors, by delivering notice of such election to the Employee Stockholder within such 30-day period. If WMC or Holding, as the case may be, exercises such right, it shall deliver a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder or any Permitted Transferee (as the case may be) at the principal office of WMC against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder and the Permitted Transferee, within 10 business days following its election. If at the end of the 30-day period, WMC or Holding has not notified the Employee Stockholder of its election in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Employee Stockholder and the Permitted Transferee may, during the succeeding 60-day period, sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures of Section 8.7. Offeror at a price and on terms no less favorable to the Employee Stockholder or the Permitted Transferee (aas the case may be) The price at which the Offered Interest may be purchased shall be the price than those contained in the Offer. If Promptly after such sale, the price contained in Employee Stockholder or the Offer Permitted Transferee (as the case may be) shall consist (in whole notify WMC or in part) Holding, as the case may be, of consideration other than cashthe consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by WMC or Holding. If, payable at the closing thereof or at a later date, end of 60 days following the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt expiration of the notice to elect 30-day period for WMC or Holding to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the OfferStock, the non-selling Member shall deliver to Employee Stockholder or the Selling Member Permitted Transferee (as the full purchase price against delivery of an instrument appropriately transferring case may be) has not completed the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of such shares of Stock as aforesaid, all the Offered Interest and the execution by the transferee restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Stock.

Right of First Refusal. Upon the terms and subject to the conditions of this Section 8(i), Contributor grants the Original Shareholders a right of first refusal with respect to any sale or other disposition for value by Contributor (a "Transfer") of any Equity Interest. (i) If Contributor desires to effect a Member receives Transfer of some or all of its Equity Interest pursuant to a bona fide offer (“an "Offer”") which the Member from any person or entity (“Selling Member”) proposes to acceptan "Offeror"), whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Contributor shall furnish to the non-selling Member give written notice of the receipt such Offer (a "First Refusal Notice") to each of the Original Shareholders. The First Refusal Notice shall specify the number or amount of securities comprising the Equity Interest proposed to be transferred pursuant to such Offer together with (the principal "First Refusal Interest"), the price proposed to be paid by the Offeror (the "Offer Price"), the identity of the Offeror and the other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldOffer, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in accompanied by a true and correct copy of the Offer. If any part of the price contained consideration proposed in the Offer shall consist (in whole or in part) consists of consideration property other than cash, payable at the closing thereof or at a later date, price proposed to be paid pursuant to such Offer shall be deemed to include the cash equivalent fair market value of such other non-cash consideration, as determined in good faith by the board of directors of Associated. If Contributor objects to the fair market value, as so determined, Contributor may require that Associated obtain a determination of the fair market value of such non-cash consideration pursuant to the procedures set forth in paragraph (v) of this Section 8(i), and such determination shall be included in the price at which the Offered Interest may be so purchasedfinal and binding on all parties. (bii) The non-selling Member Each Original Shareholder shall have sixty (60) days after receipt of the notice to elect option to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held First Refusal Interest at the principal executive offices Offer Price and on such other terms as are set forth in the Offer, by giving notice to Contributor within thirty (30) days of receipt by such Original Shareholder of the CompanyFirst Refusal Notice (an Original Shareholder which gives such notice being referred to as an "Accepting Original Shareholder"), or at and by purchasing such other location as may be agreed by First Refusal Interest for the partiesOffer Price in cash, against delivery of the First Refusal Interest (with appropriate transfer documentation) free and clear of any Liens within sixty(60fifteen (15) days following the date expiration of such thirty (30) day period; provided, however, that if Accepting Original Shareholders elect in the aggregate to purchase more than 100% of the First Refusal Interest, then the portion of the First Refusal Interest which may be purchased by any Accepting Original Shareholder that has elected to purchase more than such Accepting Original Shareholder's Pro Rata Share (as defined below) of the First Refusal Interest shall be reduced (based on each such Accepting Original Shareholder's Pro Rata Share), but not below such Accepting Original Shareholder's Pro Rata Share; and provided, further, that the date for such purchase may be deferred solely to the extent necessary to obtain any governmental consents or approvals required to complete such purchase or, if applicable, to the extent necessary to complete the determination of the fair market value of any non-selling Member’s cash consideration proposed to be paid by the Offeror, as provided in paragraph (i) above. For purposes of this paragraph (ii) of this Section 8(i), an Accepting Original Shareholder's "Pro Rata Share" shall be the percentage which such Accepting Original Shareholder's ownership interest in Associated represents of the ownership interest in Associated of all Accepting Original Shareholders. (iii) If the Original Shareholders do not give timely notice of their election to purchase the Offered entire First Refusal Interest. At , or if such notice is timely given but the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Accepting Original Shareholders fail to purchase the Offered entire First Refusal Interest within the applicable time period specified in this Section 8(i), then Contributor may, within the 90-day period immediately following the expiration of the period during which the Original Shareholders may give notice of such election, or, if applicable, within the 90-day period immediately following such failure to purchase the entire First Refusal Interest, then transfer the Selling Member may accept First Refusal Interest to the Offeror at a price not less than the Offer and, pursuant thereto, sell Price and on the Offered Interest and, notwithstanding anything same terms and subject to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of same conditions as were set forth in the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the CompanyFirst Refusal Notice. However, if the Selling Member If Contributor does not sell the Offered complete such Transfer within such 90-day period, no subsequent Transfer of all or any part of its Equity Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, be made without again complying with this Section 8(i), it being understood and agreed that the provisions retention by Contributor of a security interest in some or part of the First Refusal Interest which is transferred shall not mean that such Transfer has not been completed. (iv) If Contributor fails to comply with this Section 8(i) with respect to all or any part of its Equity Interest (including without limitation any beneficial interest therein), any attempted or purported Transfer thereof shall be void and of no force or effect. (v) The fair market value of any non-cash consideration or property the value of which is to be determined pursuant to the last sentence of paragraph (i) of this Section 8.28(i) shall be determined in accordance with the following procedure: Contributor and Associated shall each select a nationally recognized appraiser, which shall determine the valuation or other issue in question. If the higher of the two original appraisal values is not more than ten percent (10%) above the lower appraisal value, the value in question shall be the value agreed upon by the two original appraisers or, in the absence of such an agreement, the value in question shall be the average of the two original appraisal values. If the higher of the two original appraisal values is more than ten percent (10%) above the lower appraisal value, the two appraisers shall select a third nationally recognized appraiser who shall determine a value which shall be at least equal to the lower appraisal value and whose determination of the value in question shall be final and binding on all parties. All costs and expenses relating to any appraisal or review conducted under this paragraph shall be borne by Associated. (vi) This Section 8(i) shall not apply to the sale by Contributor in the public market of Contributor Registrable Securities registered under the Securities Act or pursuant to Rule 144 under the Securities Act.

Right of First Refusal. If a Member receives (a) (i) Except as otherwise permitted by Section 3 hereof no Shareholder may transfer any common shares unless the Shareholder desiring to make the Transfer (the “Transferor”) first obtains a bona fide written offer from a third party to purchase all, or portion, of such Shareholder’s common shares or intends to sell such stock in the public market and first offers to sell such stock (the “OfferOffered Interest”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice other Shareholders in accordance with this Section 4. The bona fide offer must state (x) the name and address, (y) the consideration that will be received by the Transferor for the transfer and (z) the payment terms of the consideration and other material terms and conditions of the proposed transfer. (ii) Within ten (10) days of the receipt of the Offer together bona fide offer, the Transferor shall furnish the other Shareholders with a copy of such offer or the principal average trading price of the common shares of the Corporation for the previous 7 days as reported on the exchange that such common shares are trading. Within thirty (30) days of the receipt of the offer, the other Shareholders may elect to purchase all, but not less than all, of the Offered Interest on a proportional basis on the same terms and conditions set forth in the bona fide offer or on the terms set forth in the notice with respect to a sale in the public market, exercisable by delivery of written notice to the Transferor. (iii) In the event the Shareholders elect to purchase all of the saleOffered Interest, including the minimum price closing of the purchase will take place on the first business day following the end of a period forty-five (“Sale Price”45) at which days after exercise of the Shareholders’ option to purchase by delivery of the last written notice thereof to the Transferor, or on such interest is proposed other date as mutually agreed upon by the parties. (iv) In the event the other Shareholders do not elect to be soldpurchase all of the Offered Interest, the Transferor may transfer the Offered Interest to the transferee named in, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to on the terms and conditions as set forth in in, the notice, subject to the limitations of this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained 4 or in the Offerpublic market. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice Transferor fails to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon conclude such sale of the Offered Interest and the execution by the transferee of this Agreementwithin fifteen (15) days thereafter, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant will again become subject to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions restrictions of this Section 8.24.

Right of First Refusal. If (a) Except for any Transfer of the Equity Shares or Equity Securities of Network18 to any of its Affiliates in accordance with Section 4.3(c) or by OCP pursuant to Section 8.2, in the event that any Shareholder desires to Transfer all or a Member receives portion of the Equity Shares or Equity Securities held by it (the “Selling Shareholder”) pursuant to a bona fide offer by any Person (“OfferOfferor”), the Selling Shareholder shall immediately deliver a written notice (“Offer Notice”) which to the Member other Shareholders (“Selling MemberOther Shareholder”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest describing accurately and in reasonable detail the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the saleoffer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement timing as to execution, the identity number of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and Equity Shares or Equity Securities subject to the offer (the “Offer Shares”) and the price to be paid for such Equity Shares or Equity Securities pursuant to such offer, the name and address of the Offeror, any agreements or documents to be executed and delivered relating to such offer, any related terms and conditions as set forth in and any additional information reasonably required by the Other Shareholder. Notwithstanding any provision of this Section 8.2. This Section 8.2 Agreement, the Selling Shareholder shall not apply to Transfer the Offer Shares to, or enter into any sale pursuant to binding agreement in respect of the procedures Offer Shares with, the Offeror unless and until the terms and requirements of Section 8.7. 8.3(b) through (ag) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedare satisfied. (b) The non-selling Member Upon the Offer Notice being delivered to the Other Shareholder, the Other Shareholder shall have sixty (60) days after receipt the right, exercisable at its sole discretion but subject to Section 8.4 of this Agreement to purchase on a pro rata basis to its Percentage Interest all, but not less than all, of the notice Offer Shares offered to elect it, on such terms and conditions that are no less favourable to purchase the Offered InterestOther Shareholder than those specified in the Offer Notice in accordance with the terms of Section 8.2(c). The purchase transaction (unless otherwise agreed to with third-Other Shareholder may only exercise the right contained in this Section directly, provided, however, that the Other Shareholder may also exercise the right contained herein through a third party purchasers) shall be consummated at a closing to be held at which has, in the principal executive offices sole and absolute discretion of the CompanySelling Shareholder, or at such other location as may be agreed been approved in writing by the partiesSelling Shareholder (the “Selling Shareholder Consent”), within sixty(60no later than seven (7) days following Business Days from the date of such request by the Other Shareholder. If the Selling Shareholder does not deliver the Selling Shareholder Consent within 7 Business Days of the request by the Other Shareholder, such non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member delivery shall deliver to constitute a deemed rejection by the Selling Member Shareholder, provided, however, that in no event whatsoever shall the full purchase price Selling Shareholder be liable for, and no rights or claims shall arise or result against delivery of an instrument appropriately transferring the Offered Interest sold therebySelling Shareholder from such failure to deliver the Selling Shareholder Consent. (c) If the non-selling Member Other Shareholder, in its sole discretion, elects to purchase or nominate a third party to purchase, as applicable, all, but not less than all, of the Offer Shares offered to it pursuant to Section 8.3(b) above, the Other Shareholder shall, within the time period set forth in the Offer Notice, provided that such period shall in no event be less than thirty (30) calendar days from the date the Offer Notice is received by the Other Shareholder (such period, the “Offer Period”), give to the Selling Shareholder a notice in writing exercising its right of first refusal (a “RFR Notice”). If a RFR Notice is provided by the Other Shareholder, the transaction of purchase and sale shall be completed by the Other Shareholder within the time frame specified in the offer by the Offeror, provided that such period shall in no event be less than ten (10) Business Days following the expiry of the Offer Period, and provided further that such obligation to complete the transaction shall be is subject to receipt of requisite governmental approvals which approvals shall be promptly applied for by the Company, the Other Shareholders and/or the Selling Shareholder, as the case may be and as applicable, in good faith. (d) If the Other Shareholder, in its sole discretion, does not elect exercise its rights under Section 8.3(b), and does not, within the Offer Period, provide the RFR Notice then the remaining Other Shareholder shall have the right to purchase all the Offered InterestOffer Shares that have been rejected or not accepted by such Other Shareholder on a pro rata basis to the remaining Other Shareholder exercising such right. The Company shall provide at least 10 days notice to the remaining Other Shareholder to exercise their right to purchase all the Offer Shares that have been rejected or not accepted by the Other Shareholder. In case all the Other Shareholder do not exercise its rights under Section 8.3(b), then and does not, within the Offer Period and, or 10 days notice period as mentioned above, provide the RFR Notice, the Selling Member Shareholder may accept sell the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Shares to the contrary Offeror after the expiry of the Offer Period, but within a period of one (1) month of the expiry of the Offer Period, and for a price and on other terms no more favourable to the Offeror than those contained herein (includingin the Offer Notice. If the Offer Shares are not sold within such one month period on such terms, without limitation, the rights of the Other Shareholder pursuant to this Section 8.5 hereof), upon such 8.3 shall again take effect and revive with respect to any sale of Equity Shares or Equity Securities of the Offered Interest and the execution Company held by the transferee Selling Shareholder. (e) Notwithstanding any provision of this Agreement, the transferee Other Shareholder shall become be entitled to require reasonable evidence from the Selling Shareholder that the purchase and sale of the Offer Shares was completed at a Member price and on other terms no more favourable to the Offeror than those contained in the Offer Notice. (f) All notices given under this Section shall also be given concurrently to the Company. (g) The Selling Shareholder shall at all times in soliciting or accepting any offers from any third party, condition such proposed sale on the execution of a Deed of Adherence under which the party to whom any Equity Shares or Equity Securities would be sold would agree to be bound by the provisions of this Agreement. The Offeror shall, as a condition to the effectiveness of any Transfer of Equity Shares or Equity Securities contemplated in this Section 8.3, deliver to the Company (i) such Offeror’s Deed of Adherence agreeing to be bound by the provisions of this Agreement upon consummation of the Transfer and (ii) any other information reasonably requested by the Company. The Selling Shareholder and/or the Offeror shall reimburse the Company for all reasonable costs and expenses incurred by the Company in connection with any such Transfer. (h) The Parties agree that SAIF shall be entitled to its “rights of first refusal” vis-à-vis Network18 contained in this Section 8.3 (as described in 8.3 (a) through (g)), only if, upon the consummation of such sale, the Company would no longer be controlled by the Network18 Group or the voting shares held collectively by the Network18 Group would fall below 51% of the total outstanding voting share capital of the Company. HoweverFor the avoidance of doubt, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of it is clarified that the rights of first refusal created SAIF under this Section 8.2, 8.3 will only apply in the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of circumstances specified in this Section 8.28.3(h) and SAIF will be entitled to its “right of first refusal” vis-à-vis GSHS irrespective of Network18 Group controlling the Company and/or its shareholding in the Company.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Except for a Permitted Transfer or a Transfer of a ROFO Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashpermitted by Section 5.01, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling no Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (directly Transfer any Membership Interest unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying complies with the provisions of this Section 8.25.02. (b) Except for a Permitted Transfer or a Transfer of a ROFO Interest permitted by Section 5.01, in the event that a Member (a “ROFR Seller”) receives a bona fide offer from a third party (a “Proposed Transferee”) for a direct Transfer of all of the ROFR Seller’s Membership Interest (the “ROFR Interest”), and the ROFR Seller desires to accept such offer, the ROFR Seller shall first provide a notice (a “ROFR Notice”) to the other Members, specifying the identity of the Proposed Transferee, the purchase price proposed by such third party for the ROFR Interest (the “ROFR Price”), and the material terms and conditions of such proposed direct Transfer; provided, however, that notwithstanding anything in this Section 5.02 to the contrary, (i) the ROFR Seller shall not be permitted to directly Transfer the ROFR Interest to the Proposed Transferee if the ROFR Price includes any consideration other than cash and (ii) the terms of such direct Transfer shall otherwise be in accordance with Article IV hereof. (c) Delivery of the ROFR Notice to the other Members shall constitute an offer (a “ROFR Offer”) by the ROFR Seller to sell the ROFR Interest to the other Members at the ROFR Price, in cash, and upon the other material terms and conditions of the proposed direct Transfer to the Proposed Transferee; provided, however, that the ROFR Offer (i) shall not include any terms or conditions that do not directly relate to a sale and direct Transfer of the Membership Interests, (ii) shall not include any terms or conditions the performance or satisfaction of which are dependent upon the identity or status of, or other circumstances specific to, the Proposed Transferee, (iii) shall be deemed to include, as a condition to the consummation of such direct Transfer, receipt of such approvals of governmental authorities as may be required by law for a direct Transfer of the Membership Interests by the ROFR Seller to the applicable Member and (iv) shall otherwise be in accordance with Article IV hereof. The ROFR Offer shall remain outstanding for a period of thirty (30) days after the delivery of the ROFR Notice. (d) Each Member (other than the ROFR Seller) shall have thirty (30) days following delivery of a ROFR Notice to elect to accept such ROFR Offer by delivery of written notice of such acceptance to the ROFR Seller (a “ROFR Acceptance Notice”). In the event that more than one such Member delivers a ROFR Acceptance Notice and satisfies the conditions to closing thereunder, the rights to purchase the ROFR Interest shall be allocated among such Members upon the closing of such sale in proportion to their then-existing Ownership Percentages or in such other proportion as such Members may agree. (e) If one or more such Members delivers a ROFR Acceptance Notice within thirty (30) days following delivery of the ROFR Notice, each such party and the Company shall use its commercially reasonable efforts to obtain, as promptly as possible thereafter, any and all consents, approvals and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. A sale and purchase of the ROFR Interest to one or more Members pursuant to this Section 5.02 shall be made at the offices of the Company on or before the later of (i) the date that is one hundred and twenty (120) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. (f) If no Member delivers a ROFR Acceptance Notice within thirty (30) days after receiving the XXXX Xxxxxx, xxx XXXX Seller shall be permitted to directly Transfer the ROFR Interest to the Proposed Transferee upon the terms in the ROFR Notice, provided, that (i) such direct Transfer complies with all other applicable terms and restrictions of this Agreement, including Article IV, and (ii) such direct Transfer occurs on or before the later of (i) the date that is one hundred and fifty (150) days following delivery of the ROFR Acceptance Notice or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase.

Right of First Refusal. (a) If a Member receives a bona fide offer at any time any Common Holder (the “OfferSeller”) which desires (or is required) to Transfer any Shares to a third party other than the Member Company (the “Selling MemberBuyer”), such Seller shall provide notice of such proposed sale to the Company and the Investors in accordance with Section 2.3 hereof, and the Company shall have a period of 15 days after its receipt of such notice (such date of receipt, the “Notice Date”) proposes to accept, whether or not solicited, elect to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice purchase all of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) Shares proposed to be sold or transferred by the Selling Member upon Seller (the “Offered Shares”) at the same price per share and subject to on the same terms and conditions as set forth involved in this Section 8.2such sale or disposition. This Section 8.2 The Company shall not apply to any sale pursuant promptly deliver a copy of each such notice to the procedures members of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) its Board of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedDirectors. (b) The non-selling Member shall have sixty (60) days after receipt of If the notice to Company does not elect to purchase all of the Offered InterestShares pursuant to Section 2.1(a), then for a period of 30 days from the Notice Date, each Investor (or any transferee of the Investor) shall have the right to require, as a condition to such sale or transfer, that the Seller sell to such Investor (or such transferee) at the same price per share and on the same terms and conditions as involved in such sale or disposition that percentage (subject to overallotment rights) of the Offered Shares expressed by a fraction, the numerator of which is the number of shares of Common Stock (less any shares of Ineligible Stock (as defined below)) and Preferred Stock (on an as-converted to Common Stock basis) then held by the Investor (or such transferee), and the denominator of which is the aggregate number of all shares of Common Stock (less all shares of Ineligible Stock) and Preferred Stock then held by all the Investors and transferees of the Investors, if any, on an as-converted to Common Stock basis. Notwithstanding the foregoing, any such Investor may, at the time it accepts the offer, subscribe to purchase any or all securities offered (“Oversubscription Securities”) which may be available as a result of the rejection, or partial rejection, of the offer by other Investors. All Oversubscription Securities shall be offered, on a pro rata basis, to those Investors electing to purchase Oversubscription Securities. The purchase transaction (unless otherwise agreed sale of Oversubscription Securities shall continue pursuant to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices process set forth in the immediately preceding sentence until all of the Company, or at such other location as may be agreed Offered Shares have been purchased by the parties, within sixty(60) days following the date of the non-selling Member’s election Investors or until no Investor desires to purchase the any remaining Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyShares. (c) If Notwithstanding the non-selling Member does foregoing, in the event that the Company and the Investors do not elect to purchase all of the Offered InterestShares, then the Selling Member Seller may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Shares to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Buyer, except as provided in Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.22.2.

Right of First Refusal. If (a) If, at any time after the Effective Date, Landlord receives from a Member receives third party a bona fide written offer (“Offer”) to lease the Expansion Space which the Member (“Selling Member”) proposes Landlord desires to accept,, whether or not solicitedthe Landlord, before accepting the offer, shall send the Tenant written notice of the proposed offer to sell or otherwise dispose lease the Expansion Space, which notice shall embody the terms of its entire Member Interest the offer and a copy of the offer, together with a written notification from the Landlord of Landlord’s intention to accept the offer embodied in the Companynotice if the offer is not accepted by the Tenant. The Tenant shall have the right, then the Selling Member shall furnish to the non-selling Member written notice within seven (7) business days of the receipt of the Offer together with written notice from Landlord (the principal terms and conditions of “Refusal Period”), to accept the sale, including offer to lease the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Expansion Space on the terms and conditions as set forth in this Section 8.2the written notice. This Section 8.2 shall not apply In the event the Tenant elects to any sale pursuant to accept the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained offer embodied in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later datewritten notice, the cash equivalent fair market value of such other consideration shall be included in Tenant must do so by notifying Landlord by written notice within the price at which the Offered Interest may be so purchasedRefusal Period. (b) The non-selling Member shall have sixty If (60i) days after receipt of the Tenant does not accept the offer embodied in the written notice to elect to purchase within the Offered Interest. The purchase transaction Refusal Period provided in paragraph (unless otherwise agreed to with third-party purchasersa) shall be consummated at a closing to be held at the principal executive offices of the Company, hereof or at such other location as may be agreed by the parties, within sixty(60(ii) days following on the date of Tenant’s acceptance of the non-selling Member’s election offer to purchase lease the Offered Interest. At Expansion Space or on the closingdate upon which such Expansion Space is to be occupied by Tenant, unless otherwise stipulated (x) this Lease is not in full force and effect or (y) Tenant is in material default under the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered InterestLease beyond all applicable cure periods, then the Selling Member may accept offer embodied in the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest written notice shall be deemed withdrawn and the execution by Landlord shall be free to lease the transferee Expansion Space to third parties free and clear of this Agreement, the transferee shall become a Member Right of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2First Refusal.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer may transfer all or any part of the Member's interest in the Company (the "Interest") as follows: 8.2.1. The Member desiring to transfer his or her Interest first must provide written notice (hereinafter referred to as the “Notice”) to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (hereinafter referred to as the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose ). 8.2.2. For a period of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3. Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 45 days after expiration of the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased30- day notice period. (b) The non8.2.4. If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-selling Member shall have sixty (60) days after day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Interest on the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms described in the Offer, and the non-selling transferring Member shall deliver may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the Selling Member contrary, should the full purchase sale to a third person be at a price against delivery of an instrument appropriately transferring or on terms that are more favorable to the Offered Interest sold thereby. (c) If purchaser than stated in the non-selling Member does not elect to purchase the Offered InterestOffer, then the Selling transferring Member may accept must reoffer the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by remaining Members at that other price or other terms; provided, further, that if the transferee of this Agreement, sale to a third person is not closed within six months after the transferee shall become a Member expiration of the Company. However30-day period describe above, if then the Selling Member does not sell the Offered Interest pursuant provisions of Section 8.2 will again apply to the Offer within ninety (90) days after Interest proposed to be sold or conveyed. 8.2.5. Notwithstanding the termination (by passage foregoing provisions of time or otherwise) Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the rights other Members of first refusal created under this the Company in accordance with the provisions of Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendent, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which No stockholder shall sell, assign, pledge, or in any manner transfer any of the Member (“Selling Member”) proposes to acceptshares of stock of the corporation or any right or interest therein, whether voluntarily or not solicitedby operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this bylaw: (a) If the stockholder desires to sell or otherwise dispose transfer any of its entire Member Interest in the Companyhis shares of stock, then the Selling Member stockholder shall furnish first give written notice thereof to the non-selling Member written corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the receipt of the Offer together with the principal proposed consideration, and all other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedtransfer. (b) The non-selling Member shall have sixty For thirty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(6030) days following receipt of such notice, the date corporation shall have the option to purchase all (but not less than all) of the non-selling Member’s election shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the stockholder, the corporation shall have the option to purchase a lesser portion of the Offered Interestshares specified in said notice at the price and upon the terms set forth therein. At In the closingevent of a gift, unless property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise stipulated in exempted from the Offerprovisions of this Section 46, the non-selling Member price shall deliver be deemed to be the fair market value of the stock of the corporation at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the Selling Member the full purchase price against delivery transferring stockholder of an instrument appropriately transferring the Offered Interest sold therebyits election and settlement for said shares shall be made as provided below in paragraph (d). (c) If The corporation may assign its rights hereunder. (d) In the non-selling Member does event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice. (e) In the event the corporation and/or its assignees(s) do not elect to purchase acquire all of the Offered Interestshares specified in the transferring stockholder’s notice, then said transferring stockholder may, within the Selling Member may accept sixty (60) day period following the Offer andexpiration or waiver of the option rights granted to the corporation and/or its assignees(s) herein, pursuant thereto, sell transfer the Offered Interest and, notwithstanding anything shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be subject to the provisions of this bylaw in the same manner as before said transfer. (f) Anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreementnotwithstanding, the transferee following transactions shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with be exempt from the provisions of this Section 8.2bylaw: (1) A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian or trustee for the account of such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general or limited partner(s) of such partnership. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the stockholder making such transfer.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of Upon the receipt of a Third-Party Offer by a Selling Beneficial Owner, such Selling Beneficial Owner shall provide the Offer Depositor notice of such Third-Party Offer, together with a true, correct and complete copy of such Third-Party Offer (collectively, the principal terms and conditions of the sale, including the minimum price (“Sale PriceROFR Notice”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer). The non-selling Member, shall Depositor will then have the right to purchase right, but not the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon obligation, assignable in its sole and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply absolute discretion to any sale pursuant to the procedures of Section 8.7. other Person, within ten (a10) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days Business Days after Depositor’s receipt of the notice ROFR Notice, to elect to purchase the Offered InterestInterest for the price and upon the terms and conditions as are contained in the Third-Party Offer by providing notice of such election to the Selling Beneficial Owner; provided, however, that the price that the Depositor or its assignee shall pay for the Offered Interest shall be reduced by any broker’s fees or commissions that would have been payable to any person under the Third-Party Offer if the Offered Interest had been sold pursuant to the Third-Party Offer. The giving of a ROFR Notice by a Selling Beneficial Owner to the Depositor shall constitute a representation and warranty by the Selling Beneficial Owner to the Offerees that the Third-Party Offer is bona fide in all respects. If the Depositor elects to purchase transaction (unless otherwise agreed or assign the right to with third-party purchasers) shall be consummated at a purchase the Offered Interest as described above, the closing to be held at on the principal executive offices sale of the Company, or at such other location as may be agreed by the parties, Offered Interest shall take place within sixty(60sixty (60) days following the date of the non-selling MemberDepositor’s election to purchase or assign the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect right to purchase the Offered Interest, at a place and time to be mutually agreed between the Selling Beneficial Owner and the Depositor or other purchasing party. If the Depositor does not elect, within ten (10) days of Depositor’s receipt of the ROFR Notice, to purchase or assign the right to purchase the Offered Interest as described above, then the Selling Member may accept the Offer and, pursuant thereto, Beneficial Owner shall be free to sell the Offered Interest and, notwithstanding anything to the contrary Person who made the Third-Party Offer in accordance with the terms and conditions of the Third-Party Offer; provided, that (i) if the Offered Interest will not be sold for the price or upon the other terms and conditions stated in the Third-Party Offer for any reason, the Offered Interest may not be sold unless and until the Depositor has been given an opportunity to accept the revised Third-Party Offer in accordance with the terms and conditions of the right of first refusal contained herein in this Trust Agreement and (includingii) the Depositor’s election not to exercise its right of first refusal under this Trust Agreement shall not be deemed a waiver of its rights under this Trust Agreement with respect to any other Third-Party Offers. Any transfer in violation of this Section 6.4(b) shall, to the fullest extent permitted by law, be null, void and of no effect whatsoever and the Trust (through the Depositor) may enforce this Section 6.4(b), without limitation, Section 8.5 hereof)by injunction, upon such sale of specific performance or other equitable relief. Notwithstanding anything in this Trust Agreement to the Offered Interest and the execution by the transferee of this Agreementcontrary, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under described in this Section 8.2, the Selling Member may Trust Agreement shall not thereafter transfer the Offered Interest, without again complying be applicable with the provisions of this Section 8.2respect to a Permitted Transfer.

Right of First Refusal. (a) If a Member receives a bona fide offer Founder (the “Offer”) which the Member (“Selling MemberOffering Founder”) proposes to acceptmake or allow a Transfer (as defined herein) to any Person (other than a Transfer related to an Involuntary Transfer, whether which is covered by Section 3.2 below), of all or not solicitedany part of the securities of the Company now owned or hereafter acquired by him, to sell her or otherwise dispose of its entire Member Interest in the Companyit (“Option Shares”), then the Selling Member Offering Founder shall furnish give written notice thereof (the “Notice”) to the non-selling Member written notice Purchaser. The Notice shall contain an offer to sell the Option Shares to the Purchaser in accordance with the terms of this Agreement, and shall, as applicable: (i) State the name and address of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7.transferee; (aii) The price at which State the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashamount, payable at the closing thereof or at a later date, the cash equivalent type and fair market value of the consideration to be received for the Option Shares and the other terms of the proposed Transfer as are necessary to fully understand the terms of the offer to Transfer; and (iii) Include a copy of the executed agreement, if any, between the Offering Founder and any such other consideration shall be included in third party purchaser covering the price at which the Offered Interest may be so purchasedOption Shares. (b) The non-selling Member shall have sixty (60) For 15 calendar days after receipt of the notice Notice (the “Offer Period”), the Purchaser shall have the right, but shall not be obligated, to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices all or any portion of the Company, or at such other location as Option Shares. This right may be agreed exercised by the parties, within sixty(60) days following Purchaser by giving written notice of exercise to the date Offering Founder before expiration of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyOffering Period. (c) If the non-selling Member does not elect Purchaser elects to purchase all or a portion of the Offered InterestOption Shares, then the Selling Member may accept purchase of the Offer and, Option Shares so elected to be purchased shall be consummated within a period of 30 calendar days following the expiration of the Offering Period. The Offering Founder shall have the right to Transfer all of the Option Shares not so elected to be purchased by the Purchaser pursuant thereto, sell the Offered Interest and, notwithstanding anything to this Section 3.1 to the contrary contained herein transferee named in the Notice upon the terms stated therein. Any Option Shares not so Transferred, and any Option Shares reacquired by the Offering Founder subsequent to its Transfer, shall be subject to the provisions and conditions of this Agreement. (including, without limitation, Section 8.5 hereof), upon such sale d) The purchase price of the Offered Interest and the execution Option Shares purchased by the Purchaser pursuant to the terms of this Section 3.1 shall be the same price as offered by the proposed transferee as described in the Notice, or an equivalent amount of cash as reasonably determined by the parties (unless there is a dispute as to the determination of such amount, in which case it shall be determined in good faith by a majority of the directors). (e) For purposes of this Agreement, “Transfer” and any derivations thereof shall mean a conveyance, sale, disposition, pledge, hypothecation or other transfer. For purposes of this Agreement, when “Transfer” or any derivations thereof is used in relation to Company securities, it shall include the transferee shall become a Member sale, conveyance, disposition, pledge or other transfer of any rights, voting powers or other interests in such securities. (f) Notwithstanding the foregoing, shares of capital stock of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Company beneficially owned by Founders that are used to the Offer within ninety (90) days after the termination (by passage of time or otherwise) settle obligations of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with Company or its subsidiaries shall be excluded from the provisions of this Section 8.23.1 to the extent that Purchaser is provided with reasonable written evidence that said shares are being used for such purpose.

Right of First Refusal. If If, prior to the later of the fifth anniversary of the Effective Date or a Member Public Offering (as hereinafter defined), the Employee Stockholder receives a bona fide offer to purchase any or all of his shares of Stock (the “Offer”) from a third party (the “Offeror”) which the Member (“Selling Member”) proposes Employee Stockholder wishes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Employee Stockholder shall furnish to the non-selling Member written notice of the receipt of cause the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, reduced to writing and a statement as shall notify the Company in writing of his wish to the identity of the real party in interest making accept the Offer. The non-selling MemberEmployee Stockholder’s notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall then be accompanied by a copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by the Company of the Employee Stockholder’s notice, the Company shall have the right and option to purchase purchase, or to arrange for a third party to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Employee Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Employee Stockholder. If at the end of such 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Employee Stockholder may during the succeeding 60 day period sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures of Section 8.7. (a) The Offeror at a price at which and on terms no less favorable to the Offered Interest may be purchased shall be the price Employee Stockholder than those contained in the Offer. If Promptly after such sale, the price contained in Employee Stockholder shall notify the Offer Company of the consummation thereof and shall consist (in whole or in part) furnish such evidence of consideration other than cashthe completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, payable at the closing thereof or at a later date, end of 60 days following the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt expiration of the notice to elect 30 day period for the Company to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Employee Stockholder has not completed the sale of such shares of the CompanyStock as aforesaid, all the restrictions on sale, transfer or at assignment contained in this Agreement shall again be in effect with respect to such other location as may be agreed by the parties, within sixty(60) days following the date shares of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyStock. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. (a) If a Member receives or an Interest Holder (the “Offeror”) desires to transfer all or part of his Membership Rights or Interest in the Company (the “Offered Interest”), he shall notify the Company and the Remaining Members that he has received a bona fide written offer (the “Purchase Offer”) which from a person (the Member (“Selling MemberPurchaser”) proposes to acceptpurchase the Offered Interest for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, whether with or not solicitedwithout interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the first business day following the end of the Offer Period, as hereinafter defined. (b) Prior to making any transfer that is subject to the terms of this section 7.6, the Offeror shall give to the Company and each other Member written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Interest to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or otherwise dispose more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of its entire Member Interest in any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price. (c) The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the thirtieth day following the day of the Offer Notice. (d) At any time during the first twenty-five (25) days of the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Interest, by giving written notice of such acceptance to the Offeror and each other Offeree and the Company, which notice shall indicate the maximum Offered Interest that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer with respect to all of the Offered Interest, the Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Interest that corresponds to the ratio of the percentage of the Offered Interest that such Accepting Offeree indicated a willingness to purchase to the aggregate percentages of the Offered Interest that all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Firm Offer as to all of the Offered Interest during the first twenty-five (25) days of the Offer Period, then the Selling Member Company shall have the option to purchase such remaining Offered Interest by giving written notice of such acceptance to all of the Accepting Offerees and the Offeror during the Offer Period. If the Company does not accept the Firm Offer as to all such remaining Offered Interest, the Firm Offer shall be deemed to be rejected in its entirety. (e) In the event that the Firm Offer is accepted, the closing of the sale of the Offered Shares shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Company, the Offeror and the Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interest pursuant to the terms of the Firm Offer and this section 7.6. (f) If the Firm Offer is not accepted in the manner hereinabove provided, the Offeror may sell the Offered Interest to the Purchaser at any time within sixty (60) days after the last day of the Offer Period, provided that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with other terms, conditions, and restrictions of this Agreement that are not expressly made inapplicable to sales occurring under this section 7.6. In the event that the Offered Interest is not sold in accordance with the terms of the preceding sentence, the Offered Shares shall again become subject to all of the conditions and restrictions of this section 7.6. (g) All sales pursuant to a Purchase Offer shall be made in accordance with applicable federal and state securities laws and the remaining Members can require the Offeror to furnish to the non-selling Member written notice remaining Members, at the Offeror’s expense, an opinion of the receipt of the Offer together with the principal terms and conditions of the salecounsel, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement reasonably acceptable as to the identity form, substance and issuer thereof, that such sale is exempt from applicable federal and state securities registration requirements. All Shares sold pursuant to this section 7.6 to a proposed Purchaser shall, except to the extent otherwise provided, continue to be subject to the terms of this Agreement. (h) In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Interest pursuant to the terms of the real party Firm Offer and this section 7.6, the Offeror shall notify in interest making writing (the “Default Notice”) each other Accepting Offeree and/or the Company who accepted the Firm Offer. The non-selling Member, if any, and each other Accepting Offeree and/or the Company shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures portion of Section 8.7. (a) The price at which the Offered Interest may be not purchased shall be by reason of the price contained default in the Offer. If same proportions as they agreed to purchase the price contained in the Offer shall consist (in whole or in part) remainder of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. by giving written notice of such acceptance to the Offeror within ten (b) The non-selling Member shall have sixty (6010) days after of the receipt of the notice to elect Default Notice, in which event a closing shall take place in accordance with section 7.6(e). If such other Accepting Offerees and the Company do not exercise their right to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices such portion of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interestas provided in this section 7.6(h), then the Selling Member Firm Offer shall be deemed to be rejected and the Offeror may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything as provided in section 7.6(f). In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell purchase the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) terms of the rights of first refusal created Firm Offer and this section 7.6, then such Accepting Offeree and/or the Company shall have no right to purchase the Offered Interest under this Section 8.2, the Selling Member may not thereafter transfer 7.6; provided that if the Offered InterestInterest is not sold to an Accepting Offeree and/or the Company or to the Purchaser within six (6) months from the date of the Firm Offer, without again complying with then such Accepting Offeree and/or the provisions of Company shall retain its right to purchase an Offered Interest pursuant to this Section 8.2section 7.6.

Right of First Refusal. If (a) If, other than pursuant to Section 3.3, all of the members of a Member receives a bona fide offer Principal Stockholder Group (“Offer”the "Selling Stockholders") which the Member (“Selling Member”) proposes to accept, whether or not solicited, shall propose to sell to an unaffiliated third party (the "Third Party Offeror") all but not less than all of the shares of Class B Common Stock beneficially owned by the Selling Stockholders at such time (the "First Refusal Shares") or otherwise dispose to effect an Indirect Transfer of its entire Member Interest such shares (in which case the Company"First Refusal Shares" shall be the shares of Class B Common Stock beneficially owned by the Selling Stockholders) (such proposal being the "Third Party Offer"), the Selling Stockholders shall deliver to each other Principal Stockholder (the "First Refusal Stockholders") a notice (a "First Refusal Notice of Sale") containing a copy of the Third Party Offer, the identity of the Third Party Offeror and an offer to sell all but not less than all of the First Refusal Shares to the First Refusal Stockholders on the following terms: (i) if the Third Party Offer contemplates a purchase of the First Refusal Shares by the Third Party Offeror for consideration consisting solely of cash, then the Selling Member Stockholders' offer shall furnish be to sell the First Refusal Shares for cash in an amount equal to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum purchase price (“Sale Price”) at which such interest is proposed to be soldspecified in, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to otherwise on the terms and conditions as set forth contained in, the Third Party Offer, and (ii) if the Third Party Offer contemplates an acquisition of the First Refusal Shares by the Third Party Offeror for consideration any portion of which is not cash or if the Third Party Offer contemplates an Indirect Transfer, then the Selling Stockholder's offer shall be to sell the First Refusal Shares for cash in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant an amount equal to the procedures of Section 8.7. (a) The price at which cash consideration plus the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other the non-cash consideration (as determined pursuant to Section 3.6) and otherwise on the terms and conditions contained in the Third Party Offer. The First Refusal Notice of Sale shall be included in specify the price at which the Offered Interest may be so purchasedFirst Refusal Shares are offered, as provided in the preceding sentence, as well as other material terms of the Third Party Offer. The First Refusal Stockholders shall enter into an appropriate confidentiality agreement relating to the Third Party Offer on customary terms if reasonably requested by the Selling Stockholders with respect to the Third Party Offer. (b) The non-selling Member shall have sixty If a First Refusal Stockholder desires to accept all or any portion of the offer set forth in a First Refusal Notice of Sale as to any part of the First Refusal Shares, such First Refusal Stockholder (60a "First Refusal Electing Stockholder") shall, within 45 days after of receipt of such First Refusal Notice of Sale, notify the Selling Stockholders of its intention to acquire First Refusal Shares and the number of such shares it desires to acquire, and deliver a copy of such notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such each other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyFirst Refusal Stockholder. (c) If the non-selling Member does First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all of the First Refusal Shares, allocated among them as follows (or in such other manner as the First Refusal Electing Stockholders may agree): (i) The First Refusal Shares shall be allocated among the First Refusal Electing Stockholders pro rata (based on the number of shares of Class B Common Stock owned by each of them) until all of the First Refusal Shares have been allocated or any First Refusal Electing Stockholder has been allocated the number of First Refusal Shares that it desires to acquire, as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d). (ii) If all First Refusal Shares are not elect allocated pursuant to purchase paragraph (i) or any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) or any prior application of this paragraph (ii) shall be allocated among the Offered InterestFirst Refusal Electing Stockholders (other than any First Refusal Electing Stockholder that has been allocated the number of First Refusal Shares that it desires to acquire), as specified in its notice to the Selling Stockholders, as it may have been amended pursuant to Section 3.4(d), pro rata (based on the number of shares of Class B Common Stock owned by each of them). If all First Refusal Shares are not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii), any First Refusal Shares that were not allocated pursuant to paragraph (i) and any prior application of this paragraph (ii) shall be allocated by continuing to apply this paragraph (ii) as required. (d) If the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Member may accept Stockholders shall so notify the Offer andFirst Refusal Electing Stockholders. Each First Refusal Electing Stockholder shall have the right, pursuant thereto, sell the Offered Interest and, notwithstanding anything by written notice sent to the contrary contained herein Selling Stockholder (includingwith a copy of such notice to each other Principal Stockholder) within 10 days after its receipt of the notice from the Selling Stockholders pursuant to this Section 3.4(d) to amend its notice to increase the number of First Refusal Shares that it desires to purchase. If, without limitation, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 8.5 hereof3.4(d), upon the First Refusal Electing Stockholders desire to acquire, in the aggregate, all of the First Refusal Shares, then the First Refusal Electing Stockholders shall have the right to acquire all the First Refusal Shares, allocated among them in accordance with Section 3.4(c). If, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.4(d), the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholders' offer of the First Refusal Shares shall be deemed rejected as of the last day for a First Refusal Electing Stockholder to amend its notice pursuant to this Section 3.4(d) (the "First Refusal Rejection Date"). (e) Any purchase of First Refusal Shares by the First Refusal Electing Stockholders pursuant to this Section 3.4 shall be subject to the following terms and conditions: (i) The Selling Stockholders shall represent and warrant that the First Refusal Electing Stockholders will receive good and valid title to the First Refusal Shares to be purchased by them, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on voting rights, charges and other encumbrances of any nature whatsoever except as set forth in this Agreement and except for governmental, regulatory and other third party consents and approvals required for transfers of shares of Common Stock generally. (ii) The closing of the purchase of First Refusal Shares by the First Refusal Electing Stockholders shall be subject to the satisfaction of following conditions: (A) All applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated. (B) All governmental approvals and other third party consents expressly required with respect to the transactions to be consummated at such closing shall have been obtained, to the extent the failure to obtain such approvals or consents would prevent the Selling Stockholders from performing any of their material obligations under the transaction documents or would result in any materially adverse change in, or materially adverse effect on, the business, assets, results of operations, financial condition or prospects of the Company and the Persons controlled by the Company taken as a whole. (C) There shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such closing. (D) The representation and warranty of the Selling Stockholders contemplated by clause (i) of this sentence shall be true and correct at the closing of such sale with the same force and effect as if then made. (iii) The closing of the Offered Interest and the execution any purchase of First Refusal Shares by the transferee of First Refusal Electing Stockholders pursuant to this Agreement, Section 3.4 shall take place on the transferee shall become a Member of date and at the Company. However, if place and time determined by the Selling Member does not sell the Offered Interest pursuant Stockholders and communicated to the Offer First Refusal Electing Stockholders in writing, at least seven days prior to such closing, but in any event within ninety (90) sixty days after the termination (acceptance by passage of time or otherwise) the First Refusal Electing Stockholders of the rights offer, subject to extension for a maximum of first refusal created under this one hundred eighty additional days to the extent required to obtain all required governmental, regulatory and other third party consents and approvals. (f) If (i) the Selling Stockholders' offer of the First Refusal Shares is rejected as provided in Section 8.23.4(d) or (ii) the purchase by the First Refusal Stockholders of the First Refusal Shares is not consummated within the period set forth in Section 3.4(e)(iii) for any reason other than an action by the Selling Stockholders, then the Selling Stockholders shall have the right, at any time during the 90-day period beginning on the First Refusal Rejection Date or the day following the last day of the period set forth in Section 3.4(e)(iii) (the "First Refusal Termination Date"), as applicable, to enter into a binding agreement to sell all of the First Refusal Shares to the Third Party Offeror, or to effect the Indirect Transfer contemplated by the Third Party Offer, as applicable, in either case on terms and conditions no less favorable in the aggregate to the Selling Stockholders (and, in the case of an Indirect Transfer, the Person receiving the consideration) than those set forth in the Third Party Offer, and thereafter to sell all of the First Refusal Shares to the Third Party Offeror or effect the Indirect Transfer, as applicable, pursuant to such agreement. If the Selling Member may Stockholders do not thereafter enter into such an agreement during such 90-day period, or do not close the sale thereunder within sixty days after the execution of such agreement (subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all required governmental, regulatory and other third party consents and approvals), the procedure set forth above with respect to the First Refusal Notice of Sale shall be repeated with respect to the Third Party Offer or any subsequent proposed transfer of Class B Common Stock by the Offered Interest, without again complying with Selling Stockholders which is subject to the provisions of this Section 8.23.4. (g) In connection with a sale or Indirect Transfer of shares of Class B Common Stock to a Third Party Offeror permitted by Section 3.4(f), (i) the Selling Stockholders shall have the right to sell to the Third Party Offeror all, but not less than all, of their shares of Class B Common Stock or permit the Indirect Transfer, as applicable, without converting such shares to Class A Common Stock, (ii) the Selling Stockholders shall have the right to transfer to the Third Party Offeror all, but not less than all, of their rights to designate Agreed Nominees pursuant to Section 2.1(c)(i) and (iii) (A) in the case of a sale of the First Refusal Shares, the Third Party Offeror shall be required to assume the obligations of the Selling Stockholders under this Agreement with respect to such shares and become a party to this Agreement and (B) in the case of an Indirect Transfer, the Third Party Offeror, upon taking control of the Selling Stockholders, shall be required to cause the Selling Stockholders to confirm in writing the continuing validity and effectiveness of their obligations under this Agreement. (h) In furtherance of the rights set forth in this Section 3.4, the Company agrees that, on reasonable notice following the delivery of a First Refusal Notice of Sale, at reasonable times and without interfering with the business or operations of the Company, it will assist the Selling Stockholders in obtaining all necessary consents to any disposition of the shares to be sold.

Right of First Refusal. If a Member (a) Subject to clause 14.3(c) below, if Franchisee or any Principal receives a an acceptable bona fide offer from a third party to directly or indirectly purchase the Franchised Restaurant and/or the Location, or any portion thereof or interest therein or any asset material to the operation of the Franchised Restaurant or any equity interest in Franchisee (individually and collectively, the “Assets”), Franchisee must give BKE written notice (“OfferOffer Notice”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, offering to sell the Assets to BKE or its assignee at the same purchase price and otherwise dispose of its entire Member Interest in on substantially the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal same terms and conditions and setting out the name and address of the saleprospective purchaser, including the minimum price (“Sale Price”) at which and other terms of the offer, a copy of the proposed sale agreement for the Assets executed by both Franchisee and purchaser, together with such interest is other information and documentation as BKE may request in order to evaluate the offer, including, but not limited to, all exhibits, copies of real estate purchase agreements, proposed to be soldsecurity agreements and related promissory notes, assignment documents, leases, deeds, surveys, title insurance commitments and policies and copies of all title exceptions and any other information BKE may request, a franchise application completed by the prospective purchaser, references, and a statement as the opportunity to interview the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedprospective purchaser and/or its officers. (b) The non-selling Member shall have sixty If the consideration offered by the third party is not in cash, Franchisee must offer to sell the Assets to BKE at the fair market value, which, failing agreement between BKE and Franchisee, will be determined by an independent expert mutually agreed to by the parties (60) days after receipt if the parties cannot agree on such an expert, then the chairperson of the notice to elect to purchase Treuhandkammer (the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasersSwiss professional organisation of auditors) shall finally appoint such independent expert), and the offer will be consummated at a closing deemed to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following have been made on the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyfair market value is agreed or determined. (c) A bona fide offer from a third party includes any Transfer consolidation, merger or any other transaction in which legal or beneficial ownership of the franchise granted by this Agreement or any equity interests held by a Principal, is vested in any person other than Franchisee or that Principal, except that a Principal who is not a Co-Debtor may Transfer up to 25% of its ownership interests in Franchisee without complying with the terms and conditions of this clause 14.3. (d) BKE or its assignee has the right and the option, exercisable within 30 days from receipt of an Offer Notice, and all other requested documentation and information required under clause 14.3(a) (“Offer Period”), to accept the offer. Silence on the part of BKE shall constitute rejection of the offer. (e) BKE or its assignee may accept the offer contained in the Offer Notice by giving notice of acceptance to Franchisee before the expiration of the Offer Period (“Acceptance Notice”). (f) The Acceptance Notice may contain terms which vary from the terms of the Offer Notice if the terms upon which BKE or its assignee agrees to buy the Assets are not commercially less favorable to Franchisee than those contained in the Offer Notice. Further, the Acceptance Notice may reject any provision or condition that is inconsistent with Franchisee’s obligations under this Agreement or the effect of which would be to increase the cost to, or otherwise change the economic terms imposed on, BKE or its assignee, as a result of the substitution of BKE or its assignee (as applicable) for the prospective purchaser. Any such provision or condition is void and unenforceable against BKE. (g) If Franchisee receives the Acceptance Notice during the Offer Period, Franchisee must sell and BKE or its assignee must purchase the Assets upon the terms and conditions contained in the Offer Notice as such terms may be varied by the Acceptance Notice. (h) Acceptance will constitute a binding contract and BKE or its assignee and Franchisee shall complete the sale and purchase with all reasonable speed, subject to (i) all of the closing conditions set forth in the proposed sale agreement; (ii) obtaining any necessary consents and estoppels from landlords or others which Franchisee must use best efforts to obtain; and (iii) satisfaction with the results of a due diligence investigation of the Assets, as conducted by BKE or its assignee over a period of not less than 60 days, commencing on the date of the Acceptance Notice. (i) If BKE rejects Franchisee’s offer to sell the Assets or any portion thereof, as the case may be, Franchisee may conclude the sale to the purchaser named in the Offer on terms not more favorable to the purchaser than those offered to BKE, subject to obtaining the prior consent of BKE as required under this Agreement. (j) If the non-selling Member does sale to the purchaser has not been completed within 90 days of obtaining BKE’s consent, or such longer time as may be reasonably required to obtain the consent of any landlord or other person, BKE may at any time thereafter withdraw its consent to the Transfer by giving written notice to Franchisee. If Franchisee thereafter wishes to proceed with the sale of the Assets on the same commercial terms to the same prospective purchaser, Franchisee is not required comply with this clause 14.3 (Right of First Refusal) but must obtain BKE’s prior consent to the Transfer. (k) The election by BKE not to exercise its right of first refusal as to any Offer will not affect its right of first refusal as to any subsequent Offer. (l) If the proposed sale of the Assets includes assets of Franchisee not related to the operation of Burger King Restaurants, BKE or its assignee may, at its option, elect to purchase only the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything assets related to the contrary contained herein operation of Burger King Restaurants and an equitable purchase price will be allocated to each asset included in the proposed sale. (including, without limitation, Section 8.5 hereof), upon such sale m) Any Transfer or attempted Transfer of the Offered Interest interests described in this clause 14.3 without first giving BKE the right of first refusal as described above shall be void and the execution by the transferee of no force and effect, and shall constitute a material act of default hereunder and deemed good cause for termination of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If (a) In the event that any Holder (a Member receives a bona fide offer (“OfferSelling Holder”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, desires to sell or otherwise dispose of its entire Member Interest transfer Shares in a transaction which is not a Permitted Transfer, the Selling Holder shall deliver to the Company, then the Selling Member shall furnish to the non-selling Member a written notice of the receipt of intention to sell and the Offer together with the principal terms and conditions of the proposed sale, including the minimum purchase price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party proposed purchaser (hereinafter referred to as a “Notice of Intention to Sell”), together with a written offer (hereinafter referred to as the “First Inside Offer”) irrevocable for fifteen (15) days from its receipt, to sell to the Company for a price determined in interest making accordance with Section 3(d) all (but not less than all) of the Shares covered by the Notice of Intention to Sell, on the same terms and conditions as are contained in the Notice of Intention to Sell. If the Company accepts the First Inside Offer (which it may do as to all or part of the Shares offered, subject to the remaining Stockholders agreeing to purchase the rest of such Shares offered in accordance with Section 3(b)), the Company shall purchase and pay for such Shares in accordance with the terms of the First Inside Offer and Sections 4 and 5 hereof. (b) If the Company does not accept the First Inside Offer, or accepts the First Inside Offer in part, the Selling Holder shall thereupon deliver to each of the other Stockholders a written offer irrevocable for fifteen (15) days to sell to such Stockholders for a price determined in accordance with Section 3(d) all (but not less than all) of the Shares which the Company has not elected to purchase in the First Inside Offer (hereinafter referred to as the “Second Inside Offer”), on the same terms and conditions as the First Inside Offer. The nonSecond Inside Notice shall also notify such Stockholders that they may be eligible Co-selling MemberSellers pursuant to Section 6. The Stockholders shall have the right to accept the Second Inside Offer on at least a pro rata basis in accordance with the number of shares of Common Stock owned, or obtainable by each of them in relation to the number of shares of Common Stock owned, or obtainable by Stockholders other than the Selling Holder, calculated on a Fully Diluted Basis. Each exercising Stockholder shall then give written notice to the Selling Holder and to the Company stating the quantity of Shares which such Stockholder desires to purchase (which quantity may exceed the number of Shares such Stockholder would be entitled to purchase on a pro-rata basis as provided above in this Section 3 if all Stockholders exercised this right). If the total number of Shares specified in such Stockholders’ notices exceed the number of Shares offered in the Second Inside Offer, each exercising Stockholder shall have the right to purchase such portion of the Member Interest (“Offered Interest”) proposed to be sold by Shares offered in the Selling Member upon and subject to the terms and conditions Second Inside Offer on a pro-rata basis with all other exercising Stockholders determined as set forth provided above in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant 3, up to the procedures number of Section 8.7. (a) Shares specified in its notice. The price at which the Offered Interest may be Shares not so purchased shall be allocated on a pro-rata basis determined as provided above in this paragraph among the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect exercising Stockholders electing to purchase more than their pro-rata portions up to the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices number of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated Shares specified in the Offer, the non-selling Member shall deliver each exercising Stockholders’ notice to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyHolder. (c) If all of the non-selling Member does not elect to purchase the Offered Interest, then Shares offered by the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does Holder are not sell the Offered Interest purchased pursuant to the Offer within ninety (90) days after First and the termination (by passage of time Second Inside Offer, or otherwise) of the rights of first refusal created under this Section 8.2payment therefor is not made in accordance with Sections 4 and 5 hereof, the Selling Member Holder may not thereafter transfer sell the Offered Interest, without again Shares to the bona fide third party purchaser identified in the Notice of Intention to Sell (the “Third Party Purchaser”) (subject to the Selling Holder first complying with the provisions of Section 6) on the same terms and conditions set forth in the Notice of Intention to Sell, during the sixty (60) day period immediately following expiration of the Second Inside Offer or the time for payment for the Shares, as the case may be. All Shares transferred pursuant to this Section 8.2Agreement shall remain subject to the terms of this Agreement. Any Shares not purchased pursuant to the First Inside Offer or the Second Inside Offer or by the Third Party Purchaser within the time periods specified herein may not be sold or otherwise disposed of without again offering them to the Company and the Stockholders in accordance with this Agreement. (d) The purchase price to the Company or the Stockholders for Shares offered pursuant to the First Inside Offer and the Second Inside Offer shall be an amount equal to one hundred percent (100%) of the cash purchase price and one hundred percent (100%) of the fair market value of any non-cash consideration set forth in the Notice of Intention to Sell.

Right of First Refusal. If a Member receives a (i) The Participant may not accept any offer to purchase all or any portion any Stock owned by the Participant that was acquired pursuant to this Agreement unless such offer is in writing, for cash, irrevocable by its terms for at least thirty (30) days, and bona fide as determined by the Committee in good faith. If the Participant desires to accept any such offer (“Offer”) which from any prospective purchaser, the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest Participant shall give notice in the Company, then the Selling Member shall furnish writing to the non-selling Member written notice Company (i) designating the number of the receipt shares of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed Stock to be sold, (ii) naming the prospective purchaser of such shares of Stock, and a statement as (iii) specifying the offer price and other terms upon which the Participant may sell the shares pursuant to the identity offer. During the 30-day period following receipt of such notice by the real party in interest making Company, the Offer. The non-selling Member, Company shall then have the right to purchase from the Member Interest Participant all (“Offered Interest”but not less than all) proposed to be sold by of the Selling Member shares of Stock specified in such notice at the offer price and upon and subject to the terms and conditions as set forth specified in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7offer. (aii) The price at which the Offered Interest may be purchased rights provided hereunder shall be exercised by the price contained in Company by written notice to the OfferParticipant. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later datesuch rights are exercised, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member Company shall deliver to the Selling Member Participant a certified or bank check for the full purchase price specified offer price, payable to the order of the Participant, and/or appropriate evidence of the cancellation of any indebtedness owed by the Participant to the Company, in either case against delivery of an instrument certificates or other instruments representing the shares of Stock so purchased, appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution endorsed by the transferee of this Agreement, Participant. At any time during the transferee shall become a Member 30 days following the expiration unexercised of the Company. However’s 30-day purchase rights period, if the Selling Member does not Participant may sell the Offered Interest pursuant such Stock, but only to the Offer within ninety (90) days after purchaser identified in the termination (notice to the Company, at the price, and on the other terms, specified in the notice, provided that such purchaser must have first agreed in writing to be bound by passage of time or otherwise) of the rights a right of first refusal created under this Section 8.2, in favor of the Selling Member may not thereafter transfer the Offered Interest, without again complying with Company substantially similar to the provisions of this Section 8.214(b) of this Agreement, as well as to the restrictions on a sale in connection with a public offering contained in Section 11 of this Agreement.

Right of First Refusal. If (a) In the event that any Member has a Member receives binding, written offer from an unrelated Person for the Transfer of its Interest other than pursuant to a bona fide Permitted Transfer and desires to accept such offer to purchase (“Offer”) which the a "PROPOSED TRANSFER"), such Member (“Selling Member”the "SELLING MEMBER") proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish deliver to the nonCompany and the remaining Members (the "NON-selling Member SELLING MEMBERS") written notice of the receipt 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 material terms of such offer (an "OFFER NOTICE"). The Offer together with Notice shall constitute an irrevocable offer by the principal Selling Member to sell all (but not less than all) of its Interest subject to the Proposed Transfer (i) first, to 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 saleProposed Transfer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and except that a statement as to the identity of the real party in interest making the Offer. The non-selling Member, purchaser under this Section 12.8 shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject pay cash in an amount equal to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to Fair Market Value of any sale pursuant to Non-Cash Consideration (the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased"RIGHT OF FIRST REFUSAL"). (b) The nonDuring the First Offer Period, each Non-selling Selling Member may elect to purchase all or any portion of such Non-Selling Member's Offer Percentage (as hereinafter defined) of the Interest subject to the Proposed Transfer by delivering written notice of such election stating the percentage of the Interest to be purchased (an "ELECTION NOTICE") to the 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 numerator of which is equal to the Percentage Interest of the Company held by such Member on the date of the Offer Notice and the denominator of which is the Percentage Interests held on such date by all Non-Selling Members (the "OFFER PERCENTAGE"); provided that a Member shall have sixty (60) days after receipt the right in an Election Notice to agree to purchase all or any portion of the notice to 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 Offered portion of the 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 First Offer Period shall be deemed to be an election by such Member not to purchase transaction any of the Interest subject to the Proposed Transfer. (unless otherwise agreed c) 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 Member prior to the expiration of the Second Offer Period. The failure by the Company to deliver an Election Notice during any Second Offer Period shall be deemed to be an election by the Company not to purchase any of the Interest subject to the Proposed Transfer. (d) If the Non-Selling Members and, if applicable, the Company (either individually or collectively) do not elect to purchase all of the Interest subject to the Proposed Transfer, the Selling Member may, Transfer to the purchaser named in the Offer Notice (the "THIRD PARTY PURCHASER") all (but not less than all) of the Interest subject to the Proposed Transfer in accordance with thirdthe terms and conditions set forth in the Offer Notice; provided, however, that if the Selling Member has not consummated the 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 again be in effect with respect to such Interest. (e) If the 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-party purchasersSelling 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 Transfer consists of consideration that is other than cash consideration payable in immediately available funds at the 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 cash consideration, if any, and the 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 consummated at a closing to be held that shall occur at the principal executive offices business office of the CompanyCompany within 20 Business Days following the expiration of the relevant Offer Period, or at such other location place or time as may be agreed by mutually acceptable to the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the such closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer shall deliver a certificate or other instrument representing the Offered InterestInterest being purchased, without again complying with the provisions free and clear of all liens, claims, encumbrances (other than as a result of this Agreement) and defects in title and duly endorsed for Transfer to the appropriate purchaser and, in exchange therefor, the purchaser of such Interest shall pay the purchase price, as provided in Section 8.212.8(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. VI.3.1. If a any Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, desires to sell all or otherwise dispose any portion of its entire Member such Member’s Interest in the Company, then the Selling such Member shall furnish to first (a) obtain the non-selling Member written notice approval of the receipt of the Offer together Voting Interests pursuant to Section 6.1.1., and (b) comply with the principal terms and conditions of this Section 6.3. Such Member must notify the saleCompany and the other Members in writing of such Member’s desire to sell, including the minimum price proposed transferee, the proposed purchase price, and terms and conditions of sale (“Sale PriceNotice”) at which ). The Company and the other Members shall have the right to purchase all, but not less than all, of the Interest of such interest is Member proposed to be sold, sold on the terms and a statement conditions set forth in the Sale Notice and as to provided in this Section 6.3 which shall be irrevocable unless and until the identity rights of the real party first refusal provided for herein shall have been waived in interest making the Offerwriting or shall have expired. The non-Company shall have the first right to purchase the Interest offered by the selling Member by delivering notice of exercise to such selling Member, and the other Members, within twenty (20) days after delivery of the Sale Notice (“Election Period”). At such closing, the selling Member shall then accept such payment as is due at closing and shall deliver to the Company in exchange therefor duly executed instruments of transfer. VI.3.2. If the Company fails or refuses to deliver a notice of exercise of the right to purchase the Interest of the selling Member by the expiration of the Election Period, or is otherwise prohibited by law or this Agreement from doing so, the other Members shall have the right to purchase the offered Interest of the selling Member by delivering notice of exercise to such selling Member and the other Members within ten (10) days after expiration of the Election Period (such ten-day notice period being defined as the “Member Notice Period”). Such right must be exercised as to the entire Interest (“Offered Interest”) proposed to be sold offered for sale and, unless otherwise agreed by the Selling Members electing to purchase the offered Interest, shall be apportioned among those Members electing to purchase the Interest in proportion to their Percentages. VI.3.3. If the other Members fail to timely elect or refuse to exercise their rights to purchase the Interest of the selling Member upon and offered under Section 6.3.1, subject to the terms co-sale rights of the Members in Section 6.5, the selling Member may proceed to sell all, but not less than all, of such offered Interest in accordance with the notice, provided that the transferee agrees to become a party to and be bound by the terms, conditions as and restrictions set forth in this Agreement. The purchase price of any Interest to be acquired pursuant to this Section 8.2. This Section 8.2 6.3.3 shall be payable on the terms offered to the selling Member by the proposed transferee (provided, however, that the Company and the Members shall not apply be required to meet any sale pursuant non-monetary terms of the proposed transfer, including, without limitation, delivery of other securities in exchange for the Interest proposed to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offersold, including any consulting or similar agreements or restrictive covenants). If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sale is not closed within sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, such failure or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offerrefusal, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered not transfer Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.26.3.

Right of First Refusal. (a) If a Member receives a bona fide offer CB intends to Transfer all or any part of its Participating Interest, or an Affiliate of CB intends to Transfer Control of CB (“OfferTransferring Entity”) which ), CB shall promptly notify Kazco of such intentions. The notice shall state the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, including in whole or in part, other than monetary, the minimum notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). Kazco shall have thirty (30) days from the date such notice is delivered to notify the Transferring Entity (and the Participant if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (“Sale Price”or its monetary equivalent in cash or currency) at which such interest is proposed to be sold, and a statement as to on the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2the notice. This Section 8.2 shall not apply to any sale pursuant to If it does so elect, the procedures of Section 8.7. (a) The price at which acquisition by the Offered Interest may be purchased other Participant shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value consummated promptly after notice of such other consideration shall be included in the price at which the Offered Interest may be so purchased.election is delivered; (b) The non-selling Member If Kazco fails to so elect within the period provided for above, the Transferring Entity shall have sixty (60) days after receipt following the expiration of such period to consummate the notice Transfer to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-a third party purchasers) shall be consummated at a closing price and on terms no less favorable to be held at the principal executive offices of the Company, or at such other location as may be agreed Transferring Entity than those offered by the parties, within sixty(60) days following the date of the non-selling Member’s election Transferring Entity to purchase the Offered Interest. At the closing, unless otherwise stipulated Kazco in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby.aforementioned notice; (c) If the non-selling Member does not elect Transferring Entity fails to purchase consummate the Offered Interest, then Transfer to a third party within the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreementperiod set forth above, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under of the other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Paragraph.

Right of First Refusal. If (a) If, at any time on or after the Lapse Date and prior to a Member receives Public Offering, any holder of Employee Securities (for purposes of this Section 3.2(a), a bona fide offer (“Offer”) which the Member (“Selling MemberEmployee Holder”) proposes to acceptsell any or all of his Employee Securities (other than an Exempt Employee Transfer) to a third party (a “Proposed Sale”), whether or not solicited, such Selling Employee Holder shall first notify the Company in writing. Such Selling Employee Holder’s notice to the Company (the “Proposed Sale Notice”) shall (i) state such Selling Employee Holder’s intention to sell Employee Securities to one or otherwise dispose more persons, the amount of its entire Member Interest Employee Securities to be sold, the purchase price therefor, and the other material terms of the Proposed Sale and (ii) contain an irrevocable offer to sell such Employee Securities to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Proposed Sale. (b) At any time within thirty (30) days after the date of the receipt by the Company of the Offer together with Proposed Sale Notice, the principal Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the Employee Securities covered by the Proposed Sale Notice at the same price and on the same terms and conditions of the saleProposed Sale (or, including if the minimum price (“Proposed Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to includes any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable then, at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices sole option of the Company, at the equivalent all cash price, determined in good faith by the board directors of the Company), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Selling Employee Holder provides to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Selling Employee Holder at the principal office of the Company against delivery of certificates or other instruments representing the Employee Securities so purchased, appropriately endorsed by the Selling Employee Holder. If at the end of the 30-day period, the Company or such other location third party has not tendered the purchase price for such Employee Securities in the manner set forth above, the Selling Employee Holder may, during the succeeding 30-day period, sell not less than all of the Employee Securities covered by the Proposed Sale to a third party on terms no less favorable to the Selling Employee Holder than those contained in the Proposed Sale Notice. Promptly after such sale, the Selling Employee Holder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be agreed requested by the partiesCompany. If, within sixty(60at the end of thirty (30) days following the date expiration of the non30-selling Member’s election day period during which the Company is entitled hereunder to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Employee Securities, the Selling Member may Employee Holder has not thereafter completed the sale of such Employee Securities as aforesaid, all of the restrictions on sale, transfer the Offered Interest, without or assignment contained in this Agreement shall again complying be in effect with the provisions of this Section 8.2respect to such Employee Securities.

Right of First Refusal. If Other than with respect to a transfer to (i) a spouse or lineal descendant, (ii) an Affiliate of a Member, spouse or lineal descendant, or (iii) a Permitted SRT Transfer if any Member receives a bona fide offer desires to assign or otherwise transfer all or any portion of such Member’s Interest (the “OfferOffered Interest”) which ), the Member desiring to so transfer the Offered Interest (the “Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in shall give written notice (the Company, then the Selling Member shall furnish “Offering Notice”) to the non-selling Member written notice transferring Members (the “Non-Selling Members”) of the receipt of Selling Member’s intention to so transfer. The Offering Notice shall specify the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed Offered Interest to be soldtransferred, and a statement as the consideration (which consideration shall consist only of cash) to be received therefor, the identity of the real party in interest making proposed purchaser, and the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by exact terms upon which the Selling Member upon and subject intends to so transfer. For thirty (30) days after the terms and conditions as set forth in this Section 8.2. This Section 8.2 effective date of the Offering Notice (the “Review Period”), the Non-Selling Members shall have the option to elect to purchase from the Selling Member all (but not apply to any sale pursuant to the procedures less than all) of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be at the same price contained and on the same terms as are specified in the Offer. If Offering Notice by delivering to the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at Selling Member a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect written offer to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with thirdIn the event that more than one Non-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election Selling Member elects to purchase the Offered Interest, then each Non-Selling Member so electing shall be entitled to purchase that portion of the Interest offered as such Member’s Interest in the Company bears to the total Interests of all the Non-Selling Members electing to so purchase. If the Non-Selling Members, or any of them, elect to so purchase all of the Offered Interest within the time period specified, then the purchase by such Non-Selling Members of the Offered Interest shall be consummated at the principal place of business of the Company on the terms and conditions set forth in the Offering Notice. At the closing, unless otherwise stipulated in the Offer, the non-selling Selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. free and clear of all liens, security interest and competing claims (cother than security interest granted in favor of the Non-Selling Members who have elected to purchase) If the nonand shall deliver to such Non-selling Member does not elect Selling Members who have elected to purchase such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interest or competing claims as such Non-Selling Members reasonably request. If, within the Review Period, the Non-Selling Members fail to timely and validly offer to purchase all of the Offered Interest, then the Selling Member may accept the Offer andmay, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination expiration of such thirty (by passage of time 30) day period, transfer the Offered Interest to the person or otherwiseentity identified in the Offering Notice on the same terms and conditions and at the same price specified in the Offering Notice. If the Selling Member fails to so transfer the Offered Interest within such ninety (90) of day period, then, prior to transferring the rights of first refusal created under this Section 8.2Offered Interest, the Selling Member may not thereafter transfer the Offered Interest, without again complying shall resubmit an Offering Notice in accordance with the provisions of this Section 8.2and shall comply with the other terms of this Section. Notwithstanding anything in this Section 12.03 to the contrary, all transfers pursuant to this Section 12.03 are subject to the restrictions set forth in Section 12.01 and 12.05 hereof.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Purchaser in accordance with the terms of this Agreement each of the Vendors and the Purchaser (hereinafter each called the "Disposing Party") hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the "Holding"). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article "14" hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party's interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Property shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. (a) If at any time a Member Shareholder (such Shareholder, an “Offering Shareholder”) receives a bona fide offer from any Third Party Purchaser to purchase all or any portion of the Shares (the “OfferOffered Shares”) which owned by the Member Offering Shareholder and the Offering Shareholder desires to Transfer the Offered Shares (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Companyother than Transfers that are permitted by Section 3.01(b)), then the Selling Member shall furnish to the non-selling Member written notice Offering Shareholder must first make an offering of the receipt of the Offer together Offered Shares to each other Shareholder in accordance with the principal terms and conditions provisions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased3.02. (b) The Offering Shareholder shall, within five (5) Business Days of receipt of the offer from the Third-Party Purchaser, give written notice (the “Offering Shareholder Notice”) to the Company and the other Shareholders stating that it has received a bona fide offer from a Third-Party Purchaser and specifying: (i) the number of Offered Shares to be Transferred by the Offering Shareholder; (ii) the name of the Third-Party Purchaser; (iii) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-selling Member cash consideration in sufficient detail to permit the valuation thereof; and (iv) the proposed date, time, and location of the closing of the Transfer, which shall have not be less than sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following from the date of the non-selling MemberOffering Shareholder Notice. The Offering Shareholder Notice shall constitute the Offering Shareholder’s election offer to purchase Transfer the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver Shares to the Selling Member other Shareholders, which offer shall be irrevocable until the full purchase price against delivery end of an instrument appropriately transferring the Offered Interest sold therebyROFR Notice Period. (c) By delivering the Offering Shareholder Notice, the Offering Shareholder represents and warrants to the Company and to each other Shareholder that: (i) the Offering Shareholder has full right, title, and interest in and to the Offered Shares; (ii) the Offering Shareholder has all the necessary power and authority and has taken all necessary action to Transfer such Offered Shares as contemplated by this Section 3.02; and (iii) the Offered Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. (d) Upon receipt of the Offering Shareholder Notice, each Shareholder shall have ten (10) Business Days (the “ROFR Notice Period”) to elect to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFR Notice”) to the Offering Shareholder and the Company stating that it offers to purchase such Offered Shares on the terms specified in the Offering Shareholder Notice. Any ROFR Notice shall be binding upon delivery and irrevocable by the applicable Shareholder. If more than one Shareholder delivers a ROFR Notice, each such Shareholder (the non“Purchasing Shareholder”) shall be allocated its pro-selling Member rata portion of the Offered Shares, which shall be based on the proportion of the number of Shares such Purchasing Shareholder owns relative to the total number of Shares all of the Purchasing Shareholders own. (e) Each Shareholder that does not elect deliver a ROFR Notice during the ROFR Notice Period shall be deemed to have waived all of such Shareholder’s rights to purchase the Offered InterestShares under this Section 3.02, then and the Selling Member may accept Offering Shareholder shall thereafter, subject to the Offer andrights of any Purchasing Shareholder, pursuant thereto, be free to sell the Offered Interest and, notwithstanding anything Shares to the contrary contained herein Third Party Purchaser in the Offering Shareholder Notice without any further obligation to such Shareholder pursuant to this Section 3.02. (including, without limitation, f) If no Shareholder delivers a ROFR Notice in accordance with Section 8.5 hereofSection 3.02(d), upon such sale the Offering Shareholder may, during the sixty (60) day period immediately following the expiration of the ROFR Notice Period, which period may be extended for a reasonable time not to exceed thirty (30) days, to the extent reasonably necessary to obtain any required Government Approvals (the “Waived ROFR Transfer Period”) (and subject to the requirements of Section 3.01(d)), Transfer all of the Offered Interest Shares to the Third Party Purchaser on terms and conditions no more favorable to the Third Party Purchaser than those set forth in the Offering Shareholder Notice. If the Offering Shareholder does not Transfer the Offered Shares within such period or, if applicable, within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the execution Offered Shares shall not be Transferred to the Third- Party Purchaser unless the Offering Shareholder sends a new Offering Shareholder Notice in accordance with, and otherwise complies with, this Section 302. (g) Each Shareholder shall take all actions as may be reasonably necessary to consummate the Transfer contemplated by the transferee of this AgreementSection 3.02, the transferee including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (h) The Offering Shareholder and any Purchasing Shareholder shall become consummate a Member of the Company. However, if the Selling Member does not sell the Offered Interest Transfer pursuant to the Offer ROFR Notice within ninety thirty (9030) days after the termination (by passage of time or otherwise) delivery of the rights ROFR Notice. At the closing of first refusal created under any Transfer pursuant to this Section 8.23.02, the Selling Member may not thereafter transfer Offering Shareholder shall deliver to the Purchasing Shareholders a certificate or certificates representing the Offered InterestShares to be sold (if any), without again complying with accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the provisions purchase price therefor from such Purchasing Shareholders by certified or official bank check or by wire transfer of this Section 8.2immediately available funds.

Right of First Refusal. (i) If Executive shall receive from a Member receives financially responsible unaffiliated person (the "Offeror") a written bona fide offer (“the "Bona Fide Offer”") to purchase for cash any Restricted Shares held by Executive that have vested ("Offered Shares"), which the Member (“Selling Member”) proposes Bona Fide Offer otherwise shall be in accordance with this Agreement which Executive shall desire to accept, whether or not solicitedExecutive shall give written notice (the "Notice") to such effect to Company and the Investors. The Notice shall also set forth the name and address of the Offeror, the price and other terms of the Bona Fide Offer, and shall contain an offer (the "Notice Offer"), irrevocable during the Company Option Period (as defined in Section 8(b)(ii)), to sell the Offered Shares to Company or otherwise dispose of its entire Member Interest designees, and, irrevocable during the Investor Option Period (as defined in Section 8(b)(iii)), to sell the Offered Shares to the Investors, at the price and on the other terms contained in the Company, then the Selling Member shall furnish Bona Fide Offer and pursuant to the non-selling Member written notice other provisions of this Agreement. The Notice shall be accompanied by a copy of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price Bona Fide Offer. (“Sale Price”ii) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right to accept the Notice Offer with respect to any or all of the Offered Shares, exercisable by delivery of a written notice of acceptance given to Executive and Investors within 30 days after delivery of the Notice ("Company Option Period"). Company's acceptance shall also state the amount of capital stock, if any, that each Investor would be entitled to purchase pursuant to Section 8(b)(iii)), if each Investor accepted the Member Interest Notice Offer with respect to the full proportionate amount referred to in the first sentence of such clause. (“iii) Investor shall have the right to accept the Notice Offer with respect to that proportion of the Offered Interest”) proposed Shares as to which Company shall have failed to accept the Notice Offer equal to such Investor's proportion of Company capital stock owned by all Investors, exercisable by delivery of a written notice of acceptance given to Executive and Investors within 40 days after delivery of the Notice ("Investor Option Period"). Any Investor that shall accept the Notice Offer respecting the full proportionate amount referred to in the preceding sentence may also state in its acceptance the maximum number of additional Offered Shares that the Investor shall wish to buy, if any other Investor shall not accept the Notice Offer with respect to its full proportionate amount. If the total number of Offered Shares that Investors state they shall wish to buy pursuant to the preceding sentence shall exceed the amount available pursuant thereto, each such Investor shall purchase that proportion of the additional Offered Shares equal to such Investor's proportion of Company capital stock owned by all such Investors. The closing of any sale of Offered Shares to Investors shall occur concurrently with the closing of any sale of such Offered Shares to Company, or if none are to be sold by to Company, within 70 days after delivery of the Selling Member upon Notice. (iv) Should Company and subject Investors fail to accept the Notice Offer with respect to all of the Offered Shares, then Executive shall be entitled, for a period of 30 days following the expiration of the Investor Option Period, to close the sale of all, but not less than all, of the Offered Shares to the Offeror on the terms and conditions as set forth in the Bona Fide Offer. If the Executive shall close the sale, the transferee shall receive and hold the Shares so transferred subject to the restrictions set forth in this Section 8.2. This Section 8.2 8 (but shall not apply enjoy the limited resale right set forth in Section 8(e)), and there shall be no further transfer of such Shares except in accordance with the terms of this Section 8. If Executive shall fail to any sale pursuant to so sell the procedures of Offered Shares, Executive shall not thereafter sell the Offered Shares, except after again complying with this Section 8.78(b). (av) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Anything to the contrary contained herein (includingin this Section 8(b) notwithstanding, without limitation, Section 8.5 hereof), upon such sale the transfer of any or all of the Offered Interest and the execution Restricted Shares on Executive's death by the transferee of this Agreement, the transferee will or intestacy shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with be exempt from the provisions of this Section 8.28(b). In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 8, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 8.

Right of First Refusal. If (a) Except in accordance with the provisions of this Agreement, the Vendor will not Dispose or permit a Member Disposition of any securities of any Asset Owner or any of the ROFR Assets, and each Asset Owner will not issue any new securities, except for issuances of new securities to: (a) the Vendor; (b) another Asset Owner; or (c) an independent third party dealing at arm’s length with the Vendor, provided that (i) such issuance does not result in Vendor holding less than 51% of the then outstanding voting securities of such Asset Owner or the third party acquiring the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of the Asset Owner, whether through the ability to exercise voting powers, by contract, or otherwise, and (ii) the issuing Asset Owner causes such third party to become bound by the provisions of this Agreement as if it were Vendor. (b) In the event that the Vendor and/or Asset Owner receives a bona fide offer First Refusal Offer on or before the date that is twelve (“Offer”12) which months from the Member (“Selling Member”) proposes to acceptdate of this Agreement, whether or not solicited, to sell or otherwise dispose the Vendor will deliver an original executed copy of its entire Member Interest in the Company, then the Selling Member shall furnish same to the non-selling Member written notice Purchaser and the Purchaser shall have fifteen (15) days to advise the Vendor in writing whether it elects to acquire the securities of the receipt of relevant Asset Owner or relevant ROFR Assets, as applicable, on the Offer together with the principal terms and conditions no less favourable than those set out in the First Refusal Offer. (c) If (i) the Purchaser notifies the Vendor that it does not elect to acquire the securities of the salerelevant Asset Owner or relevant ROFR Assets, including as applicable, pursuant to its First Right, or (ii) does not advise the minimum price (“Sale Price”Vendor in writing within the time required by Section 2(b) at which such interest is proposed that it elects to be soldacquire the securities of the relevant Asset Owner or relevant ROFR Assets, and a statement as applicable, pursuant to the identity First Right, the Vendor may then proceed with the Disposition as contemplated by the First Refusal Offer, but only within a sixty (60) day period following the later of (i) and (ii) above, or such longer period as may be customary to close a transaction of the real party nature described in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member First Refusal Offer and upon and subject to the terms and conditions contained therein or otherwise no less favourable to the Vendor (or the relevant Asset Owner). For greater certainty, the parties acknowledge and agree that: (1) any Disposition to a third party contemplated by the First Refusal Offer must be completed on the terms and conditions of the First Refusal Offer and no less favourable to the Vendor (or the relevant Asset Owner); and (2) if the terms and conditions of the First Refusal Offer are at any time changed, altered or amended in any way that are less favourable to the Vendor (or the relevant Asset Owner) following the Purchaser’s election not to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as set forth applicable, or Purchaser’s failure to advise the Vendor in this writing within the time required by Section 8.2. This Section 8.2 2(b), the Vendor and each Asset Owner shall not permit a Disposition to occur unless it has first complied on all such occasions with the requirements of this Agreement as if a new First Refusal Offer was made. (d) If the Purchaser does not elect to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, on the terms contained in the First Refusal Offer or does not advise the Vendor in writing within the time required by Section 2(b), and the transaction contemplated by the First Refusal Offer does not close in accordance with the terms and conditions thereof or on terms no less favourable to the Vendor (or the relevant Asset Owner), or if the terms of the First Refusal Offer do not contemplate a Disposition of all the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, then the Purchaser’s First Right with respect to securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, shall survive and continue to apply to any sale pursuant to new First Refusal Offer in accordance with the procedures of Section 8.7terms hereof. (ae) The price at which If the Offered Interest may Purchaser advises the Vendor that it elects to acquire the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, on the same terms and conditions as the First Refusal Offer, then the Vendor (and/or applicable Asset Owner) will be purchased shall bound to sell the securities of the relevant Asset Owner or relevant ROFR Assets, as applicable, to the Purchaser and the Purchaser will be bound to purchase such securities or assets in accordance with the price contained terms and conditions of the First Refusal Offer and, to the extent that the First Refusal Offer does not deal with the logistics of closing, in accordance with reasonable commercial closing practice for transactions of this nature in the Offer. If the price contained in the Offer shall consist (in whole or in part) Province of consideration other than cash, payable at Ontario; provided that the closing thereof or shall not be required to be completed until at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have least sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of on which the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver Purchaser has given notice to the Selling Member Vendor of its intention to acquire the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebysecurities or assets, as applicable. (cf) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding Notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of expressed or implied in this Agreement, the transferee shall become a Member Vendor agrees that if the First Refusal Offer contains any conditions which are required to be met or satisfied by or on behalf or in favour of the Company. Howeverparty acquiring the securities of the relevant Asset Owner or relevant ROFR Assets, if the Selling Member does not sell the Offered Interest as applicable, pursuant to the First Refusal Offer within ninety (90) days after collectively, the termination (by passage Offeror’s Conditions), the Vendor shall also provide the Purchaser at the time of time or otherwise) delivery of the rights of first refusal created under this Section 8.2First Refusal Offer to it, evidence that the Selling Member may Offeror’s Conditions have been met and satisfied. The Vendor agrees that the Purchaser shall not thereafter transfer be required to make its election to acquire securities or assets, as applicable, on the Offered Interest, without again complying with terms and conditions set out therein and the provisions of Section 2(b) of this Agreement shall not apply until the Offeror’s Conditions have been met and evidence thereof provided to the Purchaser at the time and in the manner required pursuant to this Section 8.22(f). (g) If consideration offered to the Vendor or Asset Owner pursuant to a First Refusal Offer is comprised in part of non-cash consideration, the Purchaser shall have the right to satisfy such consideration in cash having equivalent value and the First Refusal Offer will be deemed not to include terms and conditions which cannot be satisfied in a commercially reasonable manner by any person other than the proposed third party purchaser. (h) If reasonable commercial closing practice for transactions of this nature in the Province of Ontario cannot be agreed to by the parties hereto and their respective counsel, such dispute shall be conclusively resolved by a sole independent arbitrator experienced in commercial transactions appointed by counsel to the parties, acting reasonably, to establish the closing procedures.

Right of First Refusal. If 6.4.1. Following the Lock-Up Period and during the JV Term, in the event a Member receives a bona fide offer Shareholder (the “OfferTransferring Shareholder”) which intends to Transfer to a Third Party (the Member (“Selling MemberThird Party Purchaser”) proposes all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to accept, whether or not solicited, purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to sell or otherwise dispose the Non-Transferring Shareholder of its entire Member Interest in intention to Transfer the CompanyTransfer Shares, then setting forth the Selling Member shall furnish to the non-selling Member written notice number of the receipt Transfer Shares intended to be Transferred, the identity of the Offer together with Third Party Purchaser (including the principal identity of the ultimate beneficial owner(s)), the proposed price per Share and other major terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Transfer of the real party in interest making the OfferTransfer Shares. 6.4.2. The nonNon-selling Member, shall Transferring Shareholder will then have the right to purchase all (but not some) of the Member Interest (“Offered Interest”) Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the Transferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Non-Transferring Shareholder exercises its right under this Section 6.4, the closing of the purchase of the Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be sold mutually agreed upon by the Selling Member upon and Shareholders, subject to any approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the expiration of such [**] day period, to transfer all (but not some) of the Transfer Shares so offered to the Non-Transferring Shareholder to the Third Party Purchaser specified in the Transfer Notice at a per Share price equal to or higher than, and upon terms and conditions as no more favorable than, set forth out in the Transfer Notice provided that such Third Party Purchaser will agree to be, [**] Certain information in this Section 8.2document has been omitted and filed separately with the Securities and Exchange Commission. This Section 8.2 shall not apply and become, bound to any sale pursuant this Agreement and succeed to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights and obligations of first refusal created under this Section 8.2the Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, the Selling Member may not thereafter transfer the Offered Interest, without any subsequent Transfer will again complying with be subject to the provisions of this Section 8.26.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to direct Transfers and to the Transfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Parties will negotiate in good faith appropriate amendments to this Agreement and the Ancillary Agreements to account for such additional holder of Shares or Share Equivalents and will, if appropriate, require any such Third Party to become a party to this Agreement, as so amended, as a condition to acquiring such Shares or Share Equivalents. Each Party will not unreasonably withhold or delay consent to commercially reasonable terms.

Right of First Refusal. 8.5.1 If a Member receives a bona fide offer (“Offer”) which the any Preferred Member (“Selling Member”"SELLING MEMBER") proposes intends to acceptTransfer its Interest or any part thereof (the "OFFERED INTEREST") (except to a wholly-owned subsidiary), whether or not solicited, to sell or otherwise dispose it shall notify the Company and the other Preferred Members of its entire intention to do so ("OFFERING NOTICE"). The Offering Notice shall specify the nature of the Transfer, the consideration to be received therefor, the identity of the proposed purchaser (or lender, as the case may be), and the terms upon which such Member Interest in intends to undertake such Transfer. Within thirty (30) days after receipt of the CompanyOffering Notice, then the Preferred Members other than the Selling Member shall furnish have the right, but not the obligation, subject to Section 8.6, to elect to purchase from the Selling Member a portion of the Offered Interest referred to in the Offering Notice at the same price and on the same terms as specified in the Offering Notice for a period of thirty (30) days after the giving of the Offering Notice (or make the loan, if the same involves an encumbrance, hypothecation or mortgage, upon the same terms on which said loan was to be made therefor) by delivering in writing to the non-selling Member written notice Company an offer to purchase (or loan) a portion of the receipt Offered Interest of the Offer together with Selling Member. Each Preferred Member so electing to purchase shall be entitled to purchase a portion of such Offered Interest in the principal terms and conditions same proportion that such Preferred Member's Percentage Interest bears to the aggregate of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Percentage Interests of all of the real party in interest making the Offer. The non-selling Member, shall then have the right Preferred Members electing to purchase the Offered Interest. In the event any Preferred Member elects to purchase less than all of such Preferred Member's pro rata share of such Offered Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and "SHORTFALL"), subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date8.6, the cash equivalent fair market value other Preferred Members may elect to purchase their pro rata share of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have Shortfall. Within sixty (60) days after receipt the election notice of the notice to Preferred Members who so elect, the purchase shall be consummated on the terms and conditions set forth in the Offering Notice of the Selling Member (or if the same involves a mortgage, encumbrance or other hypothecation, the loan shall be consummated upon the terms and conditions of the loan set forth in the Offering Notice). 8.5.2 If none of the other Preferred Members elect to purchase the Offered Interest. The purchase transaction Interest (unless otherwise agreed or elect to with third-party purchasers) shall be consummated at a closing to be held at make the principal executive offices of the Companyloan specified), or at such other location as may be agreed by the parties, within sixty(60) days following the date election is made for less than all of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member Member, subject to Section 8.6, within thirty (30) days after the expiration of said sixty (60) day period, may accept undertake and complete the Offer and, pursuant thereto, sell Transfer to any Person the Offered Interest and, notwithstanding anything to identity of which was disclosed in the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale Offering Notice for that portion of the Offered Interest not undertaken to be purchased by the other Preferred Members provided, however, that the proposed transferee has been approved by the other Preferred Members as specified in Sections 8.1.1, 8.1.3, and 8.4, as such Sections may be applicable to the Transfer, and the execution by provisions of Section 8.6 have been complied with. The Transfer shall not be undertaken at a lower price or upon more favorable terms than specified in the transferee of this Agreement, the transferee shall become a Member of the CompanyOffering Notice. However, if If the Selling Member does not sell then consummate the Offered Interest pursuant to the Offer original proposed Transfer within ninety (90) days after the termination (by passage of time or otherwise) date of the rights of first refusal created under this Section 8.2Offering Notice, or within the Selling Member may not thereafter transfer time scheduled for closing by the Offered Interestpurchasing person, without again complying with the provisions firm or corporation, whichever is later, then all restrictions of this Section 8.2shall apply as though no Offering Notice had been given.

Right of First Refusal. If 6.4.1. Following the Lock-Up Period and during the JV Term, in the event a Member receives a bona fide offer Shareholder (the “OfferTransferring Shareholder”) which intends to Transfer to a Third Party (the Member (“Selling MemberThird Party Purchaser”) proposes all the Shares or interest in all the Shares owned by such Shareholder (the “Transfer Shares”), such Shareholder will first offer the other Shareholder (the “Non-Transferring Shareholder”) the opportunity to accept, whether or not solicited, purchase such Transfer Shares by giving written notice (the “Transfer Notice”) to sell or otherwise dispose the Non-Transferring Shareholder of its entire Member Interest in intention to Transfer the CompanyTransfer Shares, then setting forth the Selling Member shall furnish to the non-selling Member written notice number of the receipt Transfer Shares intended to be Transferred, the identity of the Offer together with Third Party Purchaser (including the principal identity of the ultimate beneficial owner(s)), the proposed price per Share and other major terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity Transfer of the real party in interest making the OfferTransfer Shares. 6.4.2. The nonNon-selling Member, shall Transferring Shareholder will then have the right to purchase all (but not some) of the Member Interest (“Offered Interest”) Transfer Shares at the proposed price per Share and upon the major terms and conditions specified in the Transfer Notice by giving written notice to the Transferring Shareholder of its acceptance of such offer within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder. 6.4.3. If the Non-Transferring Shareholder exercises its right under this Section 6.4, the closing of the purchase of the Transfer Shares will take place within [**] days after the Non-Transferring Shareholder gives notice of such exercise or such other date as may be sold mutually agreed upon by the Selling Member upon and Shareholders, subject to any approvals required under Applicable Laws. 6.4.4. If the Non-Transferring Shareholder rejects the offer contained in the Transfer Notice or fails to respond to the Transferring Shareholder within [**] days after its receipt of the Transfer Notice from the Transferring Shareholder, the Transferring Shareholder will, subject to the Third Party Purchaser executing a Deed of Adherence, be free, during the period of [**] days following the earlier of its receipt of such rejection from the Non-Transferring Shareholder and the expiration of such [**] day period, to transfer all (but not some) of the Transfer Shares so offered to the Non-Transferring Shareholder to the Third Party Purchaser specified in the Transfer Notice at a per Share price equal to or higher than, and upon terms and conditions as no more favorable than, set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained out in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashTransfer Notice provided that such Third Party Purchaser will agree to be, payable at the closing thereof or at a later dateand become, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice bound to elect this Agreement and succeed to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) all of the rights and obligations of first refusal created under this Section 8.2the Transferring Shareholder. In the event the Transferring Shareholder fails to Transfer such Transfer Shares to the Third Party Purchaser within the [**] day period, the Selling Member may not thereafter transfer the Offered Interest, without any subsequent Transfer will again complying with be subject to the provisions of this Section 8.26.4. 6.4.5. Any Transfer made or created in breach of this Section 6.4 will be null and void ab initio. 6.4.6. No Shareholder will have the right to sell some (but not all) of the Shares and Share Equivalents that it holds, other than with prior consent of the other Shareholder(s). 6.4.7. The provisions in Section 6.3 (Lock-Up Period) and Section 6.4 (Right of First Refusal) will apply to direct Transfers and to the Transfer of shares in any holding company holding directly or indirectly the Shares where the Shares form directly or indirectly a substantial part of the assets of such holding company. 6.4.8. The Transfer of any Shares or Share Equivalents will not have any impact on any Ancillary Agreement and/or any License Agreement except as otherwise provided in such agreements. 6.4.9. The Shareholders agree that, if a Third Party acquires any Shares or Share Equivalents of the Company pursuant to this Agreement, the Parties will negotiate in good faith appropriate amendments to this Agreement and the Ancillary Agreements to account for such additional holder of Shares or Share Equivalents and will, if appropriate, require any such Third Party to become a party to this Agreement, as so amended, as a condition to acquiring such Shares or Share Equivalents. Each Party will not unreasonably withhold or delay consent to commercially reasonable terms.

Right of First Refusal. If (i) With regard to a Member receives a bona fide offer proposed transfer by any of the persons described in Section 5.7(b) on or before the earlier of (“Offer”A) three (3) years from the Closing Date, or (B) the date upon which the Member "Market Value Public Float" (“Selling Member”as hereinafter defined) shall exceed $100 million, such person (the "Offeror") shall provide written notice to Seal (c/o Oakridge) in conformity with Section 10.3 hereof of the Offeror's proposed transfer of shares of Restricted Securities (the "Offered Shares") together with the price per share at which the Offeror proposes to acceptsell such Restricted Securities (the "Offer Price"). For purposes of this Section 5.7(d), whether "Market Value of the Public Float" is defined as shares that are not held directly or not solicited, indirectly by any officer or director of Seal and by any other person who is the beneficial owner of more than 10 percent of the total shares outstanding multiplied by the bid price of each share of Seal Class A Common Stock. (ii) Seal shall have three (3) business days from receipt of such notice to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish provide written notice to the non-selling Member Offeror that it elects to purchase all or part of the Offered Shares. (iii) If Seal does not give written notice of exercise of the receipt foregoing repurchase right as to all of the Offered Shares, then as to any Offered Shares not being repurchased, the Offeror may, for a period of thirty (30) days thereafter, sell such Offered Shares at a price per share not below ninety-five percent (95%) of the Offer together with the principal terms and conditions Price. If all of the saleOffered Shares are not sold within the foregoing 30-day period, including the minimum price (“Sale Price”) at which such interest is proposed to then any transfer thereafter shall again be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms foregoing right of first refusal. (iv) Unless otherwise agreed upon by Seal and conditions as set forth the Offeror, the closing of any repurchase of Offered Shares shall be held at 10:00 a.m. at Seal's then principal office on the third business day after notice of Seal's election to purchase any Offered Shares. At the closing described in this Section 8.2. This Section 8.2 5.7(d)(iv), Seal shall not apply to pay the applicable purchase price for such Offered Shares and the Offeror shall deliver, free and clear of any sale pursuant to the procedures and all security interests, mortgages, pledges, restrictions, charges, liens, encumbrances or claims of Section 8.7. (a) The price at which others, a certificate evidencing the Offered Interest may be purchased shall be the price contained Shares, in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedproper form and executed for transfer. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If (a) Notwithstanding Section 10.1(a) and except for a Member receives a bona fide offer Permitted Transfer (“Offer”) which the but subject to Section 10.3), any Member (the “Selling Member”) proposes to accept, whether or not solicited, who desires to sell or otherwise dispose Transfer any or all of its entire Member such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the other Members (the “Remaining Members”) the opportunity to match the terms of such offer in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal following terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased10.2. (b) The non-selling Selling Member shall have sixty (60) days after receipt make a written offer to each of the notice to elect to purchase Remaining Members. Such written offer shall set forth the Offered Interest. The purchase transaction amount of Percentage Interest (unless otherwise agreed to with third-party purchasersand corresponding Membership Interests) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to which the Selling Member proposes to dispose of, the full price per Percentage Interest (and corresponding Membership Interests), the identification of the third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the offer if a purchase price against delivery occurs pursuant thereto), and all other material terms and conditions of an instrument appropriately transferring the Offered Interest sold therebyproposed sale. (c) If On or before the non-selling Member does not expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Offered InterestPercentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, then the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of ten (10) days after the earlier of the following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by written notice to the Selling Member, the other Remaining Members and the Company. Failure by the Remaining Members to exercise their election in the respective time periods provided in Section 10.2(c) shall be deemed a rejection of the offer as of the last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to any Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Percentage Interest and(and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b) but for which neither the First Option nor the Second Option is exercised, notwithstanding but only to the purchaser specified in such offer and for the price and other terms described therein. Any purchaser must and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with this Article 10 and (ii) this Agreement. (f) Notwithstanding anything to the contrary contained herein (including, without limitation, in Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee 10.8 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall become a result in the automatic admission of such transferee as Substitute Member and full Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) Company without any requirement for consent of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Members.

Right of First Refusal. From the date of this Agreement until the later of: (i) one year from the Closing; and (ii) the closing date of the Corporation’s next treasury offering of securities, whether by way of private placement or public offering, the Lead Agent shall be provided with the exclusive right and opportunity to act as lead manager and sole bookrunner for any offering of securities of the Corporation to be issued and sold in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer. If the Corporation is intending to proceed with any such issuance or has received a Member receives proposal for any such issuance, the Corporation shall provide to the Lead Agent notice (a bona fide offer (“OfferFinancing Notice”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the proposed terms thereof (including the commission payable to that agent) and the Lead Agent shall have ten (10) Business Days following receipt of the Offer together with Financing Notice to respond to the principal terms and conditions Corporation notifying it that the Lead Agent is desirous of acting as agent, or participating as the case may be, in such offering on behalf of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Corporation on the terms and conditions contained therein. If the Lead Agent declines in writing or fails to respond to the Financing Notice within 10 (ten) Business Days following the receipt thereof, the Corporation may proceed with such offering through another agent or underwriter, provided the arrangement with such agent or underwriter is entered into within thirty (30) days thereafter (it being acknowledged and agreed by the Lead Agent that if the Corporation issues any securities to which the foregoing would apply, but does not retain or utilize a registered dealer as set forth in this Section 8.2. This Section 8.2 agent therefore, the foregoing shall not apply to such issuance, unless any sale of the subscribers to the issuance of such securities is a subscriber or beneficial purchaser of securities pursuant to the procedures of Section 8.7Offering). (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If at any time a Member receives (the "Selling Member") desires to Transfer all (but not less than all) of the Distribution rights associated with its Interest (the "Subject Interest") to a third party pursuant to a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase for cash, or cash and notes, the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 following shall not apply to any sale pursuant to the procedures of Section 8.7.apply: (a) The price at which Selling Member shall give to each other Member(s) (collectively the Offered Interest may be purchased shall be "Other Members") a written offer describing the Subject Interest, the name of the proposed purchaser, the price contained in and payment terms and other terms and conditions offered by the proposed purchaser (the "Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased"). (b) The non-selling Member Other Members shall have sixty (60) 30 days after from the receipt of the notice Offer to elect to purchase accept the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms and conditions set forth in the Offer, the non-selling Member shall deliver as buyer, by giving written notice thereof to the Selling Member. Subject to subsection (c) below, each Other Member shall have the full right to purchase price against delivery a portion of an instrument appropriately transferring the Offered Subject Interest sold therebyequal to (i) a fraction the numerator which is the Percentage Interest of the Other Member and the denominator of which is the sum of the Percentage Interests of all of the Other Members who desire to purchase part of the Subject Interest or (ii) such other portion as shall be agreed upon by all such Other Members who desire to so purchase. (c) If some or all of the non-selling Member does not elect Other Members agree to purchase all (but not less than all) of the Offered Subject Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by Other Members who are purchasing shall close the transferee purchase upon the terms and conditions of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) 60 days after the termination Offer is made (by passage of time or otherwise) if later the closing date set forth in the Offer). If the purchase price set forth in the Offer includes any secured notes, a pledge of the rights Subject Interest as collateral by the purchasing Other Members shall be deemed equivalent to the collateral described in the Offer. (d) If the Other Members fail to agree to purchase all of first refusal created under this Section 8.2the Subject Interest within the time period set out above, the Selling Member may not thereafter transfer shall have the Offered Interest, without again complying right (subject to compliance with the provisions of Section 9.2 (excluding subsection (b) thereof) and if the purchaser is to become a Substitute Member, subject to Section 9.3 (excluding subsection (e) thereof)) to consummate the sale or conveyance of all of the Subject Interest so long as (i) the purchaser is the proposed purchaser named in the Offer, (ii) the price, payment and other terms are at least as favorable to the Selling Member as those set forth in the Offer, (iii) the closing occurs on or before the date set forth in the Offer (but no more than 120 days after the date of the Offer). (e) Any purchaser of a Subject Interest under subsection (d) above desiring to make a further sale or conveyance of any part of the Subject Interest shall be subject to this Section 8.2Section.

Right of First Refusal. If a Member receives a The Participant may not accept any offer to purchase all or any portion any Stock owned by the Participant that was acquired pursuant to this Agreement unless such offer is in writing, for cash, irrevocable by its terms for at least thirty (30) days, and bona fide as determined by the Committee in good faith. If the Participant desires to accept any such offer (“Offer”) which from any prospective purchaser, the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest Participant shall give notice in the Company, then the Selling Member shall furnish writing to the non-selling Member written notice Company (i) designating the number of the receipt shares of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed Stock to be sold, (ii) naming the prospective purchaser of such shares of Stock, and a statement as (iii) specifying the offer price and other terms upon which the Participant may sell the shares pursuant to the identity offer. During the 30-day period following receipt of such notice by the real party in interest making Company, the Offer. The non-selling Member, Company shall then have the right to purchase from the Member Interest Participant all (“Offered Interest”but not less than all) proposed to of the shares of Stock specified in such notice at the offer price and upon the terms specified in the offer. The rights provided hereunder shall be sold exercised by the Selling Member upon and subject Company by written notice to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the OfferParticipant. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later datesuch rights are exercised, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member Company shall deliver to the Selling Member Participant a certified or bank check for the full purchase price specified offer price, payable to the order of the Participant, and/or appropriate evidence of the cancellation of any indebtedness owed by the Participant to the Company, in either case against delivery of an instrument certificates or other instruments representing the shares of Stock so purchased, appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution endorsed by the transferee of this Agreement, Participant. At any time during the transferee shall become a Member 30 days following the expiration unexercised of the Company. However’s 30-day purchase rights period, if the Selling Member does not Participant may sell the Offered Interest pursuant such Stock, but only to the Offer within ninety (90) days after purchaser identified in the termination (notice to the Company, at the price, and on the other terms, specified in the notice, provided that such purchaser must have first agreed in writing to be bound by passage of time or otherwise) of the rights a right of first refusal created under this Section 8.2, in favor of the Selling Member may not thereafter transfer the Offered Interest, without again complying with Company substantially similar to the provisions of this Section 8.214(b) of this Agreement, as well as to the restrictions on a sale in connection with a public offering contained in Section 11 of this Agreement.

Right of First Refusal. (a) If a Member (individually a “Transferor”) receives a bona fide offer (the “Transferee Offer”) from any other Person (a “Transferee”) to purchase all or a portion of any interest or rights in the Transferor’s Membership Interests (the “Transferor Interest”), then prior to any transfer of the Transferor Interest, the Transferor shall give the Manager and the Members (if different from the Manager) written notice (the “Transfer Notice”) containing each of the following: (i) The Transferee’s identity; (ii) A complete copy of the Transferee Offer; and (iii) The Transferor’s offer (the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member the Transferor Interest to the remaining Members for a total price equal to the price set forth in the CompanyTransferee Offer (the “Transfer Purchase Price”), which shall be payable on terms of payment substantially similar to those set forth in the Transferee Offer. (b) The Offer shall be and remain irrevocable for a period ending on the forty-fifth (45th) day following the date the Transfer Notice is delivered to Manager and Members (the “Offer Period”). At any time during the first thirty (30) days of the Offer Period, the non-transferring Members may accept the offer to purchase their proportionate share (but not less than its proportionate share) of the Transferor Interest by notifying the Transferor in writing that such non-transferring Member intends to purchase its proportionate share of the Transferor Interest. If any of the Members accept the Offer, then the Selling Member parties shall furnish fix a closing date (the “Transfer Closing Date”) for the purchase, which shall not be less than seven (7) or more than sixty (60) days after the expiration of the Offer Period. For purposes of this Section 12.05, a remaining Member’s “proportionate share” shall equal a fraction, the numerator of which is such remaining Member’s Percentage Interest, and the denominator of which is the aggregate Percentage Interests of all the remaining Members. (c) If one or more non-transferring Members accepts to purchase portions of the Transferor Interest, but other non-transferring Members decline to purchase their proportionate share of the Transferor Interest, the Transferor shall deliver a second written notice to the non-selling Member written notice transferring Members of the receipt amount of Transferor Interest remaining available to be purchased, and such non- transferring Members shall have fifteen (15) days following delivery of the Transferor’s notice within which to purchase all, but not less than all, of the remaining available Transferor Interest by notifying the Transferor in writing that such non-transferring Member intends to purchase the remaining Transferor Interest as to its proportionate shares (or such other amounts as all the non-transferring Members may agree upon) of such remaining available Transferor Interest (treating declining non-transferring Members as Transferor Members for purposes of determining proportionate shares). A Member may decline to purchase under this Section 12.05(c) without prejudice to such Member’s right to purchase under Section 12.05(c) hereof. (d) If the Members do not accept the Offer within the time period specified in this Section, then the Transferor shall be free for a period (the “Free Transfer Period”) of sixty (60) days after the expiration of the Offer together with Period to transfer the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as Transferor Interest to the identity of Transferee, for the real party in interest making same or greater price and on the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in the Transfer Notice. The Transferee shall not be required to obtain the approval in accordance with Sections 12.01 and 12.03 in order to become a Member but shall comply with all requirements set forth in Section 12.02, regardless of any overlap in the requirements set forth in Sections 12.01, 12.02 and 12.03. (e) Any transfer by the Transferor after the expiration of the Free Transfer Period or without compliance with this Section 8.2. and the other terms, provisions, and conditions of this Agreement, shall be null and void and of no force or effect. (f) This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. transfer (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashwhether through sale, payable at the closing thereof or at a later dategift, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of part or all of a Transferor’s Membership Interests, provided that the Member making such transfer retains control of the voting rights of first refusal such Membership Interests, to: (i) a trust or similar fiduciary entity established by an individual Member for the benefit of such Member’s family or any member thereof, including the Member; or (ii) a successor partnership, corporation, limited liability company or other entity created under this Section 8.2by a Member for business, tax, or other economic purposes, provided that sole control of the Selling Member may not thereafter transfer determinative voting power of such entity must be retained by the Offered Interest, without again complying with the provisions of this Section 8.2original Member.

Right of First Refusal. 8.1 For a period of three months from the expiration date of the Standstill Period (the Refusal Period), the Seller shall not Transfer any Securities held by it except for: (a) any Transfer permitted by Clause 8.2; or (b) any Transfer in accordance with Clause 8.3. 8.2 Notwithstanding Clause 8.1 and Clause 8.3, during the Refusal Period the Seller shall be permitted to: (a) Transfer Securities held by it to an Affiliate of the Seller, provided that Seller shall deliver prior written notice to Buyer of such Transfer and such Affiliate agrees to be bound by the terms of this Clause 8. If such transferee ceases to be an Affiliate of the Seller, it will transfer such Securities back to the Seller or to an Affiliate of the Seller; (b) Transfer Securities in connection with a Member receives bid for any class of Securities, or to give an undertaking in connection with such bid, provided that (x) Buyer or an Affiliate of the Buyer also transfers Securities in connection with such bid and/or gives such an undertaking and (y) Seller may only Transfer or (as the case may be) give an undertaking in respect of a bona fide offer portion of the Securities then held by it which is less than or equal to the portion of the Securities held by the Buyer and its Affiliates which are being transferred and/or are the subject of an undertaking; or (“Offer”c) which Transfer up to 30% of the Member Securities held by it to be calculated immediately following Completion (“Selling Member”in the aggregate) proposes to accept, whether or not solicitedall (or, to sell the extent not practicable taking into account regulatory requirements and other relevant factors, less than all) direct or otherwise dispose indirect shareholders in respect of its entire Member Interest the Seller and/or persons which are direct or indirect investors in respect of such shareholder of the CompanySeller (collectively, then the Selling Member shall furnish Fund Investors) in each case, to the nonextent practicable taking into account regulatory requirements and other relevant factors, on a pro-selling Member rata basis; provided, that Seller provides 7 days’ prior written notice of such Transfer to Buyer. Clause 8.3 shall not apply in respect of any Transfer permitted by this Clause 8.2. 8.3 Notwithstanding Clause 8.1 and without prejudice to Clause 8.2, during the receipt Refusal Period the Seller shall be permitted to Transfer Securities to any Person or Persons (the Prospective Transferee(s)) as set out below: (a) the Seller shall notify the Buyer in writing (the Offer) of the number of Securities proposed to be Transferred (the Offer together with Securities), the principal price (and form of consideration) per Security (the Offer Price), other material terms and conditions of the saleproposed Transfer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party Prospective Transferee(s) and the intended date of the proposed Transfer; (b) within 15 days following the date of the Offer (the Acceptance Period), the Buyer shall notify the Seller in interest making writing (an Acceptance Notice) if it shall purchase all or a portion of the Offer. The non-selling Member, shall then have Offer Securities at the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon Offer Price and subject to otherwise on the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained included in the Offer. If the price contained Buyer provides the Seller with an Acceptance Notice, it shall purchase the Offer Securities that are the subject of the Acceptance Notice on the terms set out in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased.Offer; (bc) The non-selling Member shall have sixty if the Buyer (60i) days after receipt does not deliver an Acceptance Notice within the Acceptance Period, (ii) delivers an Acceptance Notice within the Acceptance Period in respect of less than all of the notice Offer Securities pursuant to elect to purchase Clause 8.3(b) or (iii) delivers an Acceptance Notice within the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices Acceptance Period, but sale of the Company, or at such other location as may be agreed by Offer Securities to the parties, Buyer is not completed within sixty(60) 15 days following the date of the non-selling Member’s election Acceptance Notice (or such longer period as is necessary to purchase complete the Offered Interest. At sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the closingBuyer and the Seller) (the Completion Period), unless otherwise stipulated then the Seller shall be entitled to Transfer (x) in the Offer, case of (i) all of the non-selling Member shall deliver Offer Securities to the Selling Member Prospective Transferee(s), (y) in the full purchase case of (ii) the Offer Securities that are not the subject of the Acceptance Notice to the Prospective Transferee(s) or (z) in the case of (iii) the Offer Securities not purchased by Buyer to any other Person or Person(s), as the case may be, in each case of (x) and (y), at a price against delivery of an instrument appropriately transferring no lower than the Offered Interest sold therebyOffer Price. (cd) If (x) if any sale of any Offer Securities by the non-selling Member Seller pursuant to Clause 2.3(c) is not completed within the 21 days (or such longer period as is necessary to complete the sale following satisfaction or waiver of any applicable conditions to closing as agreed in writing between the Seller and the Prospective Transferee(s)), following (i) expiry of the Acceptance Period, if the Buyer does not elect deliver an Acceptance Notice, or delivers an Acceptance Notice in respect of less than all of the Offer Securities; or (ii) expiry of Completion Period or (y) Seller at any time proposes to purchase Transfer Offer Securities to a different Prospective Transferee or at a lower price, or on terms and conditions materially less favorable to Seller or materially more favorable to a Prospective Transferee than those set forth in the Offered InterestOffer (not including any terms or conditions, such as regulatory approvals, which are specific to the respective Prospective Transferee(s)), then the Selling Member may accept Seller shall be required to repeat the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything procedures in this Clause 8.3 prior to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution any subsequent Transfer by the transferee Seller of this Agreementsuch Offer Securities during the Refusal Period. For the avoidance of doubt, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest sale made pursuant to the Offer within ninety (90Clause 8.3(c)(iii) days after the termination (by passage of time or otherwiseand/or 8.3(c)(z) of the rights of first refusal created under this Section 8.2, the Selling Member may shall not thereafter transfer the Offered Interest, without again complying with the be subject to Clause 8.3(d)(y). 8.4 The provisions of this Section 8.2Clause 8 shall cease to apply and have no further effect if the Buyer ceases to hold any Securities. 8.5 Any Transfer not made in compliance with the requirements of Clause 7 and Clause 8 shall be null and void ab initio. Each of Bxxxx and Sxxxxx acknowledge and agree that any breach of Clause 7 and Clause 8 would result in substantial harm to the other party hereto for which monetary damages alone could not adequately compensate.

Right of First Refusal. (a) If a Member receives a bona fide offer any Shareholder (the “OfferSelling Shareholder”) which intends to sell to any Person (the Member “Transferee”), directly or indirectly, or in any other ways dispose of the Share the Transferor owns, in full or in part (the “Offered Shares”), and the Transferee has provided a binding offer, each of the other Shareholders (the “Non-Selling MemberShareholder”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt Company shall have the right (the “Right of First Refusal”) to purchase the Offered Shares at the same price and on the same terms, up to such Non-Selling Shareholder’s Pro Rata Portion of such Offered Shares. (b) If some of the Offer together with the principal terms and conditions Non-Selling Shareholders elect not to exercise their Right of the saleFirst Refusal, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The nonany remaining Non-selling Member, Selling Shareholder shall then have the right to purchase all or any portion of the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall Shares not apply to any sale purchased pursuant to the procedures Right of Section 8.7. First Refusal (a) The price at which the Offered Interest may be purchased shall be “Second Round of Right of First Refusal”), up to the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value portion of such other consideration shall be included in remaining Offered Shares which equals the price at which proportion that such Non-Selling Shareholder’s Pro Rata Portion bears to the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt sum of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices Pro Rata Portion of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the nonremaining Non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyShareholders. (c) If there is still Offered Shares not purchased by Non-Selling Shareholder after the nonexercise of the Second Round of Right of First Refusal (the “Final Remaining Shares”), the Selling Shareholder shall have the right to sell the Final Remaining Shares to the Transferee, provided that the Selling Shareholder shall cause the Transferee to enter into this Agreement and to agree to be bound by all of the Selling Shareholder’s obligations hereunder. If the Selling Shareholder fails to enter into a definitive share transfer agreement with terms no more favorable than the terms set forth in the Transfer Notice (as defined in paragraph (d) below) within sixty (60) Business Days after the exercise of the Second Round of Right of First Refusal, the Selling Shareholder shall send the Transfer Notice to all the Non-selling Member does not Selling Shareholder again for the Final Remaining Shares. (d) The Selling Shareholder shall send a written notice (the “Transfer Notice”) to the Non-Selling Shareholder, stating: (i) its bona fide intention to transfer the Offered Shares; (ii) the number of the Offered Shares; (iii) the price, term and condition of the proposed transfer; and (iv) the basic information of the Transferee. By a written notification to the Selling Shareholder within twenty (20) Business Days after receiving the Transfer Notice, each Non-Selling Shareholder may elect to purchase the Offered Interest, then Shares. If a Non-Selling Shareholder fails to so notify the Selling Member may accept the Offer andShareholder, pursuant thereto, sell the Offered Interest and, notwithstanding anything it will be deemed to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale have given up its Right of First Refusal of the given Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Shares.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Purchaser in accordance with the terms of this Agreement each of the Vendor and the Purchaser (hereinafter each called the "Disposing Party") hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the "Holding"). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article "14" hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party's interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Property shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which A Shareholder (the Member (“Selling Member”"Offering Shareholder") who proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in any shares of Stock shall give a notice (the Company, then "Notice") signed by the Selling Member shall furnish offering Shareholder to the nonCompany and on the same day give Notice to the other Shareholder (the "Non-selling Member written notice Offering Shareholder") of such Offering Shareholder's proposed disposition; PROVIDED, HOWEVER, that no Notice of any proposed disposition by sale of the receipt offered Shares shall be valid unless the Offering Shareholder shall have received prior to the date of the Offer together with Notice an offer therefor in writing from any BONA FIDE purchaser stating the principal terms price, terms, and conditions of the proposed sale. The Notice shall specify the number of shares (the "Offered Shares") the Offering Shareholder intends to dispose of, including identify and give the minimum price (“Sale Price”) at which such interest is proposed address of the person to be soldwhom the Offering Shareholder proposes to dispose of the Offered Shares, and a statement as to indicate the identity price, terms, and conditions of the real party in interest making the Offerproposed disposition. The non-selling Member, Company shall then have the right irrevocable and exclusive first option, but not the obligation, to purchase all, but not part, of the Offered Shares, at the price and upon any terms and conditions equal to those offered by the prospective purchaser, provided that the Company gives notice of its election to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Shares to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to Offering Shareholder within 30 days after the procedures of Section 8.7. (a) The price at which Company receives the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNotice. (b) The non-selling Member shall have sixty (60) days after receipt of If the notice to Company does not elect to purchase all of the Offered Interest. The purchase transaction Shares as provided in Section 3(a) above, then the Offering Shareholders shall thereafter provide the Non-Offering Shareholder with a notice (unless otherwise agreed to with thirdthe "Second Notice") that the Company has not so elected, and the Non-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby.Offering Shareholder 2 (c) If an Offering Shareholder gives the nonrequired Notice, and the Second Notice, and the Company and the Non-selling Member does Offering Shareholder do not elect elect, pursuant to Sections 3(a) and 3(b) , to purchase the Offered InterestShares, then the Selling Member Offering Shareholder may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale dispose of the Offered Interest Shares to the person or persons, at the price, and on the execution terms and conditions specified in the Notice, provided that each such person acquiring the Offered Shares becomes a party to this Agreement upon such acquisition, and any shares not so disposed of by such Offering Shareholder may not thereafter be disposed of, except in compliance with the transferee terms and conditions of this Agreement, . (d) The provisions of Section 3 shall remain in effect for so long as Odzer owns more than fifteen percent (15%) of the transferee shall become a Member outstanding Stock of the Company. HoweverFurthermore, if the Selling Member does Proxy given as of May 15, 1995 shall continue irrevocable for so long as this Section 3 remains in full force and effect. (e) The provisions of Section 3 shall not sell the Offered Interest apply to (i) any proposed dispositions to be made pursuant to Rule 144 or any Registration Statement in effect under the Offer within ninety Securities Act of 1933, as amended, or (90ii) days after any transfers by a Shareholder of shares of Stock or beneficial interests therein to their respective spouses, or other immediate family members, or to a trust or other entity for the termination (by passage sole benefit of time or otherwise) any of the rights of first refusal created under this Section 8.2, foregoing; provided that any such transferee agrees to be bound by the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms of this Section 8.2Agreement.

Right of First Refusal. If (i) Any Member may Transfer all, but not less than all, of its Membership Interest to a Person other than those authorized in Section 7.2(a) under the terms of this Section 7.2(b); provided that such Transfer and Transferee otherwise complies with the terms of this Agreement. (ii) Except with respect to Transfers according to the terms of Section 7.2(a), any Member who receives, and desires to accept, a Qualifying Offer for the Transfer (or whose Affiliate receives and desires to accept, a bona fide offer Qualifying Offer for the Transfer, or is obligated to enter into a transaction which, is a Qualifying Offer and which, if consummated, would constitute a Transfer) of all or any portion of its Membership Interest (such Member and any other Member deemed to have made a Transfer under Sections 7.2(c) or 7.2(d), each a “Offer”) which the Member (“Selling Transferring Member”) proposes to accepta ready, whether or not solicited, willing and able Transferee shall first offer to sell or otherwise dispose of its entire Member transfer such Membership Interest in (the Company, then the Selling Member shall furnish “Subject Interest”) to the nonother Member(s) (the “Non-selling Member written notice Transferring-Members”) as a group for each Non-Transferring Member’s proportionate share of the receipt Subject Interest based on the Non-Transferring Member’s Membership Interest. Such offer shall be made by an irrevocable written offer (the “Offer Notice”) to transfer all or, as applicable, if there is more than one Non-Transferring Member, a portion of the Offer together with Subject Interest which the principal Transferring Member desires to Transfer and shall contain a complete description of the price and other terms and conditions of the saletransaction in which the Transferring Member proposes to Transfer the Subject Interest, including including, without limitation, the minimum price (“Sale Price”) at which such interest is name of the ready, willing and able Transferee, the consideration specified, the proposed to be soldclosing date of the transaction, and a statement as copy of the Qualifying Offer. Each Non-Transferring Member shall have 30 days (the “Option Period”) after actual receipt of the Offer Notice within which to give notice to the identity of Transferring Member (the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered InterestPurchase Notice”) proposed whether or not it wishes to be sold by the Selling Member acquire all of such Subject Interest upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer Notice. Each Non-Transferring Member may, in its Purchase Notice, offer to purchase more than its pro rata share of the Subject Interest (any such Non-Transferring Member, an “Oversubscribing Purchaser”). If one or more Non-Transferring Members do not elect to acquire their pro rata shares of the Subject Interest (the “Unsubscribed Interests”), the Unsubscribed Interests shall consist be allocated pro rata among the Oversubscribing Purchasers based on the Membership Interests of each Oversubscribing Purchasers (provided that the portion of the Unsubscribed Interests allocated to any Oversubscribing Purchaser shall not exceed the percentage of the Unsubscribed Interests that it offered to purchase in whole its Purchase Notice), or in part) of consideration other than cashsuch proportions as the Oversubscribing Purchasers may otherwise agree. If after such allocation there remain any Unsubscribed Interests that have not been so allocated, payable at then the closing thereof or at a later date, allocation process provided for in the cash equivalent fair market value of such other consideration preceding sentence shall be included successively repeated with respect to each Oversubscribing Purchaser which has been allocated a percentage of the Unsubscribed Interests that is less than the percentage of the Unsubscribed Interests that it offered to purchase in is Purchase Notice, until all the price at which Unsubscribed Interests have been allocated. The right herein created in favor of the Offered Non-Transferring Members as a group is an option to acquire all, or none, of the Subject Interest may be so purchasedoffered for sale by the Transferring Member. (biii) The nonIf, within the Option Period, one or more Non-selling Transferring Members elect to acquire such Subject Interest, then such Non-Transferring Member or Members shall have close such transaction in accordance with this Section 7.2(b) no later than the later to occur of (i) the closing date set forth in the Offer Notice and (ii) the date that is sixty (60) days after receipt the last day of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyOption Period. (civ) If the nonNon-selling Member does Transferring Members as a group do not elect to purchase acquire all of the Offered InterestSubject Interest of the Transferring Member in accordance with this Section 7.2(b), then the Selling Transferring Member may accept Transfer such Subject Interest to the Transferee named in the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything Notice delivered to the contrary contained herein (includingNon-Transferring Members upon the terms described in such Offer Notice. If such Transfer does not occur in accordance with the terms of such Offer Notice, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest attempted Transfer shall be null and void ab initio and the execution by the transferee of this Agreement, the transferee Transferring Member shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant again be subject to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.27.2(b). (v) Upon consummation of any such Transfer (whether to a Member or any other Person), such Transferee and its Membership Interest shall become a party to and be bound by this Agreement and such Transferee shall thereafter have all of the rights and obligations of a Member hereunder at such time as it has complied will all other conditions for becoming a Substituted Member under Section 7.5.

Right of First Refusal. 9.1 If a Member any Shareholder (the “Offeror”) receives a bona fide written offer (a “Third Party Offer”) from any person dealing at arm’s length with the Offeror to purchase any Shares that the Offeror beneficially owns (the “Offered Shares”), which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish Third Party Offer is acceptable to the non-selling Member written Offeror, the Offeror must give notice of the receipt Third Party Offer (the “Notice”) to the Corporation and to the Shareholders other than the Offeror (the Shareholders other than the Offeror are defined as the “Offerees”). The Third Party Offer must be an offer to purchase only Shares and no other assets. The Notice must contain a copy of the Offer together with the principal terms and conditions of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to disclose the identity of the real party in interest person making the OfferThird Party Offer and provide evidence sufficient to establish that such person has the power and capacity, including financial ability, to complete the purchase of the Offered Shares and that the conditions set out in Article VI will be satisfied. The non-selling MemberUpon the Notice being given, shall then the Offerees will have the right to purchase any or all of the Member Interest (“Offered Interest”) proposed to be sold by Shares at the Selling Member same price and upon and subject to the same terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price are contained in the Third Party Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) 9.2 The non-selling Member shall have sixty (60) days after receipt of the notice to elect Offerees will be entitled to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held Shares pro rata based upon the number of Shares beneficially owned by the Offerees at the principal executive offices of date the Company, Notice was given or at in such other location proportion as the Offerees may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election agree in writing. Each Offeree who desires to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale any or all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Shares that such Offeree is entitled to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying purchase in accordance with the provisions of this Section 8.29.2 will give notice of such desire to the Offeror, to the Corporation and to the other Offerees within 10 Business Days of having been given the Notice. 9.3 If any Offeree does not give notice as provided in Section 9.2 or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Offered Shares, the Offered Shares that such Offeree had been entitled to purchase but not so purchased (the “Rejected Shares”) may instead be purchased by the Offerees who did give such notice pro rata based upon the number of Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and, within five Business Days of the expiry of the 10 Business Day period specified in Section 9.1, each Offeree who desires to purchase any or all of the Rejected Shares that such Offeree is entitled to purchase in accordance with the provisions of this Section 9.3 will give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the additional notice does not do so or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Rejected Shares, the Rejected Shares that such Offeree had been entitled to purchase but were not so purchased may instead be purchased by the Offerees who did give such additional notice, pro rata based upon the number of Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and so on from time to time until the Offerees are willing to purchase all the Offered Shares or until they are not willing to purchase any more. 9.4 If the Offerees are willing to purchase any or all of the Offered Shares, such transaction of purchase and sale will be completed in accordance with the terms set out in the Third Party Offer by delivery of such Offered Shares by the Offeror with good title, free and clear of all liens, charges, encumbrances and any other rights of others, against payment by certified cheque, bank draft or wire transfer by the Offerees. If, at the time of completion, any Offered Shares are subject to any lien, charge, encumbrance or other right of others, the Offerees will be entitled to deduct from the purchase money to be paid to the Offeror the amount required to discharge all such liens, charges, encumbrances or other rights of others and will apply such amount to the repayment, on behalf of the Offeror, of the obligations secured thereby. 9.5 If the Offeror defaults in transferring the Offered Shares to the Offerees as provided in this Section 9.5, the Corporation is authorized and directed to receive the purchase money and thereupon to record the transfer of the Offered Shares, to enter the names of the Offerees in the registers of the Corporation as the holders of the Shares purchased by them, and to cause to be issued to the Offerees share certificates for the Offered Shares in the names of such Offerees. The Corporation will hold the purchase money received by it in trust on behalf of the Offeror and will not commingle the purchase money with the Corporation’s assets, except that any interest thereon will be for the account of the Corporation. The receipt by the Corporation of the purchase money will be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation, the transaction of purchase and sale will be deemed completed at the price and on the other terms and conditions contemplated herein and the Offerees will for all purposes own the Offered Shares purchased by them. Upon such registration, the Offeror will cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase money received by the Corporation upon surrender of any certificates that previously represented the Offered Shares. 9.6 If, after the application of Section 9.3, all of the Offered Shares have not been accepted for purchase by the Shareholders, the Corporation will be entitled to purchase the remaining Offered Shares in accordance with Sections 9.1 to 9.5 as if it were the only Offeree, mutatis mutandis. 9.7 If, after the application of Section 9.6, all of the Offered Shares have not been accepted for purchase by the Shareholders or the Corporation, the rights of the Shareholders and the Corporation to purchase the remainder of the Offered Shares will terminate and, subject to Article VI, the Offeror may sell the Offered Shares that have not been accepted for purchase by the Shareholders or the Corporation to the person who made the Third Party Offer within four months after the later of the expiry of the last of the 10 Business Day period specified in Section 9.1 and the last of the five Business Day periods specified in Section 9.2 only with the specific approval of such sale by the Corporation. Any such sale must be at a price not less than the purchase price contained in the Third Party Offer and on other terms no more favourable to such third party than those contained in the Third Party Offer. If the Offered Shares are not sold within such four month period on such terms, the rights of the Corporation and the Shareholders other than the Offeror pursuant to this Section 9 will again take effect. 9.8 If the Offeror is entitled to sell any Offered Shares to the person who made the Third Party Offer following compliance with this Section 9, the Offeror will be entitled to provide such financial information and documents of the Corporation to the person who made the Third Party Offer as would be reasonable in the circumstances, provided that the person who made the Third Party Offer enters into a confidentiality agreement with the Corporation in form and substance acceptable to the Board.

Right of First Refusal. If a Member Party (hereinafter in this Section referred to as the “Owner”) makes a bona fide offer to or receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner, to purchase all or part of the Owner’s Holdings which offer the Owner desires to accept, then the Owner will first offer (the “Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest such Holdings in the Company, then the Selling Member shall furnish writing to the non-selling Member written notice of other Party on the receipt of terms offered by the Proposed Purchaser. The Offer together with will specify the principal price and terms and conditions of the such sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldname of the Proposed Purchaser and, and a statement as if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the identity of the real party Owner other than in interest making the Offer. The non-selling Membercash, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) will include the Owner’s good faith estimate of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have cash consideration. If within a period of sixty (60) days after receipt of the notice Offer, the other Party notifies the Owner in writing that it will accept the same, the Owner will be bound to elect sell such Holdings to purchase the Offered Interestother Party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. The purchase transaction (unless otherwise agreed to If the Offer so accepted by the other Party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other Party disagrees with third-party purchasers) shall be consummated the Owner’s best estimate, the other Party will so notify the Owner at a closing the time of acceptance and the other Party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be held at and the principal executive offices of resulting total purchase price. If the Companyother Party so notifies the Owner, or at such other location as may be agreed the acceptance by the partiesother Party will be effective and binding upon the Owner and the other Party and the cash equivalent of any such non-cash consideration will be determined by binding arbitration pursuant to the terms and conditions of this Agreement and will be payable by the other Party, subject to prepayment as hereinafter provided, within sixty(60sixty (60) days following its determination by arbitration. The other Party will in such case pay to the date Owner, against receipt of an absolute transfer of clear and unencumbered title to the Holdings of the non-selling Member’s election to purchase the Offered Interest. At the closingOwner being sold (subject, unless otherwise stipulated in the Offerhowever, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest terms and the execution by the transferee conditions of this Agreement), the transferee shall become a Member total purchase price which it specified in its notice to the Owner and such amount will be credited to the amount determined following arbitration of the Companycash equivalent of any non-cash consideration. HoweverIf the other Party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the Holdings offered, if the Selling Member does not Owner may sell the Offered Interest pursuant and transfer such Holdings to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer within ninety for a period of sixty (9060) days after days, provided that the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms of this Section 8.2will again apply to such Holdings if the sale to the Proposed Purchaser is not completed within the said sixty (60) days. Any sale hereunder will be conditional upon the Proposed Purchaser delivering a written undertaking to the other Party, in form and content satisfactory to its counsel, that the Proposed Purchaser shall be bound by and the Holdings so acquired shall be subject to the terms and conditions of this Agreement.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which In the event that any Member (the “Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose receives from any prospective Transferee other than any Member and other than any Person that qualifies as an Affiliate Transferee of its entire Member Interest in the Company, then the Selling Member shall furnish (such prospective Transferee, the “Offeror”) a bona fide written offer (the “Offer”) to the non-selling Member written notice directly or indirectly purchase all, but not less than all, of the receipt of Membership Interest owned by the Offer together with Selling Member (such Membership Interest, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) in any transaction or series of related transactions on terms that the Selling Member is willing to accept, the Selling Member shall, as promptly as practicable but in no event later than five Business Days after the Selling Member’s receipt of the Offer, provide written notice thereof (the “Offer Notice”) to the Company and the Member that is not the Selling Member (the “Non-Selling Member”). The Offer Notice shall set forth (i) the aggregate Percentage Interest represented by the Offered Interest (which shall be all of the Percentage Interest owned by the Selling Member), (ii) the identity of the Offeror, (iii) the type and amount of consideration proposed to be sold paid for the Offered Interest (including a description of any proposed non-cash consideration), (iv) the terms of the Offeror’s financing, if any, and (v) any other material terms or conditions of the Offer (collectively, the “Offer Terms”) and shall include copies of all documentation relating to the Offer, including all offer letters, term sheets and written draft Contracts proposed to be entered into in connection therewith; provided that, in the event that the Offer is part of a broader transaction involving the Selling Member or an Affiliate thereof, the determination of the portion of the consideration for such transaction constituting the proposed purchase price for the Offered Interest for the purposes of a Matching Offer shall be made by an Appraiser selected by the Selling Member upon and subject reasonably acceptable to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedNon-Selling Member. (b) The nonNon-selling Selling Member shall have sixty (60) may, within 45 days after receipt the date of the Offer Notice (5:00 p.m. (New York City time) on such 45th day, the “ROFR Deadline”), irrevocably offer to purchase all, but not less than all, the Offered Interest pursuant to and in accordance with Section 10.05(c) by providing written notice to elect of such offer to purchase the Offered InterestInterest (a “ROFR Election Notice”) to the Company and the Selling Member prior to the ROFR Deadline. The purchase transaction Any such ROFR Election Notice shall contain a bona fide, binding, fully financed offer on behalf of the Non-Selling Member on the Offer Terms, it being agreed that if any of the Offer Terms include non-cash consideration, the Non-Selling Member may substitute cash of equivalent value (unless otherwise agreed any such offer made pursuant to and in accordance with third-party purchasersthis Section 10.05(b), a “Matching Offer”). (c) If a valid and timely Matching Offer is made, the Selling Member shall be consummated at a closing entitled, in its sole discretion, either to be held at continue to hold the principal executive offices Offered Interest or to Transfer all, but not less than all, the Offered Interest to the Non-Selling Member on the terms and conditions of the CompanyMatching Offer. Within ten Business Days after receipt of such Matching Offer, the Selling Member shall notify the Non-Selling Member and the Company of whether the Selling Member elects to accept the Matching Offer (a “ROFR Acceptance”) or at such other location as may be agreed by decline the parties, within sixty(60) days following the date of the non-selling Member’s election Matching Offer and continue to purchase hold the Offered Interest. If no such notice is delivered prior to the expiration of such ten-Business Day period, the Selling Member shall be deemed to have declined the Matching Offer. If the Selling Member delivers a ROFR Acceptance, the closing of the Transfer of the Offered Interest contemplated by the Matching Offer pursuant to this Section 10.05 (the “ROFR Closing”) shall occur not later than the later of (i) 30 days after the delivery of the ROFR Acceptance and (ii) five Business Days after the date on which all of the following conditions are satisfied or (to the extent permitted by applicable Law) waived by the applicable Member, or, subject to such satisfaction or waiver, on such other date as the Selling Member and the Non-Selling Member may mutually agree upon: (i) there shall not be in effect any Law or Order that enjoins, restrains, prohibits or makes illegal the ROFR Closing; and (ii) there shall have been obtained all material consents and approvals from Governmental Authorities that are required for each of the Selling Member and the Non-Selling Member, as applicable, to effect the ROFR Closing. (d) At the closingROFR Closing, unless otherwise stipulated in (i) the Offer, the nonNon-selling Selling Member shall deliver to the Selling Member the full aggregate purchase price against delivery of an instrument appropriately transferring for the Offered Interest sold thereby. set forth in the Matching Offer and (cii) If the nonSelling Member shall deliver to the Non-selling Selling Member does not elect good and marketable title to purchase the Offered Interest, then free and clear of all Encumbrances, pursuant to and in accordance with definitive agreements customary for such transactions and reasonably acceptable to the Selling Member may accept and the Offer andNon-Selling Member; provided, pursuant theretohowever, sell that the representations and warranties to be made by the Selling Member shall be limited to the following customary representations and warranties related to authority, ownership and the ability to convey title to the Offered Interest and(and the Selling Member shall agree to indemnify the Non-Selling Member for breach of such representations and warranties): (w) the Selling Member holds all right, notwithstanding anything title and interest in and to the contrary contained herein Offered Interest that the Selling Member purports to hold, free and clear of all Encumbrances, (includingx) the obligations of the Selling Member in connection with the transaction have been duly authorized, without limitation(y) the documents to be entered into by the Selling Member have been duly executed by the Selling Member and delivered to the Non-Selling Member and are enforceable against the Selling Member in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered into in connection with such transaction, Section 8.5 hereofnor the performance of the Selling Member’s obligations thereunder, will cause a breach or violation of the terms of any material Contract to which the Selling Member is a party or Law or Order applicable to the Selling Member (collectively, the “Required Representations”), upon such sale . (e) If a Matching Offer for all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become is not set forth in a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant ROFR Election Notice prior to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2ROFR Deadline, the Selling Member may shall be entitled, in its sole discretion, either to continue to hold the Offered Interest or to Transfer all, but not thereafter transfer less than all, the Offered Interest to the Offeror at a price no less than the price pursuant to, and on other terms no more favorable to the Offeror than those of, the Offer Terms within 60 days following the ROFR Deadline (which period shall be extended by any period of time required to comply with applicable Law or the requirements of any Governmental Authority). In the event that the Selling Member shall not have consummated such Transfer within such period, any subsequent Transfer of the Offered Interest shall be subject to this Section 10.05. (f) The Company and each Member shall reasonably cooperate in connection with, and shall, as reasonably requested, take (or cause to be taken) all actions and execute (or cause to be executed) all instruments, in each case reasonably necessary or appropriate to effect, the Transfer of the Offered Interest to the Non-Selling Member or the Offeror, as applicable, pursuant to and in accordance with this Section 10.05; provided, however, that neither the Company nor any Member shall be obligated to offer any consideration (except as expressly provided in this Section 10.05), agree to any restriction or modify the rights and obligations of such Person under this Agreement in connection therewith. (g) The obligations of the Selling Member and the rights of the Non-Selling Member set forth in this Section 10.05 shall apply to each Offer made with respect to any Offered Interest, without again complying with the provisions of this Section 8.2including any amendment to a prior Offer for which an Offer Notice has previously been delivered.

Right of First Refusal. If (a) If, at any time after the fifth anniversary of the Effective Date and prior to the date of consummation of a Member Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the “Third Party Offer”) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a)) (the “Offeror”), which the Member (“Selling Member”) proposes Management Stockholder wishes to accept, whether or not solicited, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder’s notice to the Company shall contain an irrevocable offer to sell or otherwise dispose of its entire Member Interest such Stock to the Company (in the Company, then the Selling Member shall furnish manner set forth below) at a purchase price equal to the non-selling Member written notice price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Offer together with Management Stockholder’s notice, the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, Company shall then have the right and option to purchase purchase, or to arrange for a third party to purchase, all (but not less than all) of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale Third Party Offer, pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased4(b). (b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company’s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-selling Member cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall have notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days after receipt following the expiration of the notice to elect 15-day period during which the Company is entitled hereunder to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Management Stockholder has not completed the sale of such shares of the CompanyStock as aforesaid, or at such other location as may be agreed by the parties, within sixty(60) days following the date all of the non-selling Member’s election restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to purchase such shares of the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyStock. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding Notwithstanding anything in this Agreement to the contrary contained herein (includingcontrary, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, 4 shall terminate and be of no further force or effect upon the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions occurrence of this Section 8.2a Change in Control.

Right of First Refusal. If IPS, MMM and/ or PMM receive and wish to accept from a Member receives prospective buyer, or wish to present to a bona fide offer prospective buyer, (“Offer”in both cases, other than a Syndicated Shareholder) which a Firm Offer for the Member (“Selling Member”) proposes Transfer of all or any part of their Syndicated Shares, RH shall be entitled to accept, whether or not solicited, a right of first refusal to sell or otherwise dispose of its entire Member Interest buy the Syndicated Shares included in the CompanyFirm Offer (the "Right of First Refusal"). In order to exercise the Right of First Refusal, then RH shall, at least, equalize the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the saleFirm Offer and buy all the Syndicated Shares therein. If this is the case, including IPS, MMM and/ or PMM (the minimum price (“Sale PriceSelling Shareholders”) at which such interest is proposed shall effectively notify their decision (the “Notification”) to be soldRH listing the terms and conditions of the Firm Offer received, and a statement as to including, but not limiting, the identity of the real party in interest making prospective buyer, all the Offer. The non-selling MemberSyndicated Shares to be transferred and the financial terms, and, to RH's request, shall then have provide a written copy of the right offer, if this was received in writing. Within the term of ten (10) running days from the Notification date, RH shall notify in writing to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Shareholder its intention of exercising its Right of First Refusal. If said right is exercised, the Selling Shareholder shall transfer the Syndicated Shares to RH (or to the Affiliate RH requires) within 30 (thirty) running days from the time RH notifies its decision to the Selling Shareholder. If, on the contrary, RH fails to exercise its Right of First Refusal in the term stipulated herein, the Selling Shareholder shall be allowed to transfer the Syndicated Shares to the third offeror, under the terms and conditions as set forth stipulated in the offer and within 30 (thirty) running days from the time RH notifies (or fails to notify) its decision of not exercising its Right of First Refusal. If after said term the Transfer is not performed, said transfer shall not be performed unless the procedures stipulated in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7are repeated. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If Subject to the other provisions of this Agreement including without limitation this Article VIII, in the event that a Member holder of Units (the “Seller”) receives a bona bona-fide offer for the sale of any or all of such holder’s Units (the “Offered Securities”), the Seller shall first offer to sell the Offered Securities to the Other Member or its designee(s) pursuant to a written notice (the “ROFR Notice”) provided to the Other Member, which notice shall include: (i) a description of the transaction being proposed, (ii) the identity of the offeror (“OfferThird Party Buyer”), (iii) which the Member purchase price proposed and the manner of payment thereof and (“Selling Member”iv) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in a term sheet setting forth the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal material terms and conditions of the saleoffer and a copy of the proposed agreement, including if any. Within ten (10) days of receiving the minimum price ROFR Notice, the Other Member must either accept or decline the offer and if the Other Member neither accepts nor declines the offer within such ten (“Sale Price”10) at which such interest day period, the offer will be considered declined. If the offer is proposed declined by the Other Member, (i) the Seller shall next offer to be soldsell the Offered Securities to the Company, pursuant to a ROFR Notice and otherwise on the terms specified in the foregoing sentence, and a statement as to (ii) if the identity of Company declines such offer, the real party in interest making the Offer. The non-selling Member, shall then Seller will have the right to purchase sell the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Securities to the person specified in the offer at a price and on terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant no less favorable to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be Seller than the price contained and terms and conditions set out in the OfferROFR Notice. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver sale to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does Third Party Buyer is not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer completed within ninety (90) days after the termination (by passage of time or otherwise) of Company declines the rights of first refusal created under offer, this Section 8.2, 8.08 shall again become applicable as if the Selling Member may offer had not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2been made.

Right of First Refusal. If a At any time after the Prohibited Transfer Period, if any Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes decides to accept, whether Transfer all or not solicited, to sell or otherwise dispose any part of its entire Member Membership Interest in or Economic Interest (the Company"Offered Interest") pursuant to a Bona Fide Offer, then the Selling that Member shall furnish give written notice to the non-selling Member written notice Company and to all other Members (the "Eligible Members"), setting forth in full the terms of the receipt of the such Bona Fide Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offerofferor(s). The non-selling Member, Company shall then have the right to purchase the Member Interest and option, for a period ending thirty (“Offered Interest”30) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) calendar days after following its receipt of the notice written notice, to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices all or any part of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. at the purchase price and upon the terms specified in the Bona Fide Offer, and the Eligible Members (cpro rata in accordance with the ratio of their Economic Interests) shall then have the right and option, for a period of twenty (20) days thereafter, to elect to purchase all or any part of the Offered Interest not elected to be purchased by the Company at the purchase price and upon the terms specified in the Bona Fide Offer. If the non-selling Member does all Eligible Members do not elect to purchase the entire balance of the Offered Interest, then the Selling Member may accept Eligible Members electing to purchase shall have the Offer andright and option, pursuant theretofor a period of ten (10) days thereafter and pro rata in accordance with the ratio of their Economic Interests, sell to elect to purchase the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale balance of the Offered Interest and available for purchase. Notwithstanding the execution by the transferee of this Agreementforegoing, the transferee shall become a Member of the Company. Howeverhowever, if the Selling Member does Company and/or the Eligible Members do not sell elect to purchase all of the Offered Interest subject to the right of first refusal pursuant to this Section 7.3, the Offer Member desiring to Transfer may Transfer all of the Offered Interest to the original proposed transferee upon the terms set forth in the written notice provided to the Company, whereupon the original proposed transferee shall take and hold the Offered Interest subject to this Agreement and to all of the obligations and restrictions upon the Member from whom such Offered Interest was acquired and shall observe and comply with this Agreement and with all such obligations and restrictions. Any such Transfer of the Offered Interest to the original proposed transferee must be effected within ninety (90) calendar days after the termination (by passage of time or otherwise) date of the rights termination of the right of first refusal created under this Section 8.2options provided above. If no such Transfer is effected within such ninety (90) calendar day period, then any subsequent proposed Transfer of all or any part of the Selling Membership Interest or Economic Interest of the Member may not thereafter transfer the Offered Interest, without desiring to Transfer shall once again complying with be subject to the provisions of this Section 8.27.3. For these purposes, if any consideration offered for the Offered Interest in the Bona Fide Offer consists of rights, interests or property other than money or an obligation to pay money, the Managers shall, in good faith, determine the Fair Market Value of that consideration in monetary terms as of the date the Bona Fide Offer was received by the Member desiring to Transfer. The Fair Market Value of that consideration in monetary terms, as so determined, shall be included in the purchase price payable by the Company and/or the purchasing Members hereunder, but, in order to exercise their rights of first refusal granted above, neither the Company nor the purchasing Members need transfer to the Member desiring to Transfer the actual rights, interests or property offered in the Bona Fide Offer nor afford the Member desiring to Transfer the same tax treatment which would have been available to it under the Bona Fide Offer.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which the Member (“Selling Member”) proposes to acceptAt any time, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth specified in this Section 8.29.3, each Class A Member shall have a right of first refusal if any other Class A Member (the “Offering Member”) receives an offer from an Independent Third Party that the Offering Member desires to accept to purchase all or any portion of the Membership Interest owned by the Offering Member (the “Offered Membership Interest”). This Section 8.2 Each time the Offering Member receives an offer for any of its Membership Interest from an Independent Third Party, the Offering Member shall not apply to any sale pursuant first make an offering of the Offered Membership Interest to the procedures other Class A Members in accordance with the following provisions of this Section 8.7. (a) The price at which 9.3 prior to Transferring such Offered Membership Interest to the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedIndependent Third Party. (b) The non-selling Offering Member shall have sixty give written notice (60the “Offering Member Notice”) days after receipt to the Company and the other Class A Members stating that it has received a bona fide offer from an Independent Third Party and specifying: (i) the Offered Membership Interest to be sold by the Offering Member; (ii) the name of the notice to elect Person who has offered to purchase such Offered Membership Interest; (iii) the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) price, which shall be consummated at a closing to be held at comprised solely of cash, and the principal executive offices other material terms and conditions of the CompanyTransfer; and (iv) the proposed date, or at such other time and location as may of the closing of the Transfer, which shall not be agreed by the parties, within sixty(60) less than 60 days following from the date of the non-selling Offering Member Notice. The Offering Member Notice shall constitute the Offering Member’s election offer to purchase Transfer the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver Membership Interest to the Selling Member other Class A Members, which offer shall be irrevocable until the full purchase price against delivery end of an instrument appropriately transferring the Offered Interest sold therebyROFR Notice Period (as defined below). (c) Upon receipt of the Offering Member Notice by a Class A Member, such Class A Member shall have ten Business Days (the “ROFR Notice Period”) to elect to purchase all (and not less than all) of the Offered Membership Interest by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that it offers to purchase such Offered Membership Interest on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable Class A Member. If more than one Class A Member delivers a ROFR Offer Notice, each such Class A Member (the non-selling “Purchasing Member”) shall be allocated its pro rata portion of the Offered Membership Interest based on the respective Class A Membership Interest Percentages of the Purchasing Members, unless otherwise agreed by such Class A Members. Each Class A Member that does not elect deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such Class A Member’s rights to purchase the Offered InterestMembership Interest under this Section 9.3, then and the Selling Offering Member may accept shall thereafter, subject to the Offer andrights of any Purchasing Member, pursuant thereto, be free to sell the Offered Membership Interest and, notwithstanding anything to the contrary contained herein Independent Third Party specified in the Offer Notice pursuant to Section 9.3(d) without any further obligation to such Class A Member pursuant to this Section 9.3. (including, without limitation, d) If no Class A Member delivers a ROFR Offer Notice in accordance with Section 8.5 hereof9.3(c), upon such sale the Offering Member may, during the 60 day period immediately following the expiration of the ROFR Notice Period (the “Waived ROFR Transfer Period”), Transfer subject to and in accordance with Section 9.2 all of the Offered Membership Interest to the Independent Third Party on terms and conditions no more favorable to the execution by Independent Third Party than those set forth in the transferee of this Agreement, Offering Member Notice. If the transferee shall become a Member of the Company. However, if the Selling Offering Member does not sell Transfer the Offered Membership Interest to the Independent Third Party within the Waived ROFR Transfer Period, the rights provided hereunder shall be deemed to be revived and the Offered Membership Interest shall not be Transferred to the Independent Third Party unless the Offering Member sends a new Offering Member Notice in accordance with, and otherwise complies with, this Section 9.3. (e) At the closing of any Transfer to a Purchasing Member pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.29.3, the Selling Offering Member may not thereafter shall be deemed to have made the Reconveyance Representations and Warranties to the Purchasing Member(s), and the Purchasing Member(s) shall pay the purchase price by wire transfer of immediately available funds to the Offered InterestOffering Member. For the avoidance of doubt, without again complying any Transfer pursuant to this Section 9.3 shall be subject to and must comply with the provisions requirements of this Section 8.29.2.

Right of First Refusal. If A Member may sell all of its Membership Interests in the Company if the sale is effected as follows: (a) In the event a Member receives (a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to acceptreceives a bona fide written offer (a “Bona Fide Offer”) from an unrelated third party, whether or not solicited, such Selling Member shall first offer to sell the Membership Interest that the Selling Member intends to sell to the third party to the Company and to the other Members by delivering a written offer to the Company and to the other Members on the same terms and conditions of such Bona Fide Offer or otherwise dispose its cash equivalent (based on fair market value of its entire the Bona Fide Offer if it contains consideration other than cash) and a copy of said Bona Fide Offer. (b) The Company shall have the right to accept the offer as to all, but not less than all, of the Membership Interest to be sold pursuant to the Bona Fide Offer by notifying the Selling Member and all other Members within thirty (30) days after receipt of the offer from the Selling Member. The Company’s decision as to whether to accept the Selling Member’s Bona Fide Offer shall be determined by Majority in Interest of the Members entitled to vote thereon, it being agreed that the Selling Member is not entitled to vote thereon and shall not be counted for purposes of determining a quorum at such a meeting of the Members. If the Company does not accept as to all of the offered Membership Interest of the Selling Member, the other Members shall have ten (10) days from receipt of the notice from the Company indicating it is not accepting to accept the offer as to all, but not less than all, of the Membership Interest to be sold pursuant to the Bona Fide Offer by notifying the Selling Member of such other Member’s acceptance (any such accepting Member being a “Buying Member”) within such ten (10) day period. If there is more than one Buying Member, each shall buy that portion of the Selling Member’s Membership Interest to be sold equal to his Membership Interest as a percentage of the Membership Interests of all Buying Members. (c) If the offer of the Selling Member is accepted as to all of the offered Membership Interest by the Company or any other Member, the closing of said purchase and sale shall take place at the office of the Company or such other place as the parties may agree at a date designated by the Company or the Buying Member, if applicable, which shall not be more than sixty (60) days following the expiration of the period set forth in Section 8.5(b), at which closing the Companypurchase and payments shall be made to the Selling Member by the Company or the Buying Member, if applicable, as contemplated by the Bona Fide Offer. (d) If the offer of the Selling Member is not accepted as to all of the offered Membership Interest pursuant to the preceding paragraphs (a) through (c) within the times specified above, then the Selling Member shall furnish to may then sell the non-selling Member written notice of offered Membership Interest on the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this the Bona Fide Offer except that the transferee of such Membership Interest shall have only the rights specified in Section 8.2. This Section 8.2 shall not apply to any sale pursuant 8.6 unless such transferee is admitted to the procedures Company as a substituted Member in accordance with the terms and conditions of Section 8.7. this Agreement. Such sale must be made within one (a1) The price at which year after the Offered Interest may be purchased shall be date the price contained offer was originally made to the Company and the other Members and the purchaser must agree in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing writing to be held at bound by this Agreement, including the principal executive offices of restrictions on transfer, as fully as though such purchaser were the CompanyMember which sold the Membership Interest, or at such other location otherwise, this Agreement shall remain in full force and effect as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyand any transfer shall be null and void ab initio. (ce) If Upon the non-selling Member does not elect to purchase closing of the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Membership Interest pursuant to this Section, the Offer within ninety (90) days after selling and purchasing parties shall execute and deliver to each other such documents which may be required to carry out their undertakings hereunder including the termination (by passage payment of time or otherwise) cash and/or delivery of notes and the rights assignment and delivery of first refusal created under this Section 8.2certificates, if any. Upon the closing, the Selling Member may not thereafter transfer shall also deliver to the Offered InterestCompany the resignation of such Member’s nominee, without again complying with if any, as member of the provisions Managing Committee and the purchasing party shall be entitled to elect its nominees in their stead to the Managing Committee. Any acquisition of this Section 8.2a Selling Member’s interest by the Company or one or more Buying Members shall be a Permitted Transfer.

Right of First Refusal. If (a) Notwithstanding Section 10.1(a) and except for a Member receives a bona fide offer Permitted Transfer (“Offer”) which the but subject to Section 10.3), any Member (the “Selling Member”) proposes to accept, whether or not solicited, who desires to sell or otherwise dispose Transfer any or all of its entire Member such Member’s Percentage Interest (and corresponding Membership Interests) to any third party may do so pursuant to a bona fide offer from a bona fide purchaser, but only after giving the other Members (the “Remaining Members”) the opportunity to match the terms of such offer in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal following terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased10.2. (b) The non-selling Selling Member shall have sixty (60) days after receipt make a written offer to each of the notice to elect to purchase Remaining Members. Such written offer shall set forth the Offered Interest. The purchase transaction amount of Percentage Interest (unless otherwise agreed to with third-party purchasersand corresponding Membership Interests) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to which the Selling Member proposes to dispose of, the full price per Percentage Interest (and corresponding Membership Interests), the identification of the third party offeror (and of any person or entity for whom the third party offeror is acting as agent or nominee and who will become the beneficial owner of the Percentage Interest (and corresponding Membership Interests) specified in the offer if a purchase price against delivery occurs pursuant thereto), and all other material terms and conditions of an instrument appropriately transferring the Offered Interest sold therebyproposed sale. (c) If On or before the non-selling Member does not expiration of thirty (30) days after the date of the notice given pursuant to Section 10.2(b) above, the Remaining Members may, at their option, elect to purchase all of the Offered InterestPercentage Interest (and corresponding Membership Interests) described in the offer on the terms contained therein (the “First Right”). Each of the Remaining Members shall have the right to purchase that proportion of the Percentage Interest (and corresponding Membership Interests) equal to the ratio of the amount of Percentage Interests owned by such Remaining Member to the total amount of Percentage Interests owned by all Remaining Members. If a Remaining Member is unable or unwilling to purchase the proportion of Percentage Interest (and corresponding Membership Interests) allotted to such Remaining Member, then the other Remaining Members shall have the right to purchase such allotment, on a pro rata basis among themselves (the “Second Right”). The Second Right shall be exercisable for a period of ten (10) days after the earlier of the following: (i) the expiration of the foregoing thirty (30) day period set forth in this Section 10.2(c); or (ii) the date on which all of the Remaining Members have each either exercised or declined to exercise such Remaining Member’s First Right. (d) The Remaining Members shall make their election to exercise the First Right or the Second Right by written notice to the Selling Member, the other Remaining Members and the Company. Failure by the Remaining Members to exercise their election in the respective time 112776\000006\4832-7583-6415v3 periods provided in Section 10.2(c) shall be deemed a rejection of the offer as of the last day of the applicable time period. (e) To the extent that neither the First Right nor the Second Right is exercised with respect to any Percentage Interest (and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b), the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Percentage Interest and(and corresponding Membership Interests) which were the subject of the written offer described in Section 10.2(b) but for which neither the First Right nor the Second Right is exercised, notwithstanding but only to the purchaser specified in such offer and for the price and other terms described therein. Any purchaser must and shall abide by all the terms, conditions and requirements of (i) a Transfer of a Member’s Membership Interest in accordance with this Article 10 and (ii) this Agreement. (f) Notwithstanding anything to the contrary contained herein (including, without limitation, in Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee 10.7 or in any other provision of this Agreement, the Transfer of any Percentage Interest (and corresponding Membership Interests) to a transferee pursuant to this Section 10.2, shall become a result in the automatic admission of such transferee as Substitute Member and full Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) Company without any requirement for consent of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2Members.

Right of First Refusal. If during the Restricted Period, PHL, Holdings or any of their Affiliates wishes to acquire, directly or indirectly, a Member receives Controlling interest in a bona fide offer Property-Casualty Business where such acquisition would cause them to fail to comply with the limitation contained in clause (“Offer”i) of Section 5.17.4, they may do so, provided they sell, subject to providing Buyer with a right of first refusal with respect to, such portion (designated by the selling party) of the aggregate Property-Casualty Businesses acquired during the Restricted Period as necessary in order to comply with such limitation once the sale that is subject to such right is consummated. PHL, Holdings or their Affiliates, whichever of them wishes to acquire a Property-Casualty Business subject to a right of first refusal hereunder, shall send a notice to Buyer which (i) identifies the Member Property-Casualty Business or portion thereof it wishes to sell, (“Selling Member”ii) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish provides relevant summary financial information pertaining to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price business identified in clause (“Sale Price”) at which such interest is proposed to be soldi), and a statement as to (iii) states the identity of the real party in interest making the Offeroffering price and any other material terms for such business. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member Buyer shall have sixty (60) days after from receipt of the notice hereunder in which to elect whether to purchase acquire the Offered Interest. The purchase transaction business identified in clause (unless otherwise agreed to with third-party purchasers) i), which election shall be consummated at evidenced by a closing writing delivered to be held at the principal executive offices of the Company, or at such other location as may be agreed Offeror by the partiesclose of business. In the event Buyer does not timely exercise its rights hereunder, within sixty(60) days following or, having exercised its rights, fails to close the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated sale in the Offera timely manner, the non-selling Member Offeror shall deliver be entitled to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything business identified in clause (i) upon the terms such business was offered to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest Buyer pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2paragraph, the Selling Member but may not thereafter transfer materially modify such terms without re-offering such business to Buyer hereunder upon the Offered Interest, without again complying with the provisions of this Section 8.2proposed new terms.

Right of First Refusal. (1) If a Member any Voting Shareholder (the “Offeror”) receives a bona fide written offer (a “Third Party Offer”) from any person dealing at arm’s length with the Offeror to purchase any of the Voting Shares that the Offeror beneficially owns (the “Offered Shares”), which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish Third Party Offer is acceptable to the non-selling Member written Offeror, the Offeror must give notice of the receipt Third Party Offer (the “Notice”) to the Corporation and to the Shareholders other than the Offeror, as the case may be (the Shareholders other than the Offeror are defined as the “Offerees”). The Third Party Offer must be an offer to purchase only Voting Shares and no other assets. The Notice must contain a copy of the Offer together with the principal terms and conditions of the saleThird Party Offer, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to disclose the identity of the real party in interest person making the OfferThird Party Offer and provide evidence sufficient to establish that such person has the power and capacity, including financial, to complete the purchase of the Offered Shares and that the conditions set out in Section 5.02(3) will be satisfied. The non-selling MemberUpon the Notice being given, shall then the Offerees will have the right to purchase any or all of the Member Interest (“Offered Interest”) proposed to be sold by Shares at the Selling Member same price and upon and subject to the same terms and conditions as set forth are contained in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7Third Party Offer. (a2) The price at which the Offered Interest may Offerees will be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect entitled to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held Shares pro rata based upon the number of Voting Shares beneficially owned by the Offerees at the principal executive offices of date the Company, Notice was given or at in such other location proportion as the Offerees may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election agree in writing. Each Offeree who desires to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale any or all of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Shares that such Offeree is entitled to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying purchase in accordance with the provisions of this Section 8.25.05(2) will give notice of such desire to the Offeror, to the Corporation and to the other Offerees within 10 Business Days of having been given the Notice. (3) If any Offeree does not give notice as provided in Section 5.05(2) or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Offered Shares, the Offered Shares that such Offeree had been entitled to purchase but not so purchased (the “Rejected Shares”) may instead be purchased by the Offerees who did give such notice pro rata based upon the number of Voting Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and, within five Business Days of the expiry of the 10 Business Day period specified in Section 5.05(2), each Offeree who desires to purchase any or all of the Rejected Shares that such Offeree is entitled to purchase in accordance with the provisions of this Section 5.05(3) will give an additional notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree entitled to give the additional notice does not do so or provides such notice but indicates therein that it wishes to purchase less than such Offeree’s pro rata share of the Rejected Shares, the Rejected Shares that such Offeree had been entitled to purchase but were not so purchased may instead be purchased by the Offerees who did give such additional notice, pro rata based upon the number of Voting Shares beneficially owned by such Offerees at the date the Notice was given or in such other proportion as such Offerees may agree in writing, and so on from time to time until the Offerees are willing to purchase all the Offered Shares or until they are not willing to purchase any more Offered Shares. (4) If the Offerees are willing to purchase any or all of the Offered Shares, the transaction of purchase and sale will be completed in accordance with the terms set out in the Third Party Offer by delivery of the Offered Shares by the Offeror with good title, free and clear of all liens, charges, encumbrances and any other rights of others, against payment by certified cheque, bank draft or wire transfer by the Offerees. If, at the time of completion, any Offered Shares are subject to any lien, charge, encumbrance or other right of others, the Offerees will be entitled to deduct from the purchase money to be paid to the Offeror the amount required to discharge all such liens, charges, encumbrances or other rights of others and will apply such amount to the repayment, on behalf of the Offeror, of the obligations secured thereby. (5) If the Offeror defaults in transferring the Offered Shares to the Offerees as provided in this Section 5.05, the Corporation is authorized and directed to receive the purchase money and thereupon to record the transfer of the Offered Shares, to enter the names of the Offerees in the registers of the Corporation as the holders of the Voting Shares purchased by them, and to cause to be issued to the Offerees share certificates for the Offered Shares in the names of such Offerees. The Corporation will hold the purchase money received by it in trust on behalf of the Offeror and will not commingle the purchase money with the Corporation’s assets, except that any interest thereon will be for the account of the Corporation. The receipt by the Corporation of the purchase money will be a good discharge to the Offerees and, after their names have been entered in the registers of the Corporation, the transaction of purchase and sale will be deemed completed at the price and on the other terms and conditions contemplated herein and the Offerees will for all purposes own the Offered Shares purchased by them. Upon such registration, the Offeror will cease to have any right to or in respect of the Offered Shares except the right to receive, without interest, the purchase money received by the Corporation upon surrender of any certificates that previously represented the Offered Shares. (6) If, after the application of Section 5.05(3), all of the Offered Shares have not been accepted for purchase by the Voting Shareholders, the rights of the Voting Shareholders, except as hereinafter provided, to purchase the Offered Shares will terminate and, subject to Section 2.04, 5.02(2), 5.02(3) and 5.02(5) and approval in writing by the Board (which approval may be withheld without reason), the Offeror may sell the Offered Shares that have not been accepted for purchase to the person who made the Third Party Offer within four months after the later of the expiry of the last of the 10 Business Day periods specified in Section 5.05(2) and the last of the five Business Day periods specified in Section 5.05(3), as the case may be. Any such sale must be at a price not less than the purchase price contained in the Third Party Offer and on other terms no more favourable to such third party than those contained in the Third Party Offer. If the Offered Shares are not sold within such four month period on such terms, the rights of the Corporation and the Shareholders other than the Offeror pursuant to this Section 5.05 will again take effect. (7) If the Offeror is entitled to sell the Offered Shares to the person who made the Third Party Offer following compliance with this Section 5.05, the Offeror will be entitled to provide such financial information and documents to the person who made the Third Party Offer as would be reasonable in the circumstances, provided that the person who made the Third Party Offer enters into a confidentiality agreement with the Corporation in form and substance acceptable to the Board.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the OfferAssociation (CHECK ONE) has does not have a right of first refusal (“Right”). If the price contained in Association has a Right, this Contract is contingent upon the Offer shall consist (in whole or in part) of consideration other than cashAssociation, payable at within the closing thereof or at a later date, time permitted for the cash equivalent fair market value exercise of such other consideration shall be included in Right, either providing written confirmation to Buyer that the price at Association is not exercising that Right, or failing to timely exercise such Right pursuant to the terms of the Declaration of Condominium (“Declaration”, which the Offered Interest may be so purchasedreference includes all amendments thereto). (b) The non-selling Member shall have sixty (60) days after receipt members of the notice Association (CHECK ONE) have do not have a Right. If the members do have a Right, this Contract is contingent upon the members, within the time permitted for the exercise of such Right, either providing written confirmation to elect Buyer that the members are not exercising that Right, or failing to purchase timely exercise such Right pursuant to the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices terms of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyDeclaration. (c) Buyer and Seller shall, within days after Effective Date, sign and deliver any documents required as a condition precedent to the exercise of the Right, and shall use diligent effort to submit and process the matter with the Association and members, including personal appearances, if required. (d) If, within the stated time period, the Association, the members of the Association, or both, fail to provide the written confirmation or the Right has not otherwise expired, then this Contract will terminate and the Deposit will be refunded to the Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. (e) If the non-selling Member does not elect Association or a member timely exercises its or their Right, this Contract will terminate and the Deposit will be refunded to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein Buyer (including, without limitation, Section 8.5 hereofunless this Contract provides otherwise), upon such sale of the Offered Interest thereby releasing Buyer and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created Seller from all further obligations under this Section 8.2Contract, and Seller will pay to Broker the Selling Member may not thereafter transfer full commission at Closing in recognition that Xxxxxx procured the Offered Interest, without again complying with the provisions of this Section 8.2sale.

Right of First Refusal. If Notwithstanding Section 8.1, a Member receives a bona fide offer may transfer all or any part of the Member's interest in the Company (“Offer”the "Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member (“Selling Member”) proposes to accept, whether or not solicited, is prepared to sell or otherwise dispose the Interest (the "Offer"). 8.2.2 For a period of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the 30 days after receipt of the Offer together with Notice, the principal terms and conditions Members may acquire all, but not less than all, of the sale, including Interest at the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to under the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer. If the price contained other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer shall consist (in whole or in part) of consideration other than cashOffer; provided, payable at however, that the closing thereof or at a later date, will not be less than 45 days after the cash equivalent fair market value expiration of such other consideration shall be included in the price at which the Offered Interest may be so purchased30-day notice period. (b) The non8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-selling Member shall have sixty (60) days after day period following receipt of the notice Notice, then the Members will be deemed to elect have waived their right to purchase acquire the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Interest on the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated terms described in the Offer, and the non-selling transferring Member shall deliver may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the Selling Member contrary, should the full purchase sale to a third person be at a price against delivery of an instrument appropriately transferring or on terms that are more favorable to the Offered Interest sold thereby. (c) If purchaser than stated in the non-selling Member does not elect to purchase the Offered InterestOffer, then the Selling transferring Member may accept must reoffer the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and to the execution by remaining Members at that other price or other terms; provided, further, that if the transferee of this Agreement, sale to a third person is not closed within six months after the transferee shall become a Member expiration of the Company. However30-day period described above, if then the Selling Member does not sell the Offered Interest pursuant provisions of Section 8.2 will again apply to the Offer within ninety (90) days after Interest proposed to be sold or conveyed. 8.2.5 Notwithstanding the termination (by passage foregoing provisions of time or otherwise) Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the rights other Members of first refusal created under this the Company in accordance with the provisions of Section 8.2, the Selling acquiring Member may not thereafter transfer assign the Offered Interestright to acquire the Interests to a spouse, without again complying with lineal descendant, or an affiliated entity if the provisions assignment is reasonably believed to be necessary to continue the existence of this Section 8.2the Company as a limited liability company.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Optionee in accordance with the terms of this Agreement each of the Optionors and the Optionee (hereinafter each called the “Disposing Party”) hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Assets which the Disposing Party desires to dispose of (hereinafter called, collectively, the “Holding”). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article “14” hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party’s interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Assets shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a Member receives a bona fide offer (“OfferROFR”) which the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7.) (a) The price at which After the Offered Interest may be purchased shall be the price contained Lock-In-Period, in the Offer. If event, or the price contained Investor (the "Selling Party") desires to transfer its shareholding in the Offer Company to a third party (the "Third Party"), the Selling Party shall consist (first offer its shares to the Investor by delivering a notice in whole writing to the Investor or whereby the Selling Party shall offer to sell its shares in part) of consideration other than cashthe Company to the Investor at a price, payable at the closing thereof or at a later date, the in cash equivalent fair market value of and on such other consideration terms and conditions set out therein (the "Sale Notice"). The Investor or shall be included have the right, exercisable by written notice, to purchase the Shares offered for sale by the Selling Party, in accordance with the terms set out in the price at which the Offered Interest may be so purchasedSale Notice within 60 (sixty) days. (b) The non-selling Member shall have sixty (60) days after If Investor or accepts the offer to purchase the offered Shares on the same conditions, then the Selling Party will be bound, upon receipt of the notice prescribed price, to elect transfer the offered Shares to purchase the Offered InterestInvestor or . The purchase transaction (unless otherwise agreed to with third-party purchasers) receipt by the Selling Party of the Price shall be consummated at a closing good discharge to be held at Investor or and after the principal executive offices name of Investor or has been entered in the Register of Members and any other corporate record of the Company, or at the validity of such other location as may proceedings shall not be agreed challenged by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyany Party. (c) If the non-selling Member does not elect Investor or refuses or fails to purchase the Offered Interest, then Shares offered by the Selling Member may accept Party under the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2Sale Notice, the Selling Member Party may sell his/its Shares to a third party at a price which shall not thereafter transfer be more favourable to such third party than the Offered Interestterms and conditions under the Sale Notice. Such sale to the third party shall be completed within a period of 60 (sixty) days from the refusal /failure of the Investor to purchase the Shares under the Sale Notice, without again complying with failing which a fresh offer shall need to be made by the provisions of this Section 8.2Selling Party to the Investor. (d) If a sale to the prospective purchaser is not concluded as per aforesaid sub Clauses, the entire ROFR process is to be repeated for subsequent sales.

Right of First Refusal. If a Member receives a bona fide offer Subject to the Placement Agent’s consummation of this Placement, beginning on the Closing Date of such Placement until the twelve (12)-month anniversary following the Closing Date (the “ROFR Period”), the Company grants the Placement Agent the right to provide investment banking services to the Company on an exclusive basis in all matters for which the following investment banking services are sought by the Company (such right, the “ROFR”), which right is exercisable in the Placement Agent’s sole discretion. For these purposes, investment banking services shall mean (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company (other than (i) in connection with private offerings of securities of the Company exclusively to investors located in the People’s Republic of China (“OfferPRC”) which and (ii) private placements exclusively with existing securityholders of the Member Company closed prior to the date hereof); and (“Selling Member”c) proposes to accept, whether acting as financial advisor in connection with any sale or not solicited, to sell or otherwise dispose of its entire Member Interest in other transfer by the Company, then directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the Selling Member capital stock or assets of the Company, and any merger or consolidation of the Company with another entity; provided, however, that this clause (c) shall furnish not be applicable to any transaction in which the Company proposes to acquire the equity interests or assets of any entity which is domiciled in the PRC. Within five (5) days after the Company’s decision to enter into any such transaction, the Company shall provide written notice to the non-selling Member Placement Agent, and the Placement Agent shall notify the Company of its intention to exercise the ROFR within fifteen (15) business days following receipt of such written notice from the Company. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon by the parties thereto, and indemnification of the receipt of Placement Agent which are appropriate to such transaction and shall be subject to general market conditions. If the Offer together with Placement Agent declines to exercise the principal ROFR or in the event the terms and conditions of proposed by the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as Placement Agent are unsatisfactory to the identity of Company, the real party in interest making the Offer. The non-selling Member, Company shall then have the right to purchase the Member Interest (“Offered Interest”) proposed retain any other person or persons to be sold by the Selling Member upon and subject to the provide such services on terms and conditions as set forth which are not more favorable to such other person or persons than the terms declined by the Placement Agent in this Section 8.2the first instance, or than the terms proposed by the Placement Agent in the second instance. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest ROFR granted hereunder may be purchased terminated by the Company for “Cause”, which shall be mean a material breach by the price contained in Placement Agent of this Agreement or a material failure by the OfferPlacement Agent to provide the services as contemplated by this Agreement. If The services provided by the price contained in Placement Agent hereunder are solely for the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt benefit of the notice Company and are not intended to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-confer any rights upon any persons or entities not a party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein hereto (including, without limitation, Section 8.5 hereof)securityholders, upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member employees or creditors of the Company. However) as against the Placement Agent or its directors, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2officers, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2agents and employees.

Right of First Refusal. At any time both prior to and after the exercise of the Option by the Purchaser in accordance with the terms of this Agreement each of the Vendors and the Purchaser (hereinafter each called the “Disposing Party”) hereby grants to the other Party a right of first refusal to acquire all or any portion of any interest herein or to any of the mineral property interests comprising the Property which the Disposing Party desires to dispose of (hereinafter called, collectively, the “Holding”). If a Member Disposing Party receives a bona fide offer (“Offer”) which to purchase from, or where a sale is solicited by the Member (“Selling Member”) proposes to acceptDisposing Party, whether then upon settling the proposed terms thereof with a third party for the purchase or not solicitedsale of the Holding, the Disposing Party shall forthwith offer to sell or otherwise dispose of its entire Member Interest in the Company, then Holding to the Selling Member shall furnish other Party. The offer to sell to the non-selling Member written notice Disposing Party (or Parties as the case may be) shall be on the same terms and conditions and of equivalent dollar value as those contained in the offer to the third party; provided, however, that should the Parties fail to agree upon a determination of the equivalent dollar value for any such offer, such equivalent dollar value shall be determined finally by arbitration under the provisions of Article “14” hereinbelow. The other Party shall be entitled to elect, by notice to the Disposing Party within 30 calendar days from the date of receipt of the Offer together with offer to sell, to acquire the principal Holding, on the same terms and conditions as those set forth in the offer to the third party. If the other Party does not exercise its right to acquire the Holding as aforesaid, the Disposing Party may, for a period of 60 calendar days following the last date upon which the other Party could have made the election hereinabove, dispose of the saleHolding, including but only on the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the same terms and conditions as set forth in this Section 8.2that offer. This Section 8.2 shall not apply Any transfer of all or any part of a Disposing Party’s interest herein or to any sale pursuant to of the procedures of Section 8.7. (a) The price at which mineral property interests comprising the Offered Interest may be purchased Property shall be accompanied by the price contained in written agreement of any such transferee to assume the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value obligations of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing Disposing Party hereunder and to be held at the principal executive offices of the Company, or at such other location as may be agreed bound by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyterms and conditions hereof. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If In the event that after the Restriction Termination Date, a Member receives proposes to transfer all or a portion of its interest in the Company to any third party, other than in accordance with Section 9.2(c) or (d), pursuant to a bona fide offer (“Offer”a "Selling Member"), such Selling Member will provide notice of such proposed transfer (including the identity of the proposed purchaser of such interest and the proposed terms thereof) (the "Transfer Notice"), at least fifteen (15) Business Days prior to the proposed transfer, to each other Member, whereupon each other Member shall have the right to purchase, at the same price and upon the same terms and conditions set forth in the Transfer Notice, a pro rata portion of such interest based upon such Member's portion of the Percentage Interests held by all Members other than the Selling Member. The purchase price shall be payable in cash. In the event that the Transfer Notice specifies the payment of consideration other than cash, the purchase price for purposes of this Section 9.2(a) shall be the cash equivalent of such consideration, determined by the Board in good faith. The Transfer Notice shall constitute an irrevocable offer by the Selling Member to sell to the other Members such interests at the price and on the terms as contained in such Transfer Notice. Each Member desiring to participate in such purchase shall provide the Selling Member and each other Member notice of its agreement to participate (the "Participation Notice") within ten (10) Business Days of receipt of the Transfer Notice specifying such participation and whether and the extent to which such Member wishes to acquire any remaining, unallocated portion of the proposed transfer (the "Unallocated Portion"). In the event that one or more of the other Members does not provide a timely Participation Notice, the Unallocated Portion shall be allocated in pro rata proportion to the Percentage Interest held by each of the Members who submits a Participation Notice to the extent of such Member's indicated willingness to acquire any Unallocated Portion as provided in such Members' Participation Notice. The Participation Notice shall be deemed to be an irrevocable commitment to purchase from the Selling Member at the price on the terms as contained in the Transfer Notice the amount of the interests that such Member specifies in the Participation Notice. In the event that the Members are not willing to purchase all of the interests offered pursuant to the Transfer Notice and the amount of interests which the Selling Member (“Selling Member”) proposes has offered to sell pursuant to the Transfer Notice less the amount of interests the Members are willing to accept, whether or not solicited, is less than the minimum amount of interests which the offeror is willing to sell or otherwise dispose of its entire Member Interest purchase pursuant to the bona fide offer described in the CompanyTransfer Notice, then the Members shall be deemed to have rejected the offer contained in the Transfer Notice in its entirety. In the event that the Members shall have accepted all or part of the interests offered pursuant to the Transfer Notice (and shall not have been deemed to have rejected the offer in its entirety as described in the immediately preceding sentence), then the Selling Member shall furnish sell to such Members such interests as have been accepted by such Members as specified in such Member's Participation Notice on the terms contained in the Transfer Notice. Any interests not sold to the non-selling Member written notice of Members pursuant to the receipt of preceding sentence may be sold to a third party, including the Offer together with the principal original offeror, at a price not lower than, and on such other terms and conditions not more favorable to such third party than, those contained in the original Transfer Notice, at any time within 180 days after the expiration of the sale, including offer required by this Section 9.2(a). In the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to event the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold interests are not transferred by the Selling Member upon and subject to the on such terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later dateduring such 180-day period, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions restrictions of this Section 8.29.2(a) shall again become applicable to any transfer of interests by the Selling Member.

Right of First Refusal. If a Member In the event that both (a) the Purchaser receives a bona fide offer from a third party (“Offer”the "Offeror") which to assign to the Member Offeror all of the Purchaser's right, title and interest in this Agreement (“Selling Member”the "Purchaser's Interest") proposes to acceptand (b) the Offeror will not, whether or not solicitedat the consummation of the proposed transfer, to sell or otherwise dispose also hold all of its entire Member Interest the Purchaser's right, title and interest in the CompanyNote, then the Selling Member shall furnish Purchaser hereby agrees to the non-selling Member give written notice of such offer (the receipt "Offer Notice") to the Secretary of the Offer together with Company setting forth the principal name of the Offeror, the consideration to be paid for the assignment and transfer of the Purchaser's Interest, and such other terms and conditions of the saleproposed transfer that the Purchaser deems, including in good faith, to be material. On receipt of the minimum price Offer Notice, the Company will have the exclusive right and option exercisable by providing written notice of acceptance (“Sale Price”the "Acceptance Notice") at which such interest is proposed to be sold, and any time during a statement as to period of fifteen (15) calendar days from the identity date of its receipt of the real party in interest making the Offer. The non-selling MemberOffer Notice, shall then have the right to purchase the Member Purchaser's Interest (“Offered Interest”) upon the same terms and conditions as proposed by the Offeror. If all or any portion of the proposed consideration for the Purchaser's Interest is other than cash, the Company may elect to pay the Purchaser the Fair Market Value of such consideration in cash. If the Company does not provide an Acceptance Notice within the time limit proscribed or if the Company provides written notice that it is declining the Offer Notice, then the Purchaser may transfer the Purchaser's Interest to the Offeror pursuant to the terms of the offer, after which the Offeror will be deemed to be sold by the Selling Member upon "Purchaser" under the terms of this Agreement and will hold the Purchaser's Interest subject to all of the terms and conditions as set forth in this Section 8.2hereof. This Section 8.2 shall not apply In the event that the Offeror fails to any sale pursuant to complete the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt purchase of the notice to elect to purchase the Offered Interest. The purchase transaction Purchaser's Interest within seventy (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (9070) days after the termination (by passage of time or otherwise) of Offer Notice, any subsequent offers for the rights of first refusal created under this Section 8.2, Purchaser's Interest must be made pursuant to the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms of this Section 8.2Agreement.

Right of First Refusal. If Unless a Transfer is permitted under Section 6.00, in the event that a Member receives desires to Transfer his or her Membership Interest to a bona fide offer third party during his or her lifetime (the “Offer”), the Member will first make an offer to sell his or her Membership Interest in the following manner: (a) which The Offer will be given to the Company and will consist of an offer to sell the entire Membership Interest owned by the Member (“Selling Member”) proposes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed wishing to be sold by Transfer his Membership Interest (the Selling “Transferring Member”). The Transferring Member upon and subject will attach a statement to the Offer, containing the name and address of the prospective purchaser, transferee, lienor or person wishing to acquire the Offered Interest and the terms thereof. The Company shall have the option to purchase the Offered Interest within thirty (30) days of receipt of the Transferring Member's written notice regarding the Offered Interest. The Company’s written notice of exercise shall be binding upon delivery and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7irrevocable. (ab) The price at which If the Company elects to purchase the Offered Interest may be purchased shall be owned by the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cashTransferring Member, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may will be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt sold will be the lesser of the notice Purchase Price as defined in Section 6.05 below, or the amount appearing in the statement attached to elect to purchase the Offered InterestOffer. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall Purchase Price will be consummated at a closing to be held at the principal executive offices of the Company, or at such other location paid as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated set forth in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebySection 6.06. (c) If the non-selling Member Company does not elect to purchase the Offered Interest, then the Selling Transferring Member may accept then make a bona fide Transfer to the Offer and, pursuant thereto, sell person or entity named in the statement attached to the Offer. The Transfer shall be made in strict accordance with the terms stated in the Offer. If the Transferring Member fails to make the Transfer within sixty (60) days following the expiration of the time within which the Company may elect to purchase the Offered Interest andunder this Section 6.01, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and will again become subject to all the execution by the transferee restrictions of this Agreement, the transferee shall become a Member . (d) The failure of the Company. However, if Company to deliver an exercise notice by the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) end of the option period described above shall constitute a waiver of the applicable rights of first refusal created offer under this Section 8.2, 6.01 with respect to the Selling Member may not thereafter transfer the Transfer of such Offered Interest, without again complying but shall not affect its respective rights with the provisions of this Section 8.2respect to any future Transfers.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which Except in the Member (“case where Section 7.6 shall apply, the other Shareholders shall have the irrevocable right, exercisable by written notice given to the Selling Member”) proposes to accept, whether or not solicitedShareholder within 30 days after the giving of the notice by the Selling Shareholder, to sell or otherwise dispose purchase all but not less than all of its entire Member Interest in the Company, then Shares of the Selling Member shall furnish to Shareholder or, if CIBC, MG Fund, WV or DVI has exercised its option set forth in Section 7.3, the non-selling Member written notice number of Shares of the receipt initial Selling Shareholder and of CIBC, MG Fund, WV and DVI which are the subject matter of the Offer together with (in either case, the principal terms and conditions of "Selling Shareholders Shares"), and, if provided for in the saleOffer, including indebtedness owed by the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as Corporation to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to Shareholder on the terms and conditions as and for the amount set forth in this Section 8.2the Offer by cash or certified cheque pro rata in proportion to their respective holdings of Shares (or in such other proportions as they may agree among themselves). This Section 8.2 shall not apply In the event that one or more of the Shareholders elects to any sale pursuant purchase his or its pro rata proportion of the Selling Shareholders Shares and, if applicable, indebtedness owed to the procedures Selling Shareholder and one or more of Section 8.7. (athe Shareholders declines to elect to so purchase, the Shareholder(s) The price at which electing to so purchase shall have the Offered Interest may be purchased shall be further right and option, exercisable by notice in writing within 5 days of being notified by the price contained in Selling Shareholder that one or more of the Offer. If Shareholders has declined to so purchase, to purchase the price contained remaining Selling Shareholders Shares and, if applicable, indebtedness owed to the Selling Shareholder on the same terms and conditions and for the amount set forth in the Offer shall consist by cash or certified cheque pro rata in proportion to their respective holdings of Shares of such Shareholders (in whole or in part) such other proportions as they may agree among themselves). The foregoing procedure shall be repeated as often as is necessary until either one or more of consideration other than cashthe Shareholders have elected to acquire all of the Selling Shareholders Shares and, payable at the closing thereof or at a later dateif applicable, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver indebtedness owed to the Selling Member Shareholder or until there remain Shares which no Shareholder has elected to purchase. Where one or more of the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Shareholders have elected to purchase the Offered Interest, then all of the Selling Member may accept Shareholders Shares, the Offer of the Shareholders so electing for the Shares and, if applicable, the indebtedness owe to the Selling Shareholder shall be completed in accordance with its terms. 22 18 If there shall remain Shares which no Shareholder has elected to purchase, notwithstanding that one or more Shareholders has elected to purchase Selling Shareholders Shares pursuant theretoto this Section 7.4, sell the Offered Interest right of any Shareholders to acquire the Selling Shareholders Shares and, notwithstanding anything if applicable, the indebtedness owed to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest Selling Shareholder shall be null and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with void and the provisions of this Section 8.27.5 shall apply.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which the Member (“Selling Member”) proposes 12.1 Except as provided in Section 11 and Section 12.13 hereof, should any Co-Owner desire to acceptassign, whether or not solicitedtransfer, to sell convey or otherwise dispose of (hereinafter collectively referred to as "Assign") its entire Member Interest rights, titles and interests in the CompanyEldorado System, then any Component of the Selling Member Eldorado System and/or in, to and under the System Agreements, or any part thereof or interest therein (hereinafter referred to as "Transfer Interest"), to any .person, company, corporation, governmental agency or any other Co- Owner (hereinafter referred to as "Outside Party"), the remaining Co- Owners, or any one or more of them, shall furnish have the right of first refusal, as hereinafter described, to purchase such Transfer Interest on the nonbasis of the greater of the following amounts: 12.1.1 The amount of a bona fide written offer from a buyer ready, willing and able to purchase the Transfer Interest after the expiration of the periods for giving notices specified in Sections 12.3 to 12.7, inclusive, hereof; or 12.1.2 The fair market value of the Transfer Interest. As used herein, the term "fair market value" is defined as the amount of money which a purchaser, willing but not obligated to buy the Transfer Interest, will pay to an owner, willing but not obligated to sell it, taking into consideration all of the uses to which the Transfer Interest is adapted and might in reason be applied. Such value need not be computed upon the basis of a cash sale, but may be computed on the basis of the terms offered in Section 12.1.1. 12.2 Such right of first refusal shall exist as of the effective date of this Co- Tenancy Agreement and shall continue for the term of this Co-selling Member Tenancy Agreement. 12.3 At least three (3) years prior to its intended date to Assign, and after its receipt of a bona fide written offer of the type described in Section 12.1 hereof, the Co-Owner desiring to Assign its Transfer Interest shall serve written notice of its intention to do so upon the receipt remaining Co-Owners. Such notice shall contain the approximate proposed date to Assign, the terms and conditions of said bona fide written offer received by such Co- Owner, and the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed assignment offer to be sold, and a statement as made to the identity of the real party in interest making the Offerremaining Co-Owners. The non-selling Member, terms and conditions contained in such notice shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject at least as favorable to the remaining Co-Owners as the terms and conditions of said bona fide written offer, or may be the same terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7said offer. 12.4 Each remaining Co-Owner shall signify its desire to purchase the entire Transfer Interest, or any percentage interest therein, or not purchase all or any percentage interest therein, by serving written notice of its intention upon the Co-Owner desiring to Assign and on the remaining Co-Owners within one hundred eighty (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60180) days after service of the written notice of intention to Assign given pursuant to Section 12.3 hereof. Failure by a Co-Owner to serve notice as provided within the time period specified in this Section 12.4 shall be conclusively deemed to be notice of its intention not to purchase any portion of the Transfer Interest. 12.5 If all or some of the remaining Co-Owners should signify their intention under Section 12.4 hereof to purchase in aggregate more than the entire Transfer Interest, the percentage interest of the Transfer Interest to be acquired by each such remaining Co-Owner shall be limited to the percentage determined by the formula set forth in Section 12.10.1 hereof. 12.6 If the remaining Co-Owners, or any one or more of them, should signify its or their intention under Section 12.4 hereof to purchase less than the entire Transfer Interest, the Co-Owner desiring to Assign its Transfer Interest shall serve written notice of this fact upon the remaining Co- Owners within ten (10) days actor its receipt of the notice last of the written notices given pursuant to elect Section 12.4 hereof, or after the expiration of the one hundred eighty (180) day period referred to in Section 12.4 hereof, whichever is earlier. 12.7 The one or more remaining Co-Owners who signify an intention to purchase less than the entire Transfer Interest may signify the intention to purchase the Offered remainder of the Transfer Interest by serving written notice of its or their intention to do so upon the Co-Owner desiring to Assign within thirty (30) days after the receipt of the written notice given pursuant to Section 12.6 hereof. 12.8 When intention to purchase the entire Transfer Interest has been indicated by written notices duly given hereunder by the applicable Co- Owner(s) desiring to purchase the Transfer Interest, the Co-Owners shall thereby incur the following obligations: 12.8.1 The Co-Owner desiring to Assign and the Co-Owner(s) desiring, to purchase the Transfer Interest shall be obligated to proceed in good faith and with diligence to obtain all required authorizations and approvals to Assign; 12.8.2 The Co-Owner desiring to Assign shall be obligated to obtain the release of any liens imposed by or through it upon any part of the Transfer Interest, and to Assign the Transfer Interest at the earliest practicable date thereafter; and 12.8.3 The Co-Owner(s) desiring to purchase the Transfer Interest shall be obligated to perform all terms and conditions required by it or them to complete the purchase of the Transfer Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) of the Transfer Interest shall be fully consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60thirty (30) days months following the date of upon which all written notices required to be given under this Section 12 have been duly served, unless the nonCo-selling Member’s election Owner(s) are then diligently pursuing applications to appropriate regulatory bodies (if any) for required authorizations to effect such assignment or are then diligently prosecuting or defending appeals from orders entered or authorizations issued in connection with such applications. 12.9 If the intention to purchase the Offered Interest. At entire Transfer Interest has not been indicated by written notices given within the closing, unless otherwise stipulated time periods specified in this Section 12 by the Offer, the nonCo-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (cOwner(s) If the non-selling Member does not elect desiring to purchase the Offered Transfer Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Co-Owner desiring to Assign shall be free to Assign all but not less than all of its Transfer Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale Outside Party that made the bona fide written offer of the Offered type described in Section 12.1.1 hereof upon the terms and conditions set forth in said bona fide written offer. If such assignment of the entire Transfer Interest and to the execution by Outside Party is not completed within eighteen (18) months after the transferee of this Agreementapproximate proposed date to Assign specified in the written notice given pursuant to Section 12.3 hereof, the transferee shall become a Member of the Company. HoweverCo-Owner desiring to Assign its Transfer Interest must, unless it is then diligently pursuing its applications to appropriate regulatory bodies (if the Selling Member does not sell the Offered Interest pursuant any) for required authorizations to the Offer within ninety (90) days after the termination (by passage of time effect such assignment, or otherwise) of the rights is then diligently prosecuting or defending appeals from orders entered or authorizations issued in connection with such applications, give another complete new right of first refusal created under this Section 8.2, to the Selling Member may not thereafter transfer the Offered Interest, without again complying with remaining Co-Owners pursuant to the provisions of this Section 8.212, before such Co-Owner shall be free to Assign a Transfer Interest to said Outside Party. 12.10 The Co-Owners who purchase the transfer Interest shall receive title to and shall own the Transfer Interest as tenants in common, subject to the same rights, duties and obligations as are applied to the Transfer Interest in the hands of the assigning Co-Owner, and shall acquire the Transfer Interest as follows: 12.10.1 Unless otherwise agreed to by the purchasing Co-Owner(s), if there is more than one purchasing Co-Owner, the percentage interest of each such purchasing Co-Owner in each Component of the Eldorado System constituting a part of the Transfer Interest shall be determined separately for each Component of the Eldorado System by the following formula: T = (A/B) x C, where T = The percentage of the Transfer Interest to be purchased by each Co-Owner desiring to purchase. A = The then-existing undivided percentage ownership interest of such purchasing Co-Owner in the Component of the Eldorado System being purchased. B = The then-existing total undivided percentage ownership interest of all purchasing Co-Owners in the Component of the Eldorado System being purchased. C = The undivided percentage ownership interest of the assigning Co-Owner in the Component of the Eldorado System being purchased. 12.10.2 If there is only one purchasing Co-Owner, it shall acquire title to and own the entire Transfer Interest. 12.11 No assignment of a Transfer Interest, whether to another Co-Owner or to an Outside Party, shall relieve the assigning Co-Owner from full liability and financial responsibility for performance after any such assignment: 12.11.1 Of all obligations and duties incurred by such Co-Owner prior to such assignment under the terms and conditions of the System Agreements; and/or 12.11.2 Of all obligations and duties imposed and provided after such assignment upon such assigning Co-Owner under the terms and conditions of the System Agreements; unless and until the assignee shall agree in writing with the remaining Co- Owners to assume such obligations and duties; provided further, however, that such assigning Co-Owner shall not be relieved of any of its obligations and duties by an assignment under this Section 12 without the express prior written consent of all of the remaining Co-Owners. 12.12 Any transferee, successor or assignee, or any party who may succeed to the Transfer Interest pursuant to this Section 12 shall specifically agree in writing with the remaining Co-Owners at the time of such transfer or assignment that it will not transfer or Assign all or any portion of the Transfer Interest so acquired without complying with the terms, covenants and conditions of this Section 12. 12.13 A contract or an agreement between any two (2) or more of the Co- Owners or between any Co-Owner(s) and an Outside Party for the use of all or any portion of a Co-Owner's capacity entitlement in the Eldorado System or any Component of the Eldorado System which does not relieve such Co-Owner of any of the terms, covenants or conditions of the System Agreements shall not be subject to the terms, covenants or conditions set forth in this Section 12.

Right of First Refusal. Upon the terms and subject to the conditions of this Section 8(i), Contributor grants the Original Shareholders a right of first refusal with respect to any sale or other disposition for value by Contributor (a "Transfer") of any Equity Interest. (i) If Contributor desires to effect a Member receives Transfer of some or all of its Equity Interest pursuant to a bona fide offer (“an "Offer”") which the Member from any person or entity (“Selling Member”) proposes to acceptan "Offeror"), whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Contributor shall furnish to the non-selling Member give written notice of the receipt such Offer (a "First Refusal Notice") to each of the Original Shareholders. The First Refusal Notice shall specify the number or amount of securities comprising the Equity Interest proposed to be transferred pursuant to such Offer together with (the principal "First Refusal Interest"), the price proposed to be paid by the Offeror (the "Offer Price"), the identity of the Offeror and the other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldOffer, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in accompanied by a true and correct copy of the Offer. If any part of the price contained consideration proposed in the Offer shall consist (in whole or in part) consists of consideration property other than cash, payable at the closing thereof or at a later date, price proposed to be paid pursuant to such Offer shall be deemed to include the cash equivalent fair market value of such other non-cash consideration, as determined in good faith by the board of directors of Associated. If Contributor objects to the fair market value, as so determined, Contributor may require that Associated obtain a determination of the fair market value of such non-cash consideration pursuant to the procedures set forth in paragraph (v) of this Section 8(i), and such determination shall be included in the price at which the Offered Interest may be so purchasedfinal and binding on all parties. (bii) The non-selling Member Each Original Shareholder shall have sixty (60) days after receipt of the notice to elect option to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held First Refusal Interest at the principal executive offices Offer Price 29 and on such other terms as are set forth in the Offer, by giving notice to Contributor within thirty (30) days of receipt by such Original Shareholder of the CompanyFirst Refusal Notice (an Original Shareholder which gives such notice being referred to as an "Accepting Original Shareholder"), or at and by purchasing such other location as may be agreed by First Refusal Interest for the partiesOffer Price in cash, against delivery of the First Refusal Interest (with appropriate transfer documentation) free and clear of any Liens within sixty(60fifteen (15) days following the date expiration of such thirty (30) day period; provided, however, that if Accepting Original Shareholders elect in the aggregate to purchase more than 100% of the First Refusal Interest, then the portion of the First Refusal Interest which may be purchased by any Accepting Original Shareholder that has elected to purchase more than such Accepting Original Shareholder's Pro Rata Share (as defined below) of the First Refusal Interest shall be reduced (based on each such Accepting Original Shareholder's Pro Rata Share), but not below such Accepting Original Shareholder's Pro Rata Share; and provided, further, that the date for such purchase may be deferred solely to the extent necessary to obtain any governmental consents or approvals required to complete such purchase or, if applicable, to the extent necessary to complete the determination of the fair market value of any non-selling Member’s cash consideration proposed to be paid by the Offeror, as provided in paragraph (i) above. For purposes of this paragraph (ii) of this Section 8(i), an Accepting Original Shareholder's "Pro Rata Share" shall be the percentage which such Accepting Original Shareholder's ownership interest in Associated represents of the ownership interest in Associated of all Accepting Original Shareholders. (iii) If the Original Shareholders do not give timely notice of their election to purchase the Offered entire First Refusal Interest. At , or if such notice is timely given but the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Accepting Original Shareholders fail to purchase the Offered entire First Refusal Interest within the applicable time period specified in this Section 8(i), then Contributor may, within the 90-day period immediately following the expiration of the period during which the Original Shareholders may give notice of such election, or, if applicable, within the 90-day period immediately following such failure to purchase the entire First Refusal Interest, then transfer the Selling Member may accept First Refusal Interest to the Offeror at a price not less than the Offer and, pursuant thereto, sell Price and on the Offered Interest and, notwithstanding anything same terms and subject to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of same conditions as were set forth in the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the CompanyFirst Refusal Notice. However, if the Selling Member If Contributor does not sell the Offered complete such Transfer within such 90-day period, no subsequent Transfer of all or any part of its Equity 30 Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, be made without again complying with this Section 8(i), it being understood and agreed that the provisions retention by Contributor of a security interest in some or part of the First Refusal Interest which is transferred shall not mean that such Transfer has not been completed. (iv) If Contributor fails to comply with this Section 8(i) with respect to all or any part of its Equity Interest (including without limitation any beneficial interest therein), any attempted or purported Transfer thereof shall be void and of no force or effect. (v) The fair market value of any non-cash consideration or property the value of which is to be determined pursuant to the last sentence of paragraph (i) of this Section 8.28(i) shall be determined in accordance with the following procedure: Contributor and Associated shall each select a nationally recognized appraiser, which shall determine the valuation or other issue in question. If the higher of the two original appraisal values is not more than ten percent (10%) above the lower appraisal value, the value in question shall be the value agreed upon by the two original appraisers or, in the absence of such an agreement, the value in question shall be the average of the two original appraisal values. If the higher of the two original appraisal values is more than ten percent (10%) above the lower appraisal value, the two appraisers shall select a third nationally recognized appraiser who shall determine a value which shall be at least equal to the lower appraisal value and whose determination of the value in question shall be final and binding on all parties. All costs and expenses relating to any appraisal or review conducted under this paragraph shall be borne by Associated. (vi) This Section 8(i) shall not apply to the sale by Contributor in the public market of Contributor Registrable Securities registered under the Securities Act or pursuant to Rule 144 under the Securities Act.

Right of First Refusal. If No Shareholder (a Member receives "Selling Shareholder") shall dispose of any of its Shares without first delivering, in writing, to each of the other Shareholders (the "Non-Selling Shareholders") notice of such intended disposition (the "First Notice"), including a bona fide offer summary of the terms and conditions thereof (“the "Section 4 Offer”"). The Non-Selling Shareholders shall have the right and option, which shall be non-assignable, to purchase, at the price and on the terms and conditions provided in the Section 4 Offer, all (but not less than all) of the Shares to which the Member Section 4 Offer relates (“the "Offered Shares"), in proportion to their then current holdings of shares of the Corporation, or in such other proportion as the Non-Selling Member”Shareholders may agree. If either or both of the Non-Selling Shareholders desire to exercise their option, they shall deliver a notice (the "Second Notice") proposes to accept, whether or not solicited, that effect to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish Shareholder and to the nonother Non-selling Member written notice of Selling Shareholder within twenty (20) days after the receipt of the Offer together with Section 4 Offer. In the principal terms and conditions event that one of the saleNon-Selling Shareholders gives a timely Second Notice and other Non-Selling Shareholder does not, including then the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The nonelecting Non-selling Member, Selling Shareholder shall then have the right to purchase the Member Interest remaining Offered Shares by giving notice (“Offered Interest”the "THIRD NOTICE") proposed to be sold by the first Non-Selling Shareholder and to the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. Shareholder no later than ten (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (6010) days after receipt the expiration of the notice time by which Second Notices were to have been delivered, and if such Non-Selling Shareholder fails to timely send a Third Notice electing to purchase all of the Offered Shares, then the Non-Selling Shareholders shall be deemed to have elected not to purchase any of the Offered Shares. The Selling Shareholder and the Non-Selling Shareholders who elect to purchase the Offered Interest. The purchase transaction Shares shall agree upon a date, not later than twenty (unless otherwise agreed to with third-party purchasers20) days from the service of the Second Notice (or Third Notice, if applicable), on which the Closing shall be consummated at a closing to be held at in accordance with Section 8 hereof. In the principal executive offices event that the Non-Selling Shareholders do not give timely notice of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date exercise of the non-selling Member’s election their option to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale all of the Offered Interest and the execution by the transferee of this AgreementShares, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer then within ninety (90) days after from the expiration or termination (of such option period, the Offered Shares may be sold by passage of time or otherwise) the Selling Shareholder to a third party; provided that the sale is made pursuant to the terms of the rights Section 4 Offer included in the First Notice and provided that such third party purchaser executes and delivers to each of first refusal created under the Non-Selling Shareholders executed counterparts of this Section 8.2agreement (substituting the name of such third party purchaser in place of each reference herein to the Selling Shareholder). If for any reason no such transfer occurs within such ninety (90) day period, the Selling Member may not thereafter transfer Offered Shares shall remain subject to this Agreement, and any subsequent disposition of the Offered Interest, without again complying Shares must be made in accordance with the provisions of this Section 8.2hereof.

Right of First Refusal. If Each Seller covenants and agrees that he or she shall not, directly or indirectly, transfer, assign, convey, sell, subject to any Lien or otherwise transfer, whether or not by operation of Law (each, a “Transfer”), any of the TSC Stock to any other Person, except (i) with Buyer’s prior written consent, (ii) as provided in this Section 5.6, (iii) to any Family Member receives of such Seller or (iv) bona fide Transfers for value in which the consideration paid for such TSC Stock is not in excess of $25,000 in the aggregate for all such Transfers within the prior twelve (12) months, provided that the restrictions contained in this Agreement will continue to apply to such TSC Stock after any Transfer pursuant to clauses (i), (ii), (iii) or (iv) above and each transferee of such TSC Stock shall agree in writing, prior to and as a condition to the effectiveness of such Transfer, to be bound by the provisions of this Agreement, without modification or condition, subject only to the consummation of the Transfer. Upon any Transfer of TSC Stock pursuant to clause (i), (ii), (iii) or (iv) of the immediately preceding sentence, the transferor will deliver a written notice to BFPC and the parties to this Agreement, which notice will disclose in reasonable detail the identity of such transferee(s) and shall include an original counterpart of the agreement of such transferee(s) to be bound by this Agreement in form and substance satisfactory to Buyer. In the event that any Seller has received a bona fide offer from a non-Affiliated Person (the “OfferProposed Transferee”) which the Member (“Selling Member”) proposes to acceptto, directly or indirectly, assign, convey or otherwise transfer, whether or not solicitedby operation of Law, to the Proposed Transferee any of the TSC Stock (the “Offered TSC Stock”) solely for cash fully payable at closing (any such offer, a “Qualifying Offer”), and such Seller desires to accept such Qualifying Offer, such Seller shall give prompt written notice to such effect (the “First Refusal Notice”) to Buyer. The First Refusal Notice shall specify such Seller’s bona fide desire to sell the Offered TSC Stock to the Proposed Transferee pursuant to the Qualifying Offer, the identity of the Proposed Transferee, the number of shares constituting the Offered TSC Stock, the proposed price per share of Offered TSC Stock and any other terms and conditions of such proposed transaction. The First Refusal Notice shall constitute a non-rescindable offer by such Seller to Buyer to sell any or all of the Offered TSC Stock on the price and terms and conditions set forth in the First Refusal Notice. Buyer, if it desires to accept such offer, shall, within 20 days after receiving the First Refusal Notice, give such Seller written notice to such effect, specifying whether it desires to purchase all or a portion of the Offered TSC Stock (the “Acceptance Notice”). If (a) Buyer does not give to the relevant Seller the Acceptance Notice within such 20-day period or (b) the Acceptance Notice relates to a portion but not all of the Offered TSC Stock, then, at any time within 20 days following the expiration of the time period for the giving of the Acceptance Notice, such Seller may assign, convey, sell or otherwise dispose of its entire Member Interest transfer, in the Companycase of clause (a) of this Section 5.6, then the Selling Member shall furnish Offered TSC Stock, and in the case of clause (b) of this Section 5.6, the portion of the Offered TSC Stock not covered by the Acceptance Notice, to the nonProposed Transferee but only on such terms and conditions that are no more favorable to the Proposed Transferee than the terms included in the First Refusal Notice and only at a price that is equal to or higher than the price stated in the First Refusal Notice, provided that such right of such Seller to assign, convey, sell or otherwise transfer the Offered TSC Stock (or a portion thereof) shall expire at the end of such 20-selling Member written notice day period and the restrictions set forth in this Section 5.6 shall apply to any such future assignment, conveyance, sale or other transfer. In the event that Buyer gives the relevant Seller an Acceptance Notice, then, on such business day as Buyer shall set forth in the Acceptance Notice, which shall be not less than five days nor more than 20 days after the giving of the receipt Acceptance Notice, Buyer shall purchase from such Seller, and such Seller shall sell to Buyer (or its designee), the Offered TSC Stock (or the portion thereof as specified in the Acceptance Notice), free and clear of all Liens for the Offer together with price stated in the principal First Refusal Notice and upon the other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7First Refusal Notice. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”) which Until such time as the Member (“Selling Member”) proposes to acceptPurchaser has no right, whether obligation or not solicitedliability under the Warrant, to sell the Guaranty or otherwise dispose the Note, upon any offer, sale or issuance, for cash or other property, of its entire Member Interest in subordinated indebtedness of the Company, then the Selling Member Purchaser shall furnish to the non-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to subscribe to and purchase such notes and evidences of subordinated indebtedness (the Member Interest (“Offered Interest”"New Indebtedness") proposed to be sold by the Selling Member upon at a price and subject to the on such other terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant are no less favorable to the procedures of Section 8.7. (a) The price at Purchaser than those on which the Offered Interest may New Indebtedness will be purchased offered, sold or issued to other persons. The Purchaser shall have the option to purchase up to such portion of the New Indebtedness as shall be equal to the Purchaser's pro rata investment in the Company of the entire amount of investments made in the Company by the Purchaser at such date. The Company shall give written notice to the Purchaser of any and each opportunity for exercise of its rights under this Article XI, setting forth the price contained of such New Indebtedness and the amount of such New Indebtedness that the Purchaser is entitled to purchase. Such notice shall be delivered to the Purchaser at the address then shown in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices records of the Company, or and the Purchaser may exercise its rights to purchase such New Indebtedness by written notice thereof delivered to the Company at such other location as may be agreed by the parties, within sixty(60) its principal office not later than 10 business days following the date on which notice of such rights was received by the non-selling Member’s election to purchase Purchaser. In the Offered Interest. At event the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member Purchaser does not elect to purchase the Offered Interestoffered New Indebtedness, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale any other Affiliate of the Offered Interest Purchaser that is a wholly owned subsidiary of Conseco, Inc. shall be given notice thereof and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant have five business days thereafter to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2elect to purchase such unpurchased allotment.

Right of First Refusal. If a Member receives a bona fide offer (“Offer”a) which Subject to Section 6.10 hereof, at any time following the Member (“Selling Member”) proposes Effective Date, any Limited Partner desiring to accept, whether Dispose of all or not solicited, to sell or otherwise dispose any part of its entire Member Interest in to any Person other than an Affiliate (the Company"Disposing Partner") shall first have received a written offer from the prospective purchaser, then the Selling Member shall furnish and, as a condition precedent to the non-selling Member written notice its right to Dispose of the receipt Interest, the Disposing Partner shall notify the General Partner and the other Limited Partners of its intention to Dispose of all or a specified part of its Interest. The notice shall be in writing setting forth in detail the name of the Offer together with prospective purchaser and the principal terms and conditions of the sale, including proposed Disposition (the minimum "Sale Notice") and shall offer to Dispose of such Partner's Interest at the same price and on the same terms and conditions (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer"Third Party Terms"). The non-selling MemberPartners and their designated Affiliates (each an "Offeree Partner"), shall then have the right to purchase the Member Interest on the Third Party Terms within thirty (“Offered Interest”30) proposed days after the delivery of the Sale Notice to be sold the Partnership (the "Notice Period"). In the event the Offeree Partners do not elect to purchase the Interest offered by the Selling Member upon and Disposing Partner on the Third Party Terms, then the Disposing Partner shall be free to Dispose of the Interest in accordance with the terms set out in the Sale Notice, subject to the other terms and conditions as set forth in of this Agreement, including Section 8.2. This Section 8.2 6.04 hereof, which shall not apply to any sale pursuant to transferee. If such Disposition does not occur within thirty (30) days after termination of the procedures of Section 8.7. (a) The price at which Notice Period, the Offered Interest may be purchased Disposing Partner shall be required to again comply with all the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) provisions of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedthis Section 6.05. (b) The non-selling Member shall have sixty (60) days after receipt If any Third Party Terms contemplate that all or any part of the notice to elect to purchase price for the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) proposed Disposition of an Interest will be paid in any form other than cash, the fair market value of the offer shall be consummated an amount (in U.S. dollars) determined as follows: (i) cash payable at a closing to shall be held valued at the principal executive offices amount thereof in U.S. dollars, (ii) a security trading on a public market and for which published trading prices are readily available shall be valued at its closing sales price (or if a sales price is not available at the average of its closing bid and asked prices) on the Company, or at such other location as may be agreed by the parties, within sixty(60) days following last Business Day preceding the date of the non-selling Member’s election offer with respect to purchase such offer, and (iii) a security not described in clause (ii) or other property, including cash payable in one or more installments, shall be valued at its fair market value on the Offered Interestlast Business Day preceding the date of the offer, as determined by a majority vote of the Partners who are not Disposing Partners, which determination shall be binding upon the Partners for purposes of determining the fair market value of the offer. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect Disposing Partners, by majority vote, are unable or unwilling to purchase agree on the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale fair market value of the Offered Interest and the execution by the transferee of this Agreementoffer, the transferee General Partner shall become a Member select an independent appraiser to determine the fair market value of the Company. Howeveroffer, if which determination shall be binding upon the Selling Member does not sell Partners for purposes of determining the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) fair market value of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2offer.

Right of First Refusal. If (a) After the expiration of the Transfer Restriction Period (as defined in Article VII hereof) and subject to Section 1.2(c) hereof, in respect of a Member receives Share, a Management Stockholder (the "Selling Holder") may Transfer such Share to any Third Party (as defined in Article VII hereof), pursuant to a bona fide offer for consideration consisting of cash, securities, or a combination thereof (“an "Offer”"), provided that such Management Stockholder shall first give a right of first refusal to purchase such Share (the "Right of First Refusal") which to the Member Investor Group and, if and to the extent that the Investor Group fails to exercise such right, the Management Stockholder shall thereupon give the Right of First Refusal to the Company. (“b) In connection with any Offer, the Selling Member”) proposes Holder shall be deemed to accepthave offered his or her Shares, whether or not solicited, first to sell or otherwise dispose of its entire Member Interest in the Investor Group and second to the Company, then at the Selling Member shall furnish to same price and otherwise substantially upon the non-selling Member written notice of same terms as such Offer. If the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is consideration proposed to be soldpaid pursuant to such Offer consists in whole or in part of securities, and the cash equivalent value of such securities shall be determined by the Board of Directors in good faith, which determination shall be final. The Board of Directors shall deliver a statement as notice to the identity Selling Holder and the Investor Group setting forth such determination within 15 days after the Company shall have received the Offer Notice defined in Section 1.3(c). (c) The Selling Holder shall deliver a written notice (the "Offer Notice") to the Investor Group and the Company (i) setting forth the terms of any Offer, (ii) offering to the real party in interest making the Offer. The non-selling Member, shall then have Investor Group the right to purchase the Member Interest (“Offered Interest”) Shares proposed to be sold by pursuant to such Offer, and (iii) offering the Company the right to purchase such Shares if and to the extent that the Investor Group declines to exercise such right. Prior to the expiration of the 20-day period commencing on the date of the Selling Member upon Holder's notice, the Investor Group shall deliver a notice advising the Selling Holder and subject the Company whether or not and to what extent the Investor Group is exercising its Right of First Refusal. If the Investor Group fails to timely exercise the Right of First Refusal, the Company shall, prior to the expiration of the 30-day period commencing on the date of the Offer Notice, deliver a written notice advising the Selling Holder and the Investor Group whether or not the Company is exercising its Right of First Refusal. Notwithstanding anything to the contrary herein, the Investor Group may exercise the Right of First Refusal for a portion and not all of the Shares proposed to be sold pursuant to the Offer, provided that the Company exercises the Right of First Refusal as to the balance of such Shares. If both the Investor Group and the Company fail to timely exercise their respective Rights of First Refusal for a number of Shares which, in the aggregate, is equal to the total number of Shares proposed to be sold pursuant to the Offer, the Selling Holder may thereafter Transfer such Shares to the Third Party, but only pursuant to terms and conditions not less favorable to the Selling Holder than the terms of the Offer as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7Offer Notice. (ad) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice purchases of the Shares by the Investor Group or the Company pursuant to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) this Section 1.3 shall be consummated at a closing to be held take place at the principal executive offices of the Company, or at such other location as may be agreed by Company prior to the parties, within sixty(60) days following expiration of the 90-day period commencing on the date of the non-selling Member’s election to purchase the Offered InterestOffer Notice. At the such closing, unless otherwise stipulated the purchaser shall deliver a certified check or checks in the Offer, the non-selling Member shall deliver appropriate amount to the Selling Member the full purchase price Holder against delivery of an instrument appropriately transferring certificates representing the Offered Interest sold thereby.Shares so purchased, duly endorsed in blank by the person or persons in whose name the stock certificate is registered or accompanied by a duly executed stock assignment separate from the certificate with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or of the National Association of Securities Dealers, Inc. (ce) If At the non-selling Member does Investor Group's election, the Investor Group's Right of First Refusal may be exercised by the Investor Group Holders in such proportion as the Investor Group shall direct; provided, however, that, if the Investor Group shall not elect to purchase the Offered Interestso direct in its exercise notice, then the Investor Group's Right of First Refusal shall be deemed to have been exercised such that each Investor Group Holder will acquire from the Selling Member may accept Holder a number of Shares equal to (i) the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything number of Shares subject to the contrary contained herein Investor Group's Right of First Refusal multiplied by (includingii) a fraction, without limitation, Section 8.5 hereof), upon the numerator of which is the number of Shares owned by such sale of the Offered Interest Investor Group Holder and the execution denominator of which is the total number of Shares owned by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2all Investor Group Holders.

Right of First Refusal. (a) If a Member receives (the “Transferring Member”) shall desire to transfer all or any portion of its interest as a Member of the Company (the “Offered Membership Interest”) to any Person other than a Permitted Transferee or pursuant to a transaction that has been approved by all of the other Members pursuant to clause (e) of Section 12.1, pursuant to a bona fide written offer (a “Third-Party Offer”) for the purchase of such interest in exchange for a cash price payable entirely at closing, the Transferring Member shall deliver written notice (the “Offer Notice”) to each other Member (the “Offeree Members”) setting forth the Participating Percentage that the Transferring Member desires to transfer and a copy of the Third-Party Offer. The Offer Notice shall constitute an offer (the “Offer”) which by the Transferring Member (“Selling Member”) proposes to accept, whether or not solicited, the Offeree Members to sell or otherwise dispose of its entire Member purchase the Offered Membership Interest in exchange for the Company, then price and on the Selling Member shall furnish to terms set forth in the nonThird-selling Member written notice of the receipt of the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Party Offer. The non-selling Member, Offeree Members shall then have the right right, for a period of thirty (30) days after the Offer Notice is delivered, to purchase accept the Member Interest (“Offered Interest”) proposed Offer in proportion to be sold their Participating Percentages or in such other proportion as they may agree upon. The Offeree Members shall accept the Offer, if at all, by the Selling Member upon and subject delivering of written notice setting forth such acceptance to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to Transferring Member within the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased30-day period described above. (b) The non-selling Member If the Offeree Members, in the aggregate, accept the Offer with respect to the entire Offered Membership Interest, the purchase and sale of the Offered Membership Interest shall have close not later than sixty (60) days after receipt following the expiration of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third30-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interestday period described in Section 12.3(a). At the closing, unless otherwise stipulated in the Offer, the non-selling Transferring Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept those Offeree Members accepting the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale an assignment of the Offered Interest Membership Interest, free and clear of all liens and encumbrances. At the execution by the transferee of this Agreementclosing, the transferee shall become a Member of the Company. However, if the Selling Member does not sell Offeree Members purchasing the Offered Membership Interest pursuant shall pay to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.the

Right of First Refusal. If Subject to section 11.2 hereof, if a Member Partner (the “Offeree”) receives a an irrevocable bona fide written offer (a “Third Party Offer”) from any Person with whom the Offeree is dealing at Arm’s Length (a “Third Party Offeror”) to purchase all of the Purchased Securities then held by the Offeree and its Affiliates (the “Offered Securities”), for cash (or other acceptable alternative such as a certified cheque, a bank draft or a money order) and payable in full at closing of the transactions contemplated in the Third Party Offer, and if the Offeree wishes to accept the Third Party Offer, then the Offeree shall first offer to sell all such Offered Securities (the “Offer”) which to each of the Member other Partners and any of their Affiliates who own Purchased Securities (collectively referred to in this section 10.2 as the “Selling MemberNotified Parties” and each individually referred to in this section 10.2 as a “Notified Party”) proposes in accordance with the procedure set forth in this section 10.2. The Offer shall be sent to accepteach Notified Party and shall be open for acceptance by each Notified Party, whether or not solicited, to sell or otherwise dispose in respect of its entire Member Interest in Proportionate Share of Offered Securities, for fifteen (15) days (the Company, then the Selling Member shall furnish to the non-selling Member written notice of the “Offer Period”) from receipt of the Offer together by each Notified Party respectively. The Offer shall be sent in writing and be accompanied by a copy of the Third Party Offer and any related documents. The Offer shall indicate the name and address of the Third Party Offeror, a statement by the Offeree to the effect that it is dealing at Arm’s Length with the principal Third Party Offeror, the number and the description of the Offered Securities which each Notified Party may purchase pursuant to the Offer, the terms of payment, the price and the other terms and conditions of the saleOffer, including which shall be the minimum price same as those set forth in the Third Party Offer. Each Notified Party shall have the right to accept its Proportionate Share of the Offered Securities. A Notified Party shall be obliged by delivering a notice to the Offeree (the “Sale PriceNotice of Acceptance or Rejection”), with a copy to the Third Party Offeror within, but not after the expiration of, the Offer Period to either: – accept the Offer; or – reject the Offer. If such Notified Party does not accept the Offer in the manner set forth above, then that Notified Party shall be deemed to have rejected the Offer. If all the Notified Parties have accepted the Offer, then the Offeree shall sell, and shall cause its Affiliates who own Purchased Securities to sell, and each of the Notified Parties shall purchase its Proportionate Share of the Offered Securities in accordance with this Agreement and on the terms and conditions and for the cash consideration (or other acceptable alternative such as a certified cheque, a bank draft or a money order) set forth in the Offer. If, before the end of the Offer Period, one or more of the Notified Parties (but not all) shall have accepted the Offer, then the Offeree and its Affiliates who own Purchased Securities shall be required to offer to sell (the “Additional Offer”) at which such interest is proposed to be sold, and a statement as all of the unaccepted Offered Securities (the “Unaccepted Offered Securities”) to the identity of the real party in interest making Notified Parties who have accepted the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased Additional Offer shall be the price contained in the Offer. If the price contained in sent to each Notified Party having accepted the Offer shall consist (in whole or in part) of consideration other than casheach an “Accepting Notified Party” and, payable at the closing thereof or at a later datecollectively, the cash equivalent fair market value “Accepting Notified Parties” for the purposes of such other consideration this section 10.2) and shall be included in the price at which the Offered Interest may be so purchased. open for acceptance by each such Accepting Notified Party for seven (b) The non-selling Member shall have sixty (607) days after receipt of the Additional Offer (the “Additional Offer Period”). Each Accepting Notified Party shall have the right to purchase its Proportionate Share (calculated in light only of the Accepting Notified Parties) of the Unaccepted Offered Securities. Each Accepting Notified Party shall be obliged by delivering a written notice to elect the Offeree within, but not after the expiration of, the Additional Offer Period, to either: – accept the Additional Offer; or – reject the Additional Offer. If an Accepting Notified Party wishes to purchase more than its Proportionate Share of the Unaccepted Offered Securities, it shall set forth in its notice of acceptance of the Additional Offer the number of Unaccepted Offered Securities it agrees to purchase in addition to its Proportionate Share. If an Accepting Notified Party has not accepted the Additional Offer in the manner set forth above, then the Accepting Notified Party shall be deemed to have rejected the Additional Offer. If all the Accepting Notified Parties have accepted the Additional Offer: – the Offeree shall sell, and shall cause its Affiliates who own Purchased Securities to sell, and each Notified Party having accepted the Offer shall purchase its Proportionate Share of the Offered Interest. The purchase transaction Securities in accordance with this Agreement and on the terms and conditions and for the cash consideration (unless otherwise agreed to with third-party purchasersor other acceptable alternative such as a certified cheque, a bank draft or a money order) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated set forth in the Offer; and – the Offeree shall sell, and shall cause its Affiliates who own Purchased Securities to sell, and each Accepting Notified Party having accepted the non-selling Member Additional Offer shall deliver to purchase its Proportionate Share (calculated only in light of the Selling Member Accepting Notified Parties) of the full purchase price against delivery Unaccepted Offered Securities in accordance with this Agreement and on the terms and conditions and for the cash consideration (or other acceptable alternative such as a certified cheque, a bank draft or a money order) set forth in the Offer. If some (but not all) of an instrument appropriately transferring the Offered Interest sold thereby. (c) If Accepting Notified Parties shall have accepted the non-selling Member does not elect to purchase the Offered InterestAdditional Offer, then the Selling Member may accept Unaccepted Offered Securities so rejected shall be granted to the Accepting Notified Parties who have indicated their wish to purchase Unaccepted Offered Securities in excess of their Proportionate Share and, if, as a result of such purchase, all Unaccepted Offered Securities are accepted: – the Offeree shall sell, and shall cause its Affiliates who own Purchased Securities to sell, and each Notified Party having accepted the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale shall purchase its Proportionate Share of the Offered Interest Securities in accordance with this Agreement and on the terms and conditions and for the cash consideration (or other acceptable alternative such as a certified cheque, a bank draft or a money order) set forth in the Offer; and – the Offeree shall sell, and shall cause its Affiliates who own Purchased Securities to sell, and each Accepting Notified Party having accepted the Additional Offer shall purchase its Proportionate Share (calculated only in light of the Accepting Notified Party having accepted the Additional Offer) of the Unaccepted Offered Securities and, as the case may be, the Additional Unaccepted Offered Securities granted in accordance with the foregoing subsection in accordance with this Agreement and on the terms and conditions and for the cash consideration (or other acceptable alternative such as a certified cheque, a bank draft or a money order) set forth in the Offer. Unless all the Offered Securities and the execution Unaccepted Offered Securities have been accepted in accordance with this section 10.2 by the transferee of this Agreement, Notified Parties and the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest Accepting Notified Parties pursuant to the Offer within or the Additional Offer, as the case may be, all the Notified Parties or the Accepting Notified Parties shall be deemed to have rejected the Offer or the Additional Offer, notwithstanding any notice to the contrary duly sent to the Third Party Offeror in accordance with this section 10.2, and the Offeree (a) shall be free, subject to section 11.1 hereof, to sell for a period of ninety (90) days commencing thirty one (31) days after the termination expiration of the Offer Period or the Additional Offer Period, as the case may be, all (by passage of time or otherwisebut not less than all) of the rights Offered Securities to the Third Party Offeror on terms and conditions not more favourable than as provided in the Offer, provided, however, that it shall be a condition precedent to the right of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer Offeree to sell the Offered InterestSecurities that the Third Party Offeror has executed a counterpart of this Agreement in accordance with section 18.5, and (b) shall forthwith send a notice of such proposed sale to all the other Partners. If no sale takes place within the said ninety (90) day period, then the Offeree shall not transfer its Units without again complying with following and being subject to the terms of this Article 10. The provisions of this Section 8.2section 10.2 shall not apply to any transfer of Units permitted by Article 14 hereof. If the Offeree is Labopharm, then Labopharm USA, Inc. covenants to sell its units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 10.2 and Labopharm Inc. covenants to sell its Shares pursuant to the terms of this section 10.2. If the Offeree is Amuchina, then Xxxxxxxx Pharmaceuticals, Inc. covenants to sell its units of Labopharm Pharmaceuticals, LLC as part of the Purchased Securities pursuant to the terms of this section 10.2.

Right of First Refusal. 11.1 Within five (5) years of the Completion, the Purchaser shall not sell, assign, transfer or transfer the related equity to a third party in other ways, before providing the Vendor and its attorney the right of first refusal. 11.2 If a Member receives a bona fide offer third party wants to officially and legally purchase the equity of the Purchaser’s (“OfferEquity Holder”) which company, the Member Purchaser shall notice the Vendor in writing (“Selling MemberNotice”), indicating: (a) the Equity Holder has the intention to sell or transfer the equity (“Equity”) proposes to accept, whether in other ways; (b) the name and the address of the potential purchaser or not solicitedtransferee (“Proposed Transferee”) of the Equity; (c) the transfer clause details of transferring the Equity; (d) the proposed consideration in cash or other forms of the Equity (“Proposed Consideration”); (e) the Equity Holder admits the Notice follows the first refusal clause of this Agreement, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish Equity to the non-selling Member written notice of Vendor or its assignee at the Proposed Consideration. 11.3 Within 30 days from the receipt of the Offer together Notice, the Vendor and/or its attorney shall notice the Equity Holder in writing whether purchase all (or part, with the principal terms and conditions consent of the Equity Holder) of the Equity for sale, transfer, or transfer to one or more specific Proposed Transferee in the Notice. 11.4 The Proposed Consideration of the Equity in this Clause is the consideration. If the Proposed Consideration includes non-cash portion, the board of directors of the Vendor shall fix a price, then converted to cash equivalent. 11.5 If the Equity in the Notice have not be purchased by the Vendor or its assignee, the Equity Holder has the right to sell, assign, transfer or transfer the Equity in other ways to the Proposed Transferee whom has been mentioned in the Notice at the Proposed Consideration or higher consideration, but the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be soldassignment, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, or transfer shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which be conduct within 120 days since the Offered Interest may be purchased Notice, (b) comply with all the related laws, and (c) each Proposed Transferee shall be agree in writing that this Clause will continue to apply to the price contained in the OfferEquity. If the price contained in Equity has not been transferred to the Offer shall consist (in whole or in part) of consideration other than cash, payable at Proposed Transferee within 120 days since the closing thereof or at a later dateNotice, the cash equivalent fair market value of such other consideration Equity Holder shall be included in give the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt Vendor a new notice of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under this Section 8.2, if the Selling Member may not thereafter Equity Holder wants to sell or transfer the Offered Interest, without again complying with the provisions of this Section 8.2Equity.

Right of First Refusal. If In the event that the Seller seeks or receives an offer or proposal (an "OFFER") from any third party regarding a Member receives a bona fide offer proposed acquisition of the business or assets comprising the Seller's Telenetics Microwave division, or any portion thereof (“Offer”) which the Member (“Selling Member”) proposes "MICROWAVE ASSETS"), the Seller shall, prior to accept, whether accepting such Offer or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member shall furnish entering into any definitive agreement with respect to the non-selling Member written notice Offer, notify Purchaser in writing of: (i) all of the receipt of the Offer together with the principal terms and conditions of such Offer; (ii) the sale, including Seller's bona fide intention of accepting the minimum price Offer on such terms and conditions; and (“Sale Price”iii) at which such interest is the Seller's agreement to enter into a proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the sale with Purchaser on terms and conditions as substantially similar to those set forth in this Section 8.2the Offer (a "NOTICE OF OFFER"). This Section 8.2 shall not apply Purchaser will have thirty (30) days from the receipt of such Notice of Offer (the "EXCLUSIVITY PERIOD") to any sale pursuant deliver written notice to the procedures Seller of Section 8.7. (a) The price at which Purchaser's acceptance of the Offered Interest may be purchased shall be Seller's offer to enter into an agreement with the price contained Seller providing for a purchase of the Microwave Assets on terms and conditions substantially similar to those set forth in the Offer. If Notice of Offer (a "NOTICE OF ACCEPTANCE"); provided, however, that to the price contained extent that the consideration being offered to the Seller in the Offer shall consist (in whole or in part) consists of consideration property other than cashcash or securities, payable at then Purchaser's acceptance shall, in lieu of such non-cash property or securities, provide for the closing thereof or at a later date, payment of other consideration to the cash Seller of substantially equivalent fair market value of such other consideration shall be included in value. During the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the OfferExclusivity Period, the non-selling Member Seller shall deliver use reasonable efforts to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect promptly make available on a confidential basis to purchase the Offered InterestPurchaser, then the Selling Member may accept the Offer andits attorneys, pursuant theretoaccountants and other professional advisors, sell the Offered Interest and, notwithstanding anything to the contrary contained herein such due diligence materials (including, without limitationlimitations, Section 8.5 hereof)the Seller's financial books and records, upon such sale of the Offered Interest customer information, business plans, technology, software source code, agreements and the execution employee information) as Purchaser shall reasonably request, which due diligence materials shall, at a minimum, include all materials made available by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant Seller to the Offer within ninety (90) days after third party or parties who made the termination (by passage of time or otherwise) of Offer. All such materials shall be subject to the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the confidentiality provisions of this Section 8.2.SECTION

Right of First Refusal. If (a) If, at anytime during the term of this sub-tenancy or any extended term granted by the Landlord, the Owner wishes to sell the Said Land or any part thereof, the Landlord shall cause and procure that the Owner shall first offer to sell the same to the Tenant at a Member receives a bona fide offer (“Offer”) price not higher than that which the Member Owner is willing to offer to any third party ["Offer Price"]. In the event the Tenant decides not to accept the offer within a period of fourteen (“Selling Member”14) proposes to acceptcalendar days from the xxxx of receipt of such offer, whether or not solicited, the Owner will be free to sell the same to any third party provided always that if the final agreed price ["Final Agreed Price] is lower than the Offer Price, the Landlord shall cause and procure that the Owner shall have to offer to sell the same on same terms and conditions (as given or otherwise dispose of its entire Member Interest offered by this third party) to the Tenant at the Final Agreed Price and in the Company, then event the Selling Member shall furnish to Tenant does not accept the non-selling Member written notice offer at the Final Agreed Price within fourteen (14) calendar days of the receipt of the Offer together with offer at the principal terms and conditions of Final Agreed Price, the sale, including the minimum price (“Sale Price”) at which such interest is proposed Owner will be free to be sold, and a statement as sell to the identity of third party at the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject Final Agreed Price without further notice to the terms and conditions as set forth in this Section 8.2/s/ Xx. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchasedXxx Xxx Xx /s/ Xxxx Xxxx Wai Tenant. (b) The non-selling Member For the avoidance of doubt, Clause 7.1 (a) shall have sixty (60) days after receipt not apply where the Said Land or any part thereof is to be sold, assigned or transferred to a subsidiary or holding company of the notice to elect to purchase Landlord or the Offered Interest. The purchase transaction Owner (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at as the principal executive offices of the Company, or at such other location as case may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebybe). (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If Except in the case of transfer of all ---------------------- or part of the Property and Buildings to a Member receives family member or related entity of the Lessor, or during the tenure of Xxxxxxx X. Xxxxxxxx as a Lessor, if Lessor or its successor shall receive any bona fide offer (“Offer”written or verbal) for the purchase of the Property and Buildings, which the Member (“Selling Member”) proposes offer Lessor shall be ready and willing to accept, whether or not solicitedthen Lessee shall have the first right to purchase the Property and Buildings at the same price, to sell or otherwise dispose of its entire Member Interest terms, and conditions as shall be contained in the Company, then the Selling Member such offer. Lessor shall furnish to the non-selling Member give Lessee written notice of the receipt price and all of the Offer together with the principal other terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in such offer; and Lessee shall have forty-five (45) days from and after the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value receipt of such other consideration shall be included notice from Lessor, in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held Property and Buildings at the principal executive offices same price and on the same terms and conditions as contained in such offer. Lessee may exercise this election to purchase the Property and Buildings by giving Lessor written notice thereof, within said forty-five (45) day period, and such notice by the Lessee shall create a binding purchase agreement between the parties hereto upon the price, terms1 and conditions of the Companyoffer. If Lessee shall elect not to purchase the Property or shall fail to give Lessor notice within the time provided for herein, or then Lessor may sell the Property but only at such other location as may be agreed the same price, terms and conditions specified in the notice Lessor gave to Lessee. If the Property and Buildings are not sold by the parties, Lessor within sixty(60forty-five (45) days following the date submission of the non-selling Member’s election offer to purchase the Offered Interest. At the closingLessee, unless otherwise stipulated Lessor shall resubmit that offer to Lessee, in the Offermanner provided herein, the non-selling Member shall deliver prior to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such making any subsequent sale of the Offered Interest Property and the execution by the transferee of Buildings. As used in this AgreementSection, the transferee words Lessee and Lessor shall become a Member of the Company. Howeverinclude any nominee, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time successor or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2assignee thereof.

Right of First Refusal. If Except for a Member receives a bona fide offer (“Offer”) which Permitted Sale, during the Member (“Selling Member”) proposes to acceptVoting Trust Period, whether Seller shall not, directly or not solicitedindirectly through an Affiliate, to sell enter into any agreement or otherwise dispose consummate any transaction or series of its entire Member Interest in the Company, then the Selling Member shall furnish transactions relating to the non-selling Member written notice sale, transfer, or disposition of the receipt Consideration Shares, with any Person or on the facilities of the Offer together TSX- V, other than the Purchaser (a "Third-Party Transaction") except in compliance with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.77.7. (a) The price If, at which any time during the Offered Interest may be purchased shall be Voting Trust Period, the price contained Seller either: (i) receives a bona fide written offer for a Third-Party Transaction that the Seller desires to accept (each, a "Third- Party Offer"); or (ii) desires to sell Consideration Shares on the facilities of the TSX-V, the Seller shall, within five (5) Business Days following receipt of the Third-Party Offer or decision, as applicable, notify the Purchaser in writing (the Offer. If the price contained in the "Offer shall consist (in whole or in partNotice") of consideration the identity of all proposed parties to such Third-Party Transaction, if applicable, and the material financial and other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value terms and conditions of such other consideration shall be included in Third-Party Offer (the price at which "Material Terms"). Each Offer Notice constitutes an offer made by the Offered Interest may be so purchasedSeller to enter into an agreement with the Purchaser on the same Material Terms of such Third-Party Offer (the "ROFR Offer"). (b) The non-selling Member shall have sixty At any time prior to the expiration of the ten (6010) days after Business Day period following the Purchaser's receipt of the Offer Notice (the "Exercise Period"), the Purchaser may accept the ROFR Offer by delivery to the Seller of a written notice to elect to purchase of acceptance containing the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the CompanyMaterial Terms, or at such other location as may be agreed executed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyPurchaser. (c) If If, by the nonexpiration of the Exercise Period, the Purchaser has not accepted the ROFR Offer, and provided that the Seller has complied with all of the provisions of Section 7.6 and this Section 7.7, at any time during the ten (10) Business Day period following the expiration of the Exercise Period, the Seller may consummate the Third-selling Member does not elect Party Transaction with the counterparty identified in the applicable Offer Notice, on Material Terms that are the same or more favourable to purchase the Offered Interest, then Seller as the Selling Member may accept Material Terms set forth in the Offer andNotice. If such Third-Party Transaction is not consummated within such ten (10) Business Day period, pursuant theretothe terms and conditions of this Section 7.7 will again apply, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by Seller shall not enter into any Third-Party Transaction during the transferee of this Agreement, ROFR Period without affording the transferee shall become a Member of Purchaser the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights right of first refusal created under this Section 8.2, on the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions terms and conditions of this Section 8.27.7. (d) For the avoidance of doubt, the terms and conditions of this Section 7.7 apply to each Third-Party Offer received by the Seller during the ROFR Period.

Right of First Refusal. If a Member At any time after the fifth anniversary of the Vesting Reference Date, if the Purchaser receives a bona fide offer an Offer (“Offer”as defined below) which the Member (“Selling Member”) proposes Purchaser wishes to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the Company, then the Selling Member Purchaser shall furnish to the non-selling Member written notice of the receipt of cause the Offer together with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, reduced to writing and a statement as shall notify the Company in writing of his wish to the identity of the real party in interest making accept the Offer. The non-selling MemberPurchaser's notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall then be accompanied by a true copy of the Offer (which shall identify the third party who has made the Offer (the "Offeror") or other proposed method of disposition). At any time within 30 days after the date of the receipt by the Company of the Purchaser's notice, the Company shall have the right and option to purchase purchase, or to arrange for a third party to purchase, all of the Member Interest (“Offered Interest”) proposed to be sold shares of Stock covered by the Selling Member upon Offer either (i) at the same price and subject to on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by a duly authorized compensation committee of, or representing, the Company's Board of Directors (the "Compensation Committee"), by delivering a certified bank check or checks in the appropriate amount to the Purchaser at the principal office of the Company against delivery of certificates or other instruments representing the shares of the Stock so purchased, appropriately endorsed by the Purchaser. If at the end of such 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth in this Section 8.2. This Section 8.2 shall above, the Purchaser may during the succeeding 60 day period sell not apply to any sale pursuant less than all of the shares of Stock covered by the Offer to the procedures Offeror or in the manner of Section 8.7. (a) The disposition identified at the time the Offer is delivered to the Company, as the case may be, at a price at which and on terms no less favorable to the Offered Interest may be purchased shall be the price Purchaser than those contained in the Offer. If Promptly after such sale, the price contained in Purchaser shall notify the Offer Company of the consummation thereof and shall consist (in whole or in part) furnish such evidence of consideration other than cashthe completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, payable at the closing thereof or at a later date, end of 60 days following the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt expiration of the notice to elect 30 day period for the Company to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Stock, the principal executive offices Purchaser has not completed the sale of such shares of the CompanyStock as aforesaid, all the restrictions on sale, transfer or at assignment contained in this Agreement shall again be in effect with respect to such other location as may be agreed by the parties, within sixty(60) days following the date shares of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold therebyStock. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.

Right of First Refusal. If At any time during the Term, as long as there etists no Lease Default at the time of exercise and on the Closing Date and this Lease is then in full force and effect and there exists no event or state of facts which constitutes, or with the passage of time and/or the giving of notice would constitute, a Member Lease Default, the Lessee shall have a "Right of First Refusal" subject to the following terms and condition: (a) if the Lessor receives a bona fide written offer to purchase the Leased Property from a Person which is not a member ofthe Leasing Group or an Affiliate of any member of the Leasing Group (“the "Offer”) which "), acceptable to Lessor in the Member (“Selling Member”) proposes to acceptLessor's sole and absolute discretion, whether or not solicitedand the Lessor elects, in the Lessor's sole and absolute discretion, to sell or otherwise dispose of its entire Member Interest the Leased Property in the Company, then the Selling Member shall furnish to the non-selling Member written notice of the receipt of the Offer together accordance with the principal terms and conditions of the sale, including the minimum price (“Sale Price”) at which such interest is proposed to be sold, and a statement as to the identity of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member Lessee shall have sixty thirty (6030) days after receipt of following the delivery ofthe notice ofthe Offer to Lessee to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at Leased Property on the principal executive offices of the Company, or at such other location same terms and conditions as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated specified in the Offer; (b) unless the Lessor receives notice from Lessee within such thirty (30) day period setting forth the Lessee's election ("Election Notice") to so purchase the Leased Property and unless thereafter the Lessee completes the acquisition of the Leased Property exactly as provided for, and by the date specified in the Offer (the "Closing Date"), the non-selling Member Lessor shall deliver be at liberty, and shall have the absolute and unconditional right to sell the Leased Property to any person within the next twelve (12) months substantially on the terms and conditions set forth in the Offer or on any other terrns and conditions more favorable to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. Lessor; and (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon any such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying consummated in accordance with the provisions of the foregoing clause (b) shall extinguish all rights granted to the Lessee under this Section 8.218.

Right of First Refusal. If a Member receives 4.1. If, following the Lock-Up Period, Nxxxxxx or Kxxxx (the “Selling Party”) wishes to sell or otherwise transfer all of such Party’s Restricted Shares (the “Offered Shares”) and shall obtain a bona fide offer (the “Third Party Offer”) from a non-Affiliated potential purchaser (the “Proposed Purchaser”) to purchase all such Offered Shares, then in such an event the Selling Party shall be required to first offer such Offered Shares to the other Party (the “Offeree”). The Selling Party shall send the Offeree a written offer (the “Offer”) in which the Member Selling Party shall specify the following information: (“i) the number of Offered Shares that the Selling Member”) Party proposes to accept, whether or not solicited, to sell or otherwise dispose transfer to the Proposed Purchaser, the identity of the Proposed Purchaser, the price and payment terms and the other terms and conditions contained in the Third Party Offer; (ii) a representation and warranty that the Offered Shares shall, upon their transfer, be free and clear of all pledges, debts, security interests and other third party interests (“Free and Clear”). For the avoidance of doubt, (a) a Party shall not be entitled to sell and transfer to a Proposed Purchaser part of its entire Member Interest Restricted Shares; and (b) no sale shall be done for consideration other than cash. 4.2. The Offer shall constitute an irrevocable offer made by the Selling Party to sell and transfer to the Offeree the Offered Shares, upon the terms specified in the Company, then Offer. 4.3. If the Offeree wishes to purchase all (but not a part) of the Offered Shares it shall notify in writing the Selling Member shall furnish to the non-selling Member written notice Party of the its intent within fourteen (14) days of receipt of the Offer together with (“Notice of Acceptance”) and the principal terms and conditions closing of such transaction shall take place within thirty (30) days of receipt of the sale, including Notice of Acceptance and the minimum price (“Sale Price”) at which such interest is proposed to Offered Shares shall be sold, sold and a statement as transferred to the identity Offeree Free and Clear against payment of the real party in interest making the Offer. The non-selling Member, shall then have the right to purchase the Member Interest (“Offered Interest”) proposed to be sold by the Selling Member upon and subject to the terms and conditions consideration as set forth in this Section 8.2. This Section 8.2 shall not apply to any sale pursuant to the procedures of Section 8.7. (a) The price at which the Offered Interest may be purchased shall be the price contained specified in the Offer 4.4. If the price contained Offeree declines to purchase all of the Offered Shares upon the terms specified in the Offer shall consist or does not respond to the Offer within fourteen (14) days of its receipt or if the Offeree fails to consummate the transaction within thirty (30) days of the Notice of Acceptance due to the Offeree’s fault, then in whole or in any of such events the Selling Party may sell all (but not a part) of consideration other than cashthe Offered Shares to the Proposed Purchaser, payable at the closing thereof or provided that such sale is consummated (i) in a bona fide transaction, (ii) at a later date, the cash equivalent fair market value of such other consideration shall be included price that is not lower than that specified in the price at which Offer and (iii) subject to payment terms that are no more favorable to the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated Proposed Purchaser than those specified in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer all within ninety (90) days after of the termination (by passage date of time or otherwise) the Offer and provided further that the Proposed Purchaser shall join this Agreement in writing and shall assume instead of the Selling Party, all of the rights and obligations of the Selling Party in its capacity as a shareholder of the Company in accordance with the terms of this Agreement. In the event that the sale to the Proposed Purchaser in the manner set forth above is not effected within said ninety (90) days, the right of first refusal created under described herein shall apply again. 4.5. A transfer of Control (as defined below) in any legal way in either Party shall be deemed for the purpose of this Section 8.2Agreement as a sale by such Party of all of its Restricted Shares and Sections 4 and 5 shall apply, mutatis mutandis. Each Party which is subject to such transfer of Control shall have the obligation to promptly notify the other Party of such event. Notwithstanding anything to the contrary, a transfer of interests in Kxxxx among its partners as of the date hereof shall not be deemed a transfer of Control. 4.6. Notwithstanding anything to the contrary in this Agreement, the Selling Member may not thereafter transfer rights of the Offered Interest, without again complying with Parties pursuant to the aforesaid provisions of this Section 8.24 and Section 5 below as well as the restriction under Section 2 above shall not apply with respect to a Permitted Transfer, provided that: (A) the transferee shall join this Agreement in writing and agree to be bound by the terms of this Agreement; and (B) the transferor shall continue to be bound by this Agreement and guarantee the performance by the transferee of its obligations under this Agreement.

Right of First Refusal. If In the event that Landlord should elect to sell all or any portion of the Premises during the Term, whether separately or as a Member receives part of a larger parcel of which the Premises may be a part, Tenant shall have the right of first refusal to meet any bona fide offer to purchase (“an "Offer”") which on the Member (“Selling Member”) proposes same terms and conditions as such Offer. If the Offer covers other property in addition to accept, whether or not solicited, to sell or otherwise dispose of its entire Member Interest in the CompanyPremises, then the Selling Member purchase price for the Premises or portion thereof shall furnish to be separately stated, and Tenant shall have the non-selling Member written notice right acquire the Premises or portion thereof without acquiring such other property. The Offer may, at Landlord's option, either be in the form of a (i) term sheet or letter of intent setting forth the receipt of the Offer together with the principal essential terms and conditions of the sale, including the minimum price proposed purchase and sale transaction (“Sale Price”"LOI"); or (ii) at which such interest is proposed to be sold, fully negotiated purchase and a statement as to the identity of the real party in interest making the Offersale agreement ("Agreement"). The non-selling Member, shall then have the right Tenant's election to purchase the Member Interest Premises or portion thereof shall be exercised by Tenant's delivery to Landlord of a notice of exercise, together with (“Offered Interest”a) proposed a purchase and sale agreement for the Premises or portion thereof on the same terms and conditions contained in the LOI if the Offer shall be in the form of the LOI; or (b) the Agreement signed by Tenant if the Offer shall be in the form of the Agreement and (c) any earnest money deposit required to be sold deposited pursuant to the termx xxx xonditions of the LOI or Agreement. Upon Tenant's failure to accept the Offer by delivery of the Selling Member upon and subject items referenced in the previous sentence within ten (10) days after Tenant's receipt of the Offer from Landlord, then Landlord shall be free to sell the Premises or portion thereof to such third party in accordance with the terms and conditions of the Offer. If Tenant does not exercise its right of first refusal as provided in this paragraph, and Landlord does not close on the same business terms and conditions contained in the Offer within one hundred eighty (180) days after the notice thereof to Tenant, then such transaction shall not take place and the requirements of this paragraph shall remain in full force and effect as to any future Offers. In furtherance of the foregoing, but not in limitation thereof, if the Offer is in the form of the LOI and the purchase and sale agreement entered (or to be entered into) between Landlord and the prospective purchaser is on business terms and conditions which are materially different than those set forth in the LOI, then such purchase and sale agreement shall constitute a new Offer which shall be subject to the provisions of this Section 8.2paragraph. The covenants of this paragraph are of a continuing nature and shall not be exhausted by one or more sales of the Premises. This Section 8.2 right of first refusal shall not apply to any sale pursuant to the procedures reorganization, merger, stock sales or transfers, membership transfers or sales of Section 8.7Landlord. (a) The price at which the Offered Interest may be purchased shall be the price contained in the Offer. If the price contained in the Offer shall consist (in whole or in part) of consideration other than cash, payable at the closing thereof or at a later date, the cash equivalent fair market value of such other consideration shall be included in the price at which the Offered Interest may be so purchased. (b) The non-selling Member shall have sixty (60) days after receipt of the notice to elect to purchase the Offered Interest. The purchase transaction (unless otherwise agreed to with third-party purchasers) shall be consummated at a closing to be held at the principal executive offices of the Company, or at such other location as may be agreed by the parties, within sixty(60) days following the date of the non-selling Member’s election to purchase the Offered Interest. At the closing, unless otherwise stipulated in the Offer, the non-selling Member shall deliver to the Selling Member the full purchase price against delivery of an instrument appropriately transferring the Offered Interest sold thereby. (c) If the non-selling Member does not elect to purchase the Offered Interest, then the Selling Member may accept the Offer and, pursuant thereto, sell the Offered Interest and, notwithstanding anything to the contrary contained herein (including, without limitation, Section 8.5 hereof), upon such sale of the Offered Interest and the execution by the transferee of this Agreement, the transferee shall become a Member of the Company. However, if the Selling Member does not sell the Offered Interest pursuant to the Offer within ninety (90) days after the termination (by passage of time or otherwise) of the rights of first refusal created under this Section 8.2, the Selling Member may not thereafter transfer the Offered Interest, without again complying with the provisions of this Section 8.2.