Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to If at any time any Stockholder receives from or otherwise negotiates with a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives Third Party a bona fide offer (a "Transfer Offer") to purchase any for cash, Cash Equivalents or all Marketable Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes other securities reasonably subject to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (valuation in the manner set forth belowin Section 3.03(b)(ii) at a price equal to below (for purposes of this Section 3.03, an "OFFER") any of the price contained inShares owned or held by such Stockholder, and upon the same terms and conditions as the terms and conditions contained insuch Stockholder intends to sell such Shares to such Third Party, such Stockholder (for purposes of this Section 3.03, the Transfer Offer "PROSPECTIVE SELLER") shall provide Getty Images and shall be accompanied by a true and complete copy each of the Transfer other Stockholders in the Group in which the Prospective Seller is not a member (for purposes of this Section 3.03, the "OTHER STOCKHOLDERS") written notice of such offer (for purposes of this Section 3.03, an "OFFER NOTICE"). The Offer (which Notice shall identify the OfferorThird Party making the Offer, the Transfer Securitiesnumber of Shares with respect to which the Prospective Seller has such an Offer (for purposes of this Section 3.03, the price contained in "OFFERED SHARES"), the Transfer Offer consideration per Share at which a sale is proposed to be made (for purposes of this Section 3.03, the "OFFER PRICE"), and the all other material terms and conditions of the Transfer Offer). At , including, without limitation, a description of any time within 30 days after the date non-cash consideration sufficiently detailed to permit valuation thereof, as well as a copy of the receipt by Offer, if available and permitted pursuant the Companyterms thereof. For avoidance of doubt, Vestar and Sheridan the Offer Price may be expressed as an amount correlated to the price of the Transfer Notice, publicly traded Common Stock determined as of a particular date or over a particular period. (i) The receipt of an Offer Notice by Getty Images and subject the Other Stockholders from a Prospective Seller shall constitute an offer by such Prospective Seller to Section 3.8(c), the Company, Vestar sell to Getty Images and Sheridan or any of their designated Affiliates shall have the right and option to purchase each Other Stockholder all (but not less than all) of the Transfer Securities covered Offered Shares at the Offer Price per Share in cash (subject to the valuation procedures set forth in Section 3.03(b)(ii) below if the Offer Price includes any non-cash consideration). Such offer shall be irrevocable for 10 days after receipt of such Offer Notice by Getty Images and each Other Stockholder. During such 10-day period, Getty Images and each Other Stockholder shall, subject to the Transfer Offer either priorities set forth in Section 3.03(b)(iii), have the right to accept such offer as to any or all of the Offered Shares by giving a written notice of acceptance (ifor purposes of this Section 3.03, a "NOTICE OF ACCEPTANCE") to the Prospective Seller prior to the expiration of such 10-day period (for purposes of this Section 3.03, Getty Images or any Other Stockholder so accepting such offer being an "ACCEPTING PARTY"). In the same consideration event that within five days prior to the expiration of such 10-day period the Prospective Seller shall not have received Notices of Acceptance for all of the Offered Shares, the Prospective Seller shall notify each Accepting Party of such fact and on shall provide each Accepting Party an opportunity to submit an additional Notice of Acceptance for any such remaining Offered Shares prior to the same terms expiration of such 10-day period. In the event that after the expiration of such 10-day period (as may be extended pursuant to Section 3.03(b)(ii)(B)) the Prospective Seller shall not have received Notices of Acceptance for all of the Offered Shares, the Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received and conditions as the Transfer Offer or to sell Shares in accordance with Section 3.03(d). (ii) if If the Transfer Offer Price specified in the Offer Notice includes any Cash Equivalents, Marketable Securities or other securities reasonably subject to valuation in the manner set forth below, such Offer Price shall be deemed to be the amount of any cash included in the Offer Price plus the value (as jointly determined by two nationally recognized investment banking firms, one of whom shall have been selected by Getty Images and other of whom shall have been selected by the Prospective Seller) of such non-cash consideration other than cash, then, at included in the sole option Offer Price. For this purpose: (A) the parties shall use their best efforts to cause any determination of the Company, Vestar, Sheridan, or value of any of their designated Affiliates, as applicable, at the equivalent all such non-cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to consideration included in the preceding sentence is exercised, on or prior Offer Price to the 60th day be made within three business days after the date of receipt by the Company, Vestar and Sheridan of the Transfer Offer Notice by Getty Images and the Company, Vestar, Sheridan or Other Stockholders. If the firms selected by Getty Images and the Prospective Seller are unable to agree upon the value of any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of within such 30three-day period,, the value of such non-cash consideration shall be deemed to be the average of the valuations determined by each investment bank; and (B) notwithstanding Section 3.03(b)(i), the date by which Getty Images and the Other Stockholders must exercise their rights of first refusal under this Section 3.03 shall be extended until three days after the determination of the value of such non-cash consideration. (iii) Getty Images and each Other Stockholder shall be entitled to accept such offer from the Prospective Seller in the following order of priority: FIRST, Getty Images shall be entitled to accept such offer for any or all of the Offered Shares; SECOND, if Getty Images shall not have accepted such offer for all the Offered Shares, each Other Stockholder shall be entitled to accept such offer for any or all of the remaining Offered Shares (PROVIDED, HOWEVER, that if Notices of Acceptance are received from Other Stockholders in respect of more than the number of remaining Offered Shares, each Other Stockholder shall be entitled to accept such offer for not more than the portion of the remaining Offered Shares determined on a pro rata basis based on the ratio of the number of Shares then owned by such Other Stockholder to the number of Shares then owned by all Other Stockholders who have submitted Notices of Acceptance); and THIRD, if Getty Images and one or more of the Other Stockholders have not accepted such offer for all the Offered Shares, each Other Stockholder shall then be entitled to accept such offer for not more than the portion of the remaining Offered Shares determined on a pro rata basis based on the ratio of the number of Offered Shares specified in such Other Stockholder's Notice of Acceptance in respect of which such Other Stockholder shall not be entitled to accept the Prospective Seller's offer as a result of the application of the proviso contained in clause SECOND above to the number of Offered Shares specified in all such Other Stockholders' Notices of Acceptance in respect of which such Other Stockholders shall not be entitled to accept the Prospective Seller's offer as a result of the application of the proviso contained in clause SECOND above (it being understood that each such Other Stockholder shall be entitled to indicate its interest in accepting more than its pro rata share of the remaining Offered Shares and to accept the Prospective Seller's offer with respect to (A) such additional Offered Shares if all the Offered Shares are not otherwise accepted pursuant to clauses FIRST, SECOND and THIRD or (B) such Offered Shares that remain unsold as described in Section 3.03(d)(ii) below). If Getty Images or any Other Stockholder so accepts the Prospective Seller's offer, such Accepting Party will purchase for cash from the Prospective Seller, and the Prospective Seller will sell to such Accepting Party, such number of Offered Shares as to which such Accepting Party shall have accepted the Prospective Seller's offer (which must total, as to all Accepting Parties, all of the Offered Shares). The price per Share to be paid by such Accepting Party shall be the Offer Price specified in the Offer Notice, payable in accordance with the terms of the Offer by the Prospective Seller specified in Section 3.03(b)(i) (or in cash if the Offer Price includes any non-cash consideration, subject to the valuation procedures set forth in Section 3.03(b)(ii)). The Notice of Acceptance shall specify (i) such Accepting Party's Acceptance of the Prospective Seller's offer and (ii) the number of Offered Shares to be purchased by such Accepting Party. If, collectively, the Accepting Parties shall not have accepted the Prospective Seller's offer as to all of the Offered Shares, the Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received and to sell Shares in accordance with Section 3.03(d). (c) The consummation of any such purchase by and sale to any Accepting Party shall take place on such date, not later than 20 days after receipt of the latest Notice of Acceptance timely received by the Prospective Seller, as such Accepting Party and the Prospective Seller shall select. Upon the consummation of such purchase and sale, the Prospective Seller shall, against delivery by the relevant Accepting Party of the Offer Price multiplied by the number of Shares being purchased by such Accepting Party, (i) deliver to the Accepting Party certificates evidencing the Offered Shares purchased and sold, duly endorsed in blank or accompanied by written instruments of transfer in form and substance satisfactory to such Accepting Party and duly executed by the Prospective Seller, and (ii) shall assign all its rights under this Agreement with respect to the Offered Shares purchased and sold pursuant to an instrument of assignment reasonably satisfactory to such Accepting Party. (d) In the event that: (i) Getty Images and each Other Stockholder shall have received an Offer Notice from a Prospective Seller but the Prospective Seller shall not have received from Getty Images and one or more Other Stockholders Notices of Acceptance as to all the Offered Shares prior to the expiration of the 10-day period following receipt of such Offer Notice (as may be extended pursuant to Section 3.03(b)(ii)(B)) or (ii) (x) an Accepting Party shall have given a Notice of Acceptance to the Prospective Seller but shall have failed to consummate, other than as a result of the fault of the Prospective Seller, a purchase of the Offered Shares with respect to which such Notice of Acceptance was given within 20 days after receipt of the Notice of Acceptance by the Prospective Seller and (y) one or more Other Stockholders shall not have indicated an interest upon any such failure to buy such Shares as provided in clause (B) of the parenthetical phrase following clause THIRD of Section 3.03(b)(iii) and shall not have indicated that they are prepared to purchase such Shares within five days of their receipt of a notice of such failure from the Prospective Seller and (z) Getty Images shall not have indicated an interest in purchasing such Shares as have not been purchased pursuant to the immediately preceding clause (y) and shall not have been prepared to purchase such Shares at the offer price originally specified in the Offer Notice relating to such Shares within five days of its receipt of a notice from the Prospective Seller that such Shares have not been purchased pursuant to the immediately preceding clause (y), such Prospective Seller shall have the right to reject any or all Notices of Acceptance theretofore received, and nothing in this Section 3.03 shall limit the right of the Prospective Seller to make thereafter a sale of the Offered Shares so long as all the Offered Shares that are sold or otherwise disposed of by the Prospective Seller (which number of Offered Shares shall be not less than the number of Offered Shares specified in such Offer Notice) are sold for cash or the Offer Consideration (A) within 90 days after the date of receipt of such Offer Notice by Getty Images and the Other Stockholders, (B) at an amount not less than the Offer Price included in such Offer Notice, (C) to the Third Party making the Offer and (D) in compliance with applicable securities laws. (e) In the event that Getty Images and the Other Stockholders shall have received an Offer Notice from a Prospective Seller but the Prospective Seller shall not have received Notices of Acceptance for all the Offered Shares prior to the expiration of the 10-day period following receipt of such Offer Notice by Getty Images and the Other Stockholders (as may be extended pursuant to Section 3.03(b)(ii)(B)) and such Prospective Seller shall not have sold the remaining Offered Shares before the expiration of the 90-day period in accordance with paragraph (d) above, then such Prospective Seller shall not give another Offer Notice for a period of 90 days from the last day of such 90-day period. (f) Anything in this Section 3.03 or in Section 3.02 to the contrary notwithstanding, the provisions of this Section 3.03 will not be applicable to any Sale or Encumbrance described in Sections 3.02(i), (iii) or (iv). (g) The provisions of Sections 2.01(e) and 2.01(d) and Article III shall terminate and be of no further force and effect with respect to either the Getty Group or the Torrance Group, as the case may be, on and after the date on which such Group collectively beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events); and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifQuotaholder of the Company hereby extends to the other Quotaholder a right of first refusal with respect to the sale of the Equity Quotas held by it or its Affiliates. The price of the Equity Quotas will be determined by an independent public accounting firm mutually agreed to by the Parties. Additionally, prior to a Qualified Public Offering, such Management Investor if at any time during the term hereof either Quotaholder or any of its Permitted Transferees respective Affiliates (the "OFFEROR PARTY") receives a bona fide offer from a third party (a "Transfer OfferTHIRD PARTY OFFEROR") to purchase any said Equity Quotas which offer is acceptable to the Offeror Party ("THIRD PARTY OFFER"), then the Offeror Party shall first offer to sell said Quotas to the other Quotaholder at the same price and an the same terms as have been offered by the Third Party Offeror. (b) In the event either Quotaholder receives an unsolicited offer from a third party or all Securities parties for the purchase of such Quotaholder's Equity Quotas, the Quotaholder receiving such offer will promptly inform the other Quotaholder of the name, business and address of the third party. (c) The Offeror Party's notice of the offer to the other Quotaholder shall set forth the name and address of the Third Party Offeror, the per quota price offered by the Third Party Offeror, the number of Equity Quotas to which the offer applies and the other terms of the Third Party Offer. (d) The Offeror Party's offer shall remain effective for acceptance by the other Quotaholder (the "Transfer SecuritiesACCEPTANCE PERIOD") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") for 45 days from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt Offeror Party's notice. During the Acceptance Period, the other Quotaholder may accept the offer to purchase all, and not only a part of, the Equity Quotas offered by the CompanyOfferor Party by giving written notice of such acceptance to the Offeror Party. (e) If the other Quotaholder rejects or fails to accept such offer, Vestar and Sheridan the Offeror Party shall, subject to the prior written consent of such other Quotaholder, which consent shall not be unreasonably withheld, have the right, exercisable not later than 90 days following the expiration of the Transfer NoticeAcceptance Period, to consummate the sale of the offered quotas to the Third Party Offeror at a price not lower than, and subject to Section 3.8(c), on terms not more favorable than the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsThird Party Offer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included Offeror Party does not consummate such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30sale within said 90-day period,, such offered Equity Quotas shall again be subject in all respects to the terms, conditions, and restrictions provided in this Section 8.4. (f) If the other Quotaholder agrees to purchase the offered Equity Quotas pursuant to this Section 8.4, the closing shall take place not later than thirty (30) days following the other Quotaholder's notice of acceptance. The time and place of the closing shall be mutually agreed.

Rights of First Refusal. (a) Each Management Investor Except as otherwise provided in Section 4.2, and their Permitted Transferees agree that if, prior to a Qualified Public Offeringthe exercise of any rights provided in Section 5.1, such Management in the event that an Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Additional Stockholder (the "Transfer Securities"“Offering Stockholder”), desires to sell all or a portion of his, her or its shares of Capital Stock (or any other securities of the Company) then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelypursuant to an Offer, the "Management Investor's Transfer Group") from any Person (Offering Stockholder shall give the "Offeror") which any member of Company the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained inrequired under Section 4.3, and upon thereafter the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by shares that are subject to the Transfer Offer either (ithe “Offered Shares”) for at the same consideration purchase price and on the same terms and conditions as set forth in the Transfer Offer and otherwise in accordance herewith (the “Company Option”). The Company shall exercise the Company Option by delivering written notice to the Offering Stockholder within fifteen (15) days (the “Company Option Period”) following receipt by the Company of the Offer Notice. (b) Except as otherwise provided in Sections 4.2 and 5.1, if the Company does not elect to exercise the Company Option within the Company Option Period, the Offering Stockholder, before he, she or it may sell the Offered Shares to the Offeror pursuant to the Offer, shall provide the Investors and Additional Stockholders with written notice thereof within ten (10) days immediately following the expiration of the Company Option Period, and the Investors and Additional Stockholders shall thereafter have the option (the “Investor Option”) to purchase all of the Offered Shares at the same purchase price and on the same terms and conditions as set forth in the Offer. To the extent the offering is oversubscribed it shall be divided pro rata according to the relative number of shares of Capital Stock (including Common Stock issuable upon exercise of any warrants or options) held by such Investor or Additional Stockholder. The Investor Option shall be exercisable by written notice from the Investor or Additional Stockholder to the Offering Stockholder within fifteen (15) days immediately following receipt by the Investor or Additional Stockholder of the notice that the Company did not exercise the Company Option. (c) If options to purchase all of the Offered Shares are not exercised pursuant to Sections 4.4(a) or 4.4(b) hereof, then any such purchase or option to purchase shall be null and void, and the Offering Stockholder shall be entitled to sell all, but not less than all, of the Offered Shares to the Offeror, but only on the exact terms contained in the Offer not more than sixty (60) days after the expiration of the last option period contemplated by Sections 4.4(a) or 4.4(b) hereof. If the Offering Stockholder does not sell the Offered Shares in strict compliance with this subsection (c), any other Disposition of shares by such Offering Stockholder must be made pursuant to a new bona fide offer and subject to the provisions of this Section 4.4. (d) The closing of any purchase and sale contemplated by Section 4.4(a) or 4.4(b) hereof shall take place at the principal offices of the Company on the tenth (10th) day after the Company or the Investor or Additional Stockholder who has exercised an Investor Option, as the case may be, has agreed to purchase all, but not less than all, of the Offered Shares pursuant to the provisions of this Section 4.4, or such other time and at such other place as agreed upon by the parties. If any of the aforesaid closing dates fall on a Saturday, Sunday or legal holiday, then such closing shall be held on the next succeeding business day. At the closing, the Offering Stockholder shall deliver in exchange for the purchase price due hereunder (i) certificates for the shares of Capital Stock (or other securities of the Company) being sold duly endorsed for transfer and with all applicable documentary and/or transfer stamps affixed, (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option request of the Board of Directors of the Company, Vestarthe Offering Stockholder’s (or its or his or her designee(s), Sheridan, or as the case may be) written resignation as a director and/or officer of the Company and any of their designated Affiliatesits affiliates, all effective as applicableof such closing, at and (iii) representations customary for transactions of this type, including but not limited to the equivalent following: that the Offering Stockholder owns the securities being sold free and clear of all cash priceliens, determined claims and encumbrances; that the Offering Stockholder has the right, power and authority to sell such securities in good faith by a majority accordance with the sale terms; that no consent of any third party is required to consummate such sale; that the members sale does not violate any agreement or restrictions applicable to the Offering Stockholder or the securities offered. (e) No Disposition pursuant to this Agreement shall have any force or effect until the transferee of such Capital Stock (or other securities of the Company's ) executes and delivers such documents, certificates, instruments and other agreements as may reasonably be requested by any Investor or Additional Stockholder or by counsel to the Company to assure compliance with applicable federal and state securities laws. Until such time, the Company shall not enter on its records the identity of any such transferee or otherwise recognize such transferee as a stockholder of the Company. (f) In the event of a Disposition of shares of Capital Stock (or other securities of the Company) that violates the provisions of Section 4 hereof, such Disposition shall be null and void and the Company, first, and the other Investors and Additional Stockholders, second, shall have successive options to purchase, pro rata according to the relative number of shares of Capital Stock held by each Investor or Additional Stockholder (including Common Stock issuable upon exercise of any warrants or options), all of such shares at a purchase price equal to the aggregate consideration initially paid by such violating Investor or Additional Stockholder for all shares of Capital Stock (or other securities of the Company) disposed of in contravention of Section 4 hereof, minus any cash distributions paid to such Investor or Additional Stockholder by the Company with respect to such shares, which purchase price the parties hereto agree is reasonable in light of the damage that could be caused as a result of a breach of Section 4 hereof. (g) All Dispositions of Capital Stock (or other securities of the Company) under Section 4 hereof are subject to the transferees thereof agreeing to be bound in writing by all of the terms and conditions of this Agreement. (h) If an Offering Stockholder is a Director or an affiliate of a Director, then such Offering Stockholder shall recuse himself or cause its designee to recuse itself from participating in the Board of Directors. If ’ decision as to whether the option referred Company will exercise the Company Option with respect to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Offering Stockholder.

Rights of First Refusal. Before any shares of Stock registered in ----------------------- the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 4.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the a right and option of first refusal to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) such shares for the same consideration price and on the same terms and conditions as offered to such prospective purchaser, in accordance with the Transfer Offer or procedures set forth below (ii) if the Transfer Offer includes any consideration "Rights of First Refusal"). If the proposed price per share is to be other than in cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the then an equivalent all cash price, value shall be determined in good faith by a majority the Board of Directors of the members Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall be determined by the mutual agreement of Purchaser and the Company or, if no agreement can be reached, the price shall be the fair market value of such shares, as determined in good faith by the Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and other terms and conditions of the offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. If the option referred Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 4 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the preceding sentence is exercisednotice to the Company, on or prior to the 60th day terms and conditions specified in such notice; provided, however, that the sale must be consummated within three (3) months after the date of receipt by the Company, Vestar notice and Sheridan that all shares sold or transferred shall remain subject to the provisions and restrictions of this Agreement and shall carry a legend to that effect. If the Rights of First Refusal under this Section 4 are not exercised but Purchaser fails to consummate such sale on the same terms and conditions as set forth in the notice to the Company within three (3) months after the date of the Transfer Notice the Companynotice, Vestar, Sheridan or any other designated Affiliates, as applicable, then such Rights of First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to the prior written consent of each Investor, prior to a Qualified Public Offeringif any of the Founder, such Management Investor Mx. XX Xxxxx, the Founder Holdcos, or any of its Permitted Transferees receives the ESOP SPVs (each, a bona fide offer “Transferor”) proposes to sell, assign or transfer to any third party all or any part of the shares directly or indirectly held by such Transferor in the Company (a "Transfer Offer"the “Offered Shares”), then the Investor (the “ROFR Right Holder”) shall have the right of first refusal (the “Right of First Refusal”) to purchase all or any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member part of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and Offered Shares upon the same terms and conditions as upon which the terms and conditions contained in, proposed Transfer is to be made. The transfer by the Transfer Offer and Transferor with respect to the Offered Shares shall be accompanied by a true and complete copy conducted in accordance with the following procedures. (i) Transferor shall give each of the ROFR Right Holder written notice of the Transferor’s intention to make the transfer of the Offered Shares (the “Transfer Offer (Notice”), which shall identify include (i) the Offerornumber of the Offered Shares, the Transfer Securities, (ii) the price contained in or any other consideration of any nature, (iii) the Transfer Offer and the other material terms and conditions upon which the proposed transfer is to be made, (iv) the Option Period (as defined in Section 4.4(ii) below), and (v) the identity of the prospective transferee, and to the best knowledge of the Transferor, the identity of actual controller of the prospective transferee and the beneficial owner of the Offered Shares after the transfer is completed. Once the Transfer Notice is issued, the Transfer Notice shall become irrevocable. (ii) Each ROFR Right Holder shall have an option for a period of thirty (30) days following receipt of the Transfer Offer). At Notice (the “Option Period”) to elect to purchase all or any time within 30 days after the date portion of its respective Pro Rata Share of the receipt by Offered Shares at the Company, Vestar and Sheridan of the Transfer Notice, same price and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or Notice, by notifying the Transferor and the Company in writing (the “Acceptance Notice”) before expiration of the Option Period as to the number of such Offered Shares that it wishes to purchase. (iii) For the purposes of Section 4.4(ii), each ROFR Right Holder’s “Pro Rata Share” of such Offered Shares shall be equal to (i) the total number of such Offered Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such ROFR Right Holder and the denominator of which shall be the total number of Ordinary Shares held by all Exercising Shareholder (as defined below), in each case, calculated on an as-converted basis. (iv) If any ROFR Right Holder declines or fails to exercise or fully exercise its right to purchase its entire Pro Rata Share of such Offered Shares, or if any ROFR Right Holders fails to respond before the expiration of the Option Period, the Transfer may, within thirty (30) days after the expiration of the Option Period, effect a Transfer of the remaining Offered Shares to the prospective transferee at the same or higher price and upon nonprice terms no more favorable than those specified in the Transfer Notice. (v) If, within forty (40) Business Days after the ROFR Right Holder sends the Acceptance Notice (the “ROFR Exercise Period”) or within any other period otherwise agreed by the Transferor and the given ROFR Right Holder, the Transferor and the ROFR Right Holder that sends the Acceptance Notice within the Option Period (the “Exercising Shareholder”) fail to execute a share transfer agreement with respect to the Offered Shares, the Exercising Shareholder shall be deemed as having waived the Right of First Refusal, and subject to Section 4.5 (Right of Co-Sale), the Transferor shall have the right to transfer the Offered Shares (with respect to which the Right of First Refusal was not exercised) upon the terms and conditions no more favorable than those specified in the Transfer Notice. (vi) If any change is made to the terms or conditions specified in the Transfer Notice, or if the Transfer Offer includes any consideration other than cash, then, at Transferor has not consummated the sole option transfer of the Company, Vestar, Sheridan, or any Offered Shares (including by execution of their designated Affiliates, as applicable, at a share transfer agreement with respect to the equivalent all cash price, determined in good faith by a majority transfer of the Offered Shares and update of the register of members of the Company's Board Company to reflect the prospective transferee as a shareholder of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th Company within ninety (90) day period after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice Option Period, then the CompanyTransferor shall not thereafter transfer any Offered Shares without again first offering such Offered Shares in accordance with this Section 4.3, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Section 4.4 and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Section 4.5.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Section 3.2, if, prior on or after October 31, 1999, a Stockholder desires to Transfer any shares of Common Stock to any other Person (other than a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that such Offeror first offers to sell such shares of Common Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror Transfers an amount of shares of Common Stock which (together with any Membership Units also being transferred by the Offeror) are equal to or more than ten percent (10%) of the then aggregate outstanding Membership Units, the member of the Special Committee elected by the BN Directors (if BN Holding or its Affiliate is the Offeror) or by the USO Directors (if USO or its Affiliate is the Offeror) shall be deemed to have resigned effective immediately upon such Transfer. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer shares of Common Stock, and the amount of Membership Units, if any, also being sold. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Common Stock and Membership Units offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject shares of Common Stock offered for sale pursuant to the provisions of this Section 3.8(c)3.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such shares of Common Stock shall have the right to sell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all of such shares of Common Stock and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and Membership Units on the same terms and conditions including the price as specified in the Transfer Offer or Notice, free from the restrictions of Section 3.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) in a bona fide transaction, for a period of ninety (90) days from the date that the Offer expires hereunder, provided that any such purchaser shall prior to such transfer, if the Transfer Offer includes any consideration other than cashsuch purchaser shall be receiving shares of Common Stock, then, at the sole option agree in writing to be bound by all of the Company, Vestar, Sheridan, or any provisions of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directorsthis Agreement. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at At the end of such 30-ninety (90) day period,, the Offeror shall notify the Company and the Offeree in writing whether its shares of Common Stock have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such shares of Common Stock shall again become subject to all of the restrictions and provisions hereof. (c) The purchase price per share of the shares of Common Stock shall be the price per share offered to be paid by the prospective transferee described in the Offer Notice, which price shall be paid in cash. (d) The closing of the purchase shall take place at the office of the Company or such other location as shall be mutually agreeable and the purchase price shall be paid at the closing by wire transfer of immediately available funds. At the closing, the Offeror shall deliver to the Offeree the certificates evidencing the shares of Common Stock to be conveyed, duly endorsed and in negotiable form as well as the items listed in Section 3.4.

Rights of First Refusal. Except as set forth in Section 5(f), any proposed Transfer of Stock by a Stockholder (a “Transferring Stockholder”) shall be consummated only in accordance with the following procedures: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any Upon the Transferring Stockholder’s receipt of its Permitted Transferees receives a bona fide written offer (a "Transfer Offer") to purchase its Stock, which offer shall be binding and not subject to any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelymaterial unsatisfied conditions other than customary non-financial conditions, the "Management Investor's Transfer Group") from any Person (Transferring Stockholder shall first deliver to the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree")Company, the Investor Stockholders and the Senior Management Holders (other than the Transferring Stockholder and its Affiliates) (such Investor Offeree shall cause Stockholders and Senior Management Holders together, the Transfer Offer to be reduced to writing and shall provide “ROFR Stockholders”) a written notice (a “ROFR Notice”), which shall (i) state the "Transferring Stockholder’s intention to Transfer Notice") Stock, the name of the proposed transferee, the amount and type of Stock to be Transferred (the “Subject Stock”), the proposed purchase price per share of Stock (including the cash value of any non-cash consideration), the terms of payment of such Transfer Offer to the Company, Vestar purchase price and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy summary of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms of the proposed Transfer and (ii) offer the Company and the ROFR Stockholders the option to acquire all or a portion of such Subject Stock upon the terms and subject to the conditions of the proposed Transfer as set forth in the ROFR Notice (the “ROFR Offer”). The ROFR Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the ROFR Offer is accepted during such periods, until the consummation of the Transfer contemplated by the ROFR Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates The Company shall have the right and option option, for a period of ten (10) days after delivery of the ROFR Notice (the “Initial ROFR Acceptance Period”), to accept the ROFR Offer for all or any part of the Subject Stock at the purchase price and on the terms stated in the ROFR Notice. Such acceptance shall be made by delivering a written notice to the Transferring Stockholder and each of the ROFR Stockholders within the Initial ROFR Acceptance Period. For the avoidance of doubt, with respect to any offer of a proposed transferee that contains non-cash consideration, the Company or the ROFR Stockholders, as the case may be, shall be entitled to pay cash in lieu of the value of the non-cash consideration included in such offer. (b) If the Company shall fail to accept all of the Subject Stock offered pursuant to, or shall reject in writing, the ROFR Offer (the Company being required to notify in writing the Transferring Stockholder and each of the ROFR Stockholders of its rejection or failure to accept in the event of the same), then, upon the earlier of the expiration of the Initial ROFR Acceptance Period or the giving of such written notice of rejection or failure to accept such offer by the Company, each ROFR Stockholder shall have the right and option, for a period of ten (10) days thereafter (the “Additional ROFR Acceptance Period”), to accept the ROFR Offer for all or any part of the Subject Stock so offered and not accepted by the Company (the “Refused Stock”) at the purchase price and on the terms stated in the ROFR Notice. Such acceptance shall be made by delivering a written notice to the Company and the Transferring Stockholder within the Additional ROFR Acceptance Period specifying the maximum number of shares such ROFR Stockholder will purchase (with respect to each ROFR Stockholder electing to purchase Refused Stock, the “ROFR Stock”). If, upon the expiration of the Additional ROFR Acceptance Period, the aggregate amount of ROFR Stock exceeds the amount of Refused Stock, the Refused Stock shall be allocated among the ROFR Stockholders as follows: (i) first, each ROFR Stockholder shall be entitled to purchase no more than its Proportionate Percentage of the Refused Stock; (ii) second, if an amount of Refused Stock has not been allocated for purchase pursuant to (i) above (the “Remaining Stock”), each ROFR Stockholder (an “Oversubscribed Stockholder”) which had offered to purchase an amount of Refused Stock in excess of the amount of stock allocated for purchase to it in accordance with clause (i) above, shall be entitled to purchase an amount of Remaining Stock equal to no more than its Proportionate Percentage (treating only Oversubscribed Stockholders as ROFR Stockholders for these purposes) of the Remaining Stock; and (iii) third, the process set forth in (ii) above shall be repeated with respect to any amounts of Refused Stock not yet allocated for purchase until the Refused Stock is allocated for purchase in its entirety. (c) If effective acceptance shall not be received pursuant to Sections 5(a) and/or 5(b) above with respect to all (but of the Subject Stock offered pursuant to the ROFR Notice, then the Transferring Stockholder may, at its option, accept or reject all or any portion of the acceptance by the Company and/or the ROFR Stockholders to purchase the Subject Stock and the Transferring Stockholder may Transfer all or any portion of the Subject Stock to any Person or Persons at a price not less than allthe price, and on other terms not materially more favorable to the purchaser thereof than the terms, stated in the ROFR Notice at any time within sixty (60) days (plus a sufficient number of days to allow the expiration or termination of all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or receipt of other regulatory approvals applicable to such Transfer) after the expiration of the Transfer Securities covered Additional ROFR Acceptance Period (the “Sale Period”). In the event that all of the Subject Stock is not Transferred by the Transferring Stockholder during the Sale Period, the right of the Transferring Stockholder to Transfer Offer either such Subject Stock which is not Transferred shall expire and the obligations of Section 4 and this Section 5 shall be reinstated. (d) All Transfers of Subject Stock to the Company and/or to the ROFR Stockholders subject to any ROFR Notice shall be consummated contemporaneously at the offices of the Company on the later of (i) for a mutually satisfactory business day within fifteen (15) days after the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option expiration of the Company, Vestar, SheridanInitial ROFR Acceptance Period, or any of their designated Affiliatesthe Additional ROFR Acceptance Period, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringii) the appropriate amount and shall deliver fifth business day following the relevant non-cash consideration expiration or termination of any waiting periods under the HSR Act or receipt of other regulatory approvals applicable to such Transfers, or at such other time and/or place as the Management Investor Offeree against parties to such Transfers may agree. The delivery at the principal office of Sheridan of certificates or other instruments representing evidencing such Subject Stock duly endorsed for transfer shall be made on such date against payment of the purchase price for such Subject Stock. (e) Notwithstanding anything contained herein to the contrary, prior to any Transfer Securities so purchasedof Stock by a Transferring Stockholder pursuant to this Section 5, appropriately endorsed the Transferring Stockholder shall, after complying with the provisions of this Section 5, comply with the provisions of Section 6. (f) The requirements of this Section 5 shall not apply (i) to any Permitted Investor Transfer, (ii) to any Permitted Management Transfer, (iii) to any Transfer of Stock by any Tagging Stockholder to a Tag-Along Offeror pursuant to Section 6, (iv) to any Transfer of Stock required to be made by a Dragged Stockholder pursuant to a Drag-Along Sale, (v) to any Transfer of Stock by a Management Holder to the Company pursuant to Section 8 or Section 9, (vi) to any Transfer of Stock by a Management Investor Offeree. If at the end Holder to an Affiliate of such 30-day period,Management Holder (it being understood that such Transfer under this clause, or (vi) is subject to the approval set forth in Section 4(b)(v)). The requirements of this Section 5 are in addition to, and not in limitation of, any other restrictions on Transfers of Stock contained in this Agreement.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or If any of its Permitted Transferees receives a bona fide offer Securityholder (a "Transfer OfferSELLING SECURITYHOLDER") wishes to purchase Transfer, directly or indirectly, all or any or all Securities portion of the Company Shares then held by it (the "Transfer SecuritiesSUBJECT SECURITIES"), the Selling Securityholder must first offer the Subject Securities to the other Securityholder(s) then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer GroupOFFEREES") from any Person on the terms set out in this SECTION 10.3. (the b) The Selling Securityholder shall give notice (a "OfferorSALE NOTICE") to the Offerees, which any member notice shall set out, in reasonable detail, (i) information regarding the identity and financial strength of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer proposed purchaser and the consideration and any other material terms and conditions of the Transfer Offer). At any time within 30 days after the date such sale, (ii) a description of the receipt by the CompanyRights of First Refusal (including, Vestar and Sheridan in particular, that an Accepting Offeree (as hereinafter defined) may wish to specify in its Exercise Notice (as hereinafter defined) whether it wishes to purchase more than its Proportionate Interest of the Transfer NoticeSubject Securities) and (iii) any other information required by this SECTION 10.3, and subject shall contain an offer (the "OFFER TO SELL") to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase sell all (but not less than all) of the Transfer Subject Securities covered to the Offerees, pro rata, based on the ratio of the number of Company Shares owned by such Offeree to the Transfer Offer either (i) aggregate number of Company Shares owned by all Offerees, their respective Proportionate Interests, for the same consideration per Company Share and otherwise on the same terms (including covenants, representations, warranties and indemnities) and conditions as the Transfer consideration, terms and conditions relating to the sale to the proposed purchaser as set out in the Sale Notice. If the Offer to Sell relates to more than one class and/or series of Subject Securities, the Offer to Sell shall require that any Accepting Offeree must agree to purchase a proportionate amount of each class and/or series of such Subject Securities. The Offer to Sell shall be irrevocable and shall be open for acceptance by the Offerees during the period (the "EXERCISE PERIOD") specified in the Sale Notice which period shall not end less than 21 days after the date on which the Sale Notice is given to the Offerees. (c) If any Offeree wishes to accept the Offer to Sell, it shall give notice thereof (an "EXERCISE NOTICE") to the Selling Securityholder on or before the last day of the Exercise Period. The Exercise Notice shall set out the maximum number of Subject Securities the Offeree is willing to purchase, which number need not equal the Selling Securityholder's Proportionate Interest of the Subject Securities (provided that the Selling Securityholder shall be free to complete the sale of the Subject Securities to the proposed purchaser unless all the Subject Securities are purchased pursuant to the exercise of the Rights of First Refusal). If the aggregate number of Subject Securities which all Offerees who accept the Offer to Sell ("ACCEPTING SECURITYHOLDER") are willing to purchase equals or exceeds the total number or amount of Subject Securities, the Selling Securityholder shall be bound to sell the Subject Securities to the Accepting Securityholders, and the Accepting Offerees shall be bound to purchase the Subject Securities, for the consideration and on the other terms and conditions specified in the Sale Notice. If the Accepting Securityholders are willing to purchase more than the total number or amount of Subject Securities, the Subject Securities shall be allocated among the Accepting Offerees in proportion to their respective Proportionate Interests, provided that no Accepting Securityholder shall be required to purchase from the Selling Securityholder more than the number or amount of Subject Securities specified in its Exercise Notice. (d) If less than all the Subject Securities are taken up by the Offerees pursuant to the Rights of First Refusal, the Selling Securityholder may sell all (but not less than all) of the Subject Securities to the proposed purchaser identified in the Sale Notice for the consideration and on the other terms and subject to the conditions specified in the Sale Notice provided (i) such sale is completed within 120 days following the expiry of the Exercise Period, failing which the Selling Securityholder may not sell the Subject Securities without again offering the Subject Securities to the other Securityholders in accordance with this Section, and (ii) if each transferee shall agree in writing to comply with the Transfer Offer includes any consideration other than cashterms of Articles VIII, thenIX, at X, XIII, XIV, XV and XVI of this Agreement. (e) Promptly following the sole option expiry of the CompanyExercise Period, Vestarthe Selling Securityholder shall notify the Accepting Offerees whether all the Subject Securities have been taken up under the Rights of First Refusal and, Sheridanif so, the number or amount of Subject Securities that each Accepting Securityholder is required to purchase. (f) All offers made by Selling Securityholders to Offerees pursuant to this SECTION 10.3, and all acceptances of such offers given by any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicableAccepting Securityholder, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be irrevocable.

Rights of First Refusal. (a) Each Management Investor Subject to the terms and their on the conditions specified in this Section 2.2, if at any time the Company, an Other Stockholder (other than the Designated Executives) or a Permitted Transferees agree that if, prior Transferee of an Other Stockholder wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of its Permitted Transferees receives shares of Common Stock (or, in the case of the Company, any shares of capital stock of the Company) ("Shares") owned by it (or, in the case of the Company, that are authorized but unissued) (the "Seller") pursuant to the terms of a bona fide offer (received from a "Transfer Offer") third party, except in the case of the Company, such Seller shall notify the Company in writing of such offer to purchase any or all Securities sell such Shares (the "Transfer SecuritiesOffered Shares") then owned by which shall include a description of the terms and conditions, including price, on which such Management Investor or Seller proposes to sell such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Shares to such third party (the "OfferorPurchase Offer"). The Purchase Offer shall disclose (i) which any member the identity of the Management Investor's Transfer Group wishes to accept proposed purchaser or transferee, (ii) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer Offered Shares proposed to be reduced to writing and shall provide a written notice sold or transferred, (iii) except in the "Transfer Notice") case of such Transfer Offer to the Company, Vestar the total number of Shares owned by the Seller, and Sheridan(iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. The Transfer Notice Purchase Offer shall also contain an irrevocable offer to sell further state that the Transfer Securities to Company may acquire, in accordance with the Companyprovisions of this Section 2.2, Vestar and Sheridan (in all or any portion of the manner set forth below) at a Offered Shares for the same price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer set forth therein. Within thirty (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 30) days after the date receipt of the Purchase Offer, the Company shall give notice to such Seller of its intent to purchase all or any portion of the Offered Shares, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and the Company for the sale and purchase of the Shares covered thereby. In the event that the Company does not elect to purchase all of the Offered Shares during such thirty (30) day period, then (i) the Seller shall give prompt written notice to the Investor Holders and the Designated Executives and (ii) the Seller shall make the Purchase Offer (the "Subsequent Offer") with respect to any Offered Shares not purchased by the Company pursuant to the previous sentence (the "Unpurchased Shares"), to the Investor Holders and the Designated Executives. Each Investor Holder and Designated Executive shall have the right to purchase the number of Unpurchased Shares as shall be equal to (i) the aggregate number of Unpurchased Shares multiplied by (ii) the Investor Holder's or the Designated Executive's Proportionate Percentage. The amount of shares each Investor Holder and Designated Executive is entitled to purchase under this Section 2.2 shall be referred to as its "Pro Rata Portion". Within thirty (30) days after receipt of the Subsequent Offer, each Investor Holder and Designated Executive shall give notice to such Seller of its intent to purchase all or any portion of its Proportionate Percentage, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Subsequent Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Investor Holder or Designated Executive, as applicable, for the sale and purchase of the Shares covered thereby. In the event that any Investor Holder or Designated Executive does not elect to purchase its Pro Rata Portion (or any portion thereof) during such thirty (30) day period, then the Seller shall give prompt written notice to each Investor Holder and Designated Executive who has elected to purchase its Pro Rata Portion, and such Investor Holder or Designated Executive who so elects shall have the right to purchase, on a pro rata basis with any other Investor Holder or Designated Executive who so elects, such Pro Rata Portion (or any portion thereof) not purchased by any Investor Holder or Designated Executive by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Investor Holder or Designated Executive shall elect to purchase all or part of the Unpurchased Shares covered by the Subsequent Offer, such Investor Holder or Designated Executive shall individually communicate in writing such election to purchase to the Seller. In the event that the Investor Holders and the Designated Executives do not elect to purchase all of the Unpurchased Shares after the applicable forty (40) day aggregate period, then (i) the Seller shall give prompt written notice to EXCO Investors, LLC and the Institutional Investors and (ii) the Seller shall make the Purchase Offer (the "Follow-On Offer") with respect to any Unpurchased Shares not purchased by the Investor Holders or the Designated Executives pursuant to the provisions of this Section 2.2(a) (the "Available Shares"), to EXCO Investors, LLC and the Institutional Investors. Each Institutional Investor and EXCO Investors, LLC shall have the right to purchase the number of Available Shares as shall be equal to (i) the aggregate number of Available Shares multiplied by (ii) the Institutional Investor's or EXCO Investor, LLC's Proportionate Percentage. The amount of shares each Institutional Investor and EXCO Investors, LLC is entitled to purchase under this Section 2.2 shall be referred to as its "Pro Rata Piece". Within ten (10) days after receipt of the Follow-On Offer, each of the Institutional Investor and EXCO Investors, LLC shall give notice to such Seller of its intent to purchase all or any portion of its Pro Rata Piece, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Follow-On Offer be deemed to constitute a valid, legally binding and enforceable agreement among the Seller, EXCO Investors, LLC and the Institutional Investors for the sale and purchase of the Shares covered thereby. In the event that any Institutional Investor or EXCO Investors, LLC does not elect to purchase its Pro Rata Piece (or any portions thereof) during such ten (10) day period, the Seller shall give prompt written notice to EXCO Investors, LLC and each Institutional Investor who has elected to purchase its Pro Rata Piece, and EXCO Investors, LLC, if applicable, and such Institutional Investor who so elects shall have the right to purchase, on a pro rata basis with any other Institutional Investor and EXCO Investors, LLC, if applicable who so elect, such Pro Rata Piece (or any portion thereof) not purchased by any Institutional Investor or EXCO Investors, LLC by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Institutional Investor or EXCO Investors, LLC shall elect to purchase all or part of the Available Shares covered by the Follow-On Offer, such Institutional Investor or EXCO Investors, LLC shall individually communicate in writing such election to purchase to the Seller. (b) Any Transfer by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all Other Stockholder (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, the Designated Executives) or their Permitted Transferees shall be for cash only unless such Transfer is in connection with a sale of at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by least a majority of the members outstanding capital stock of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior Company after giving effect to the 60th day transaction. (c) Transfers of Shares under the terms of this Section 2.2 shall be made at the offices of the Company on a mutually satisfactory Business Day within 90 days after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement last applicable period described in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan Section 2.2(a). Delivery of certificates or other instruments representing evidencing such Shares duly endorsed for Transfer shall be made on such date against payment of the Transfer Securities so purchased, appropriately endorsed purchase price therefor. (d) If any Offered Shares offered by Seller pursuant to Section 2.2 are not purchased by the Management Company, the Investor OffereeHolders, the Designated Executives, the Institutional Investors or EXCO Investors, LLC, the Seller shall provide notice thereof to the Company and the Stockholders (a "Decline Notice"), and any unpurchased Offered Shares may be sold by such a Seller to the third party purchaser at any time within the one hundred and twenty (120) days after the last applicable time period has expired, but subject to the provisions of Section 2.4 below. If Any such sale shall be at not less than the end price and upon other terms and conditions, if any, not more favorable to the third party purchaser than those specified in the Purchase Offer. Any Shares not sold within such one hundred and twenty (120) day period shall continue to be subject to the requirements of Section 2.2 hereof. Subject to the provisions of Section 6.3 hereof, any transferee of Shares under Section 2.2 shall be entitled to the benefits conferred by and subject to the restrictions imposed by this Agreement. (e) The election by the Company, an Investor Holder, a Designated Executive, EXCO Investors, LLC or an Institutional Investor not to exercise its rights under this Section 2.2 in any one instance shall not affect the rights of the Company, such 30-day period,Investor Holder, Designated Executive, EXCO Investors, LLC or Institutional Investor as to any subsequent proposed Transfer. Any Transfer by any Other Holder (other than the Designated Executives) of any of its shares of Common Stock without first giving the Company, the Investor Holders, the Designated Executives, EXCO Investors, LLC and the Institutional Investors the rights described in this Section 2.2 shall be void and of no force or effect.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifExcept with respect to Transfers permitted pursuant to Section 5.2, prior if a Stockholder wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that ------- such Offeror first offers to sell such shares of Voting Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), ) at the Management Investor same price and the same terms and ------- conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Offer ----- Notice") of stating in reasonable detail such Transfer Offer to the Company, Vestar price or other consideration and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same ------ such terms and conditions as and identifying the terms Person and conditions contained inall Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject shares of Voting Stock offered for sale pursuant to the provisions of this Section 3.8(c)5.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such shares of Voting Stock shall have the right and option to purchase sell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and such shares of Voting Stock on the same terms and conditions as including the Transfer price or other consideration specified in the Offer or Notice, free from the restrictions of Section 5.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) in a bona fide transaction, for a period of ninety (90) days from the date that the Offer expires hereunder, provided that any such purchaser shall prior to such transfer, if the Transfer Offer includes any consideration such purchaser shall be receiving shares of Voting Stock, other than cashshares of Class A Common Stock, thenagree in writing to be bound by all of the provisions of this Agreement. At the end of such ninety (90) day period, the Offeror shall notify the Company and the Offeree in writing whether its shares of Voting Stock have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such shares of Voting Stock shall again become subject to all of the restrictions and provisions of this Section 5.3. (c) If the Offeree accepts the offer set forth in the Offer Notice, the purchase price or other consideration per share of the shares of Voting Stock purchased by the Offeree shall be the price or other consideration per share offered to be paid by the prospective transferee described in the Offer Notice, which price shall be paid in cash and/or such other consideration, at the sole option election of the CompanyOfferee. (d) If the Offeree accepts the offer set forth in the Offer Notice, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority closing of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, purchase shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery take place at the principal office of Sheridan of certificates the Company or such other instruments representing location as shall be mutually agreeable to the Transfer Securities so purchasedOfferor and Offeree, appropriately endorsed by and the Management Investor Offeree. If purchase price shall be paid at the end closing by wire transfer of immediately available funds or in such 30-day period,other appropriate form if for consideration other than cash. At the closing, the Offeror shall deliver to the Offeree the certificates evidencing the shares of Voting Stock to be transferred, duly endorsed and in negotiable form as well as the items listed in Section 5.4.

Rights of First Refusal. ([a) Each Management Investor and their Permitted Transferees agree that if, prior ] If a Member proposes to Transfer all or part of its Ownership Interests to a Qualified Public Offering, such Management Investor Third Party or any of its Permitted Transferees receives a bona fide offer Parties (a "Transfer Offer") except pursuant to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelySection 11.3), the "Management Investor's Member desiring to make the Transfer Group") from any Person (for purposes of this Section 11.4 only, the "Offeror") which any member shall prior to the entry into of an agreement for the Management Investor's Transfer Group wishes transfer of shares (except for an agreement conditional upon the non-transferring party not exercising its right to accept purchase such shares under this Section 11.4) first make a written offer (for purposes of this Section 11.4 only, the "Management Investor OffereeOffer")) to sell such Ownership Interest to the Members included in the other Member Group (for purposes of this Section 11.4 only, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer NoticeOfferees") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on the same or materially similar terms and conditions as on which the Offeror proposes to Transfer the Ownership Interest to the Third Party or Parties. Such offer shall state the price and the other terms and conditions contained in, of the proposed Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify offer from the proposed Transferee. The price as so determined or stated in the Offeror's notice shall be, for purposes of this Section 11.4 only, the Transfer Securities"Offer Price." The Offeror, for so long as the price contained Offer shall remain outstanding, shall not request, nor shall the Company be obligated to make, a distribution of Shares in the Transfer Offer and the other material terms and conditions an amount in excess of the Transfer Offer). At any time within 30 days after the date number of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Pro Rata Shares that such Offeror shall have the right and option to receive in respect of the Ownership Interest, if any, to be retained by such Offeror after giving effect to such proposed Transfer. [b] The Offerees shall have the right for a period of 30 days after receipt of the Offer to elect to purchase all (all, but not less than all) , of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, Ownership Interest offered at the sole option Offer Price by giving written notice of acceptance to the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsOfferor within that period. If the option referred Offerees do not elect to in purchase all the preceding sentence is exercisedOwnership Interest offered, on or prior the Offeror may Transfer the offered Ownership Interest pursuant to the 60th day terms disclosed under Section 11.4[a]. If the offered Ownership Interest is not Transferred within 90 days after the date of receipt by the CompanyOfferees' option period expires, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, a new offer shall execute and deliver be made to the Management Investor Offeree a written agreement in the form included in the Offerees before any such Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,is made.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf any Shareholder other than the Major Series B Holders desires to Transfer all or any part of any shares of the Company held by such Shareholder, prior whether owned as of the date of this Agreement or hereafter acquired (the “Restricted Shares”), or if any Major Series B Holder desires to Transfer all or any part of any shares of the Company held by such Major Series B Holder to a Qualified Public OfferingCompetitor, other than according to the terms of this Article III, Section 3, such Management Investor Transfer shall be void and shall Transfer no right, title, or interest in or to any of such Restricted Shares to the purported Transferee. (b) If a Shareholder other than the Major Series B Holders desires to Transfer any of his, her or its Restricted Shares other than as set forth in Section 3(h) below, or if a Major Series B Holder desires to Transfer all or any part of its Permitted Transferees receives any shares of the Company held by such Major Series B Holder to a bona fide Competitor, such Shareholder (the “Initiating Shareholder”) shall submit a written offer (a "Transfer the “Offer"”) to purchase any or all Securities sell such Restricted Shares (the "“Offered Shares”) to the Company and each other Shareholder on terms and conditions, including price, not less favorable to the Shareholders than those offered by the Initiating Shareholder to the proposed Transferee. The Offer shall disclose the identity of the party to which the Initiating Shareholder proposes to Transfer Securities"the Restricted Shares (the “Proposed Transferee”), the Offered Shares proposed to be Transferred, the terms and conditions, including price and consideration, of the proposed Transfer, and any other material facts relating to the proposed Transfer. (c) Subject to compliance with the applicable provisions of the Companies Act, the Company shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Offer. The Company must exercise such option, no later than 15 days after the date the Offer was delivered, by written notice to the Initiating Shareholder. In the event the Company does not exercise its option within such 15-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Shareholders (the “Shareholder Notice”) specifying the number of Offered Shares not purchased by the Company (the “Remaining Shares”). In the event the Company duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company (A) if the Company agrees to purchase all but not less than all of the Offered Shares, by the date five days after the expiration of such 15-day period or (B) if the Company and the Shareholders together agree to purchase all or a part of the Offered Shares, by the date that the Shareholders consummate their purchase of Remaining Shares under Section 3(f) hereof. (d) Subject to Section 3(e), each Shareholder shall have an option, exercisable for a period of 15 days from the date of delivery of the Shareholder Notice, to purchase up to that number of Remaining Shares as shall be equal to the number of Remaining Shares multiplied by a fraction, the numerator of which shall be the number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by such Shareholder and the exercise of all vested options and warrants owned by such Shareholder) then owned by such Management Investor or Shareholder and the denominator of which shall be the aggregate number of Common Shares (after giving effect to the conversion of all convertible preference shares owned by all such Management Investor's Permitted Transferees (collectively, Shareholders and the "Management Investor's Transfer Group"exercise of all vested options and warrants owned by all Shareholders) from any Person (the "Offeror") which any member then owned by all of the Management Investor's Transfer Group wishes Shareholders. The amount of Remaining Shares that each Shareholder is entitled to accept (the "Management Investor Offeree"purchase under this Section 3(d) shall be referred to as such Shareholder’s “Pro Rata Fraction.” The Shareholders must exercise their options under this Section 3(d), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a if at all, by delivery of written notice to the Secretary of the Company within such 15-day period. (e) The Shareholders shall have a right of oversubscription such that in the "Transfer Notice"event options to purchase Remaining Shares have been exercised by the Shareholders with respect to some but not all of the Remaining Shares, those Shareholders who have exercised their options within the 15-day period specified in Section 3(d) shall have an additional option, for a period of five days next succeeding the expiration of such Transfer Offer 15-day period, to purchase all or any part of the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as balance of such Remaining Shares on the terms and conditions contained inset forth in the Offer, which option shall be exercised by delivery of written notice to the Secretary of the Company. In the event there are Shareholders that choose to exercise the last-mentioned option for a total number of Remaining Shares in excess of the number available, such Shareholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (f) If the options to purchase the Remaining Shares are exercised in full by the Shareholders, the Transfer Offer Company shall immediately notify the Initiating Shareholder and shall be accompanied by a true and complete copy all of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions subscribing Shareholders of that fact. The closing of the Transfer Offer). At any time within 30 purchase of the Remaining Shares shall take place at the offices of the Company no later than thirty days after the date of such notice. Such closing shall be effected by the Initiating Shareholder’s delivery to the subscribing Shareholders of a certificate or certificates evidencing the Offered Shares to be purchased, duly endorsed for Transfer to each such Shareholder, against payment to such Initiating Shareholder, in cash or such other form of payment as may by agreed to by the Initiating Shareholder of the purchase price therefor by such Shareholders and receipt of BMA consent to the purchase. (g) In the event options to purchase have been exercised by the Shareholders and the Company, Vestar and Sheridan with respect to some but not all of the Transfer NoticeOffered Shares, then neither the Company nor any of the Shareholders may purchase any of the Offered Shares and instead the Offered Shares may be sold at any time within 90 days after the date the Offer was made, subject to the provisions of Section 3.8(c), 4 of this Article III. Any such sale shall be to the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but Proposed Transferee at not less than allthe price and upon such other terms and conditions, if any, not more favorable in any material respect to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 90-day period shall again become subject to the right of first refusal contained this Section 3. (h) Subject to receiving the prior written consent of the Transfer Securities covered by BMA, the Transfer Offer either rights of the Company and the Shareholders under this Section 3 shall not apply to: (i) any Transfer by a Shareholder who is a natural person to his spouse or children or to a trust established for the same consideration benefit of his spouse, children or himself (a “Trust”), or pursuant to his will, or to any entity in which such Shareholder holds a majority of the capital and on voting rights; (ii) any Transfer by a Shareholder that is an entity to any partner, member, retired partner or retired member, Shareholder or Affiliate of such Shareholder; (iii) any Transfer made pursuant to an effective registration statement filed by the same Company under the Securities Act; (iv) any Transfer made as part of the sale of all or substantially all of the shares of the Company (including pursuant to a merger, amalgamation or consolidation); or (v) any Transfer by a Trust (i) to its beneficiaries in accordance with the terms and conditions as of the Transfer Offer governing documents of the Trust or (ii) if the Transfer Offer includes any consideration other than cashto another Trust, thenprovided, at the sole option of the Companyhowever, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to that in the preceding sentence is exercisedcase of a Transfer described in clauses (i) through (iii) above, on the Transferor or prior Transferee provides written notice of such Transfer to the 60th day after Company and the date of receipt Transferee agrees in writing to be bound by the Company, Vestar and Sheridan terms of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,this Agreement.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Until the occurrence of an Initial Public Offering, such Management Investor or the Company first, and then each Preferred Holder second, shall have a right of first refusal to purchase the Equity Securities that any Stockholder holding Common Stock (each an “Applicable Stockholder”), may, from time to time, propose to Transfer after the date of its Permitted Transferees receives a bona fide offer this Agreement, pursuant to the terms set forth in this Section 3. (b) If any Applicable Stockholder proposes to Transfer any Equity Securities (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"“Transferor Stockholder”), then such Transferor Stockholder shall give the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing Company and shall provide a each Preferred Holder written notice (the "“Transfer Notice"”) of such Transferor Stockholder’s intention to so Transfer Offer such Equity Securities (the “Offered Stock”) at least sixty (60) days prior to the Company, Vestar and Sheridanproposed consummation of such Transfer. The Transfer Notice shall also contain an irrevocable offer state that it is being delivered pursuant to sell the Transfer Securities to the Company, Vestar this Section 3.2 and Sheridan (describe in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained inreasonable detail, the Transfer Offer and shall number of shares of Offered Stock to be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offerortransferred, the Transfer Securities, the price contained in the Transfer Offer nature and the other material terms and conditions of such Transfer, including the consideration to be paid, and the name and address of each prospective purchaser or transferee. If the consideration to be paid for the Offered Stock is not cash, the fair market value of the consideration shall be determined in good faith by the Board and a reasonably detailed explanation of the Board’s determination of such value shall be included in the Transfer OfferNotice. The Company and all Preferred Holders electing to participate in the purchase of the Offered Stock shall pay the cash equivalent thereof as so determined. Transmittal of the Transfer Notice to the Company shall constitute an offer to sell all of the Offered Stock to the Company at the price and upon the terms set forth in the Transfer Notice. The Company shall have twenty (20) days after receipt of such Transfer Notice to agree to purchase all or any portion of the Offered Stock for the price and upon the terms and conditions specified in the Transfer Notice. Such agreement shall be indicated by the Company giving written notice to the Transferor Stockholder and stating therein the quantity of Offered Stock to be purchased. (c) If and to the extent that the Company fails to exercise in full its rights of first refusal to purchase all of the Offered Stock as set forth in Section 3.2(b), then the Transferor Stockholder shall promptly provide a second written notice (the “Second Transfer Notice”) to each Preferred Holder, offering each of them the right to acquire such unsubscribed shares (the “Excess Stock”). At any time within 30 Each Preferred Holder shall have ten (10) days after receipt of the Second Transfer Notice to provide the Transferor Stockholder with written notice of its agreement to (i) purchase up to such Preferred Holder’s pro rata share (as determined as set forth below) of such Excess Stock and/or (ii) if applicable, to participate as a Co-Sale Holder pursuant to Section 3.3 in the event the Company and the other Preferred Holders do not exercise their collective rights to purchase all of the Offered Stock. For the purposes of this Section 3.2(c) only, a Preferred Holder’s right to purchase its pro rata share of Offered Stock shall be based on the ratio of (a) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned by such Preferred Holder to (b) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned by all of the Preferred Holders immediately prior to the sale of such Offered Stock. (d) If fewer than all of the Preferred Holders elect to purchase their respective pro rata share of the Offered Stock indicated in the Second Transfer Notice, then the Transferor Stockholder shall promptly notify in writing the Preferred Holders who did so elect, and shall offer each such Preferred Holder the right to acquire up to all of such unsubscribed shares, subject to reduction, if necessary, to such Preferred Holder’s pro rata portion of such unsubscribed shares based on the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned held by each Preferred Holder who elects to purchase some or all of such unsubscribed shares to (ii) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock owned by all of the Preferred Holders who so elect. Each such Preferred Holder shall have five (5) days after receipt of such notice to notify the Transferor Stockholder of its election to purchase the unsubscribed shares. (e) The consummation of the purchase and sale of the Offered Stock shall take place on a date agreed upon by the Transferor Stockholder, the Company and/or the participating Preferred Holders, as the case may be, but in any event within sixty (60) days following the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), at the principal office of the Company. (f) If the Company and the Preferred Holders do not exercise their rights to purchase collectively all of the Offered Stock indicated in the Transfer Notice, Vestar and Sheridan or any of their designated Affiliates then the Transferor Stockholder shall have the right and option sixty (60) days thereafter to purchase all (but not Transfer such remaining Offered Stock, at a price no less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration than, and on the same terms and conditions as (in all material respects) as, the price and other terms and conditions specified in the Transfer Offer or Notice; provided, however, that each Preferred Holder who has reserved its rights as a Co-Sale Holder under Section 3.2(c) shall have the rights set forth in Section 3.3. If the Transferor Stockholder has not sold such Offered Stock within such sixty (ii60) if day period, the Transferor Stockholder shall not thereafter Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, Offered Stock (or any of their designated Affiliatesother Equity Securities), without first offering such securities to the Company and the Preferred Holders, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior manner provided above and offering the Preferred Holders the rights to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the participate in such Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included manner provided in the Section 3.3. (g) Any attempt by an Applicable Stockholder to Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreementany Equity Securities in violation of this Section 3.2 shall be void, and the Company shall pay not effect such a Transfer, nor will it treat any alleged transferee as the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end holder of such 30-day period,Equity Securities. (h) This Section 3.2 shall not apply to any Transfer of any Preferred Equity Securities.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree In the event that ifa Noteholder (the “Offeror”) proposes to make a transfer of any of its Notes to any Person who is not at Affiliate, it shall, prior to a Qualified Public Offeringeffecting any such transfer, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a prior written notice (the "Transfer an “Offer Notice"”) of such Transfer Offer to the Company, Vestar Company and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan Cayman LP (in the manner set forth belowor its designated Affiliate) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer (and shall be accompanied by a true and complete copy the “Offeree”). The Offer Notice shall set out: (i) the number of Notes subject to the Transfer Offer (which shall identify the Offeror, the Transfer Securities, “Offer Notes”); (ii) the price contained in per Note at which such transfer is proposed to be made (the Transfer “Offer and the Price”); and (iii) all other material terms and conditions of the Transfer Offer, (collectively, the “Offer Terms”). (b) The receipt of an Offer Notice by the Company on behalf of the Offeree shall constitute an offer by the Offeror to sell to the Offeree, for cash, all of the Offer Notes on the Offer Terms (the “Offer”). At any time within 30 For a period of thirty days after receipt of the Offer Notice, the Offeree shall have the right, but not the obligation, to accept the Offer by giving a written notice of acceptance (which shall be deemed irrevocable and which must be in respect of all of the Offer Notes) (an “Acceptance Notice”) to the Offeror. (c) Failure by the Offeree to deliver a valid Acceptance Notice before the expiration of the thirty-day period prescribed by paragraph 6(b) shall be deemed a rejection of the Offer by the Offeree, after which the Offer shall no longer be capable of acceptance by the Offeree. The tender by the Offeree of an Acceptance Notice to the Offeror shall constitute agreement by the Offeree to purchase, and by the Offeror to sell to the Offeree the Offer Notes on the Offer Terms. Any further Acceptance Notice shall be of no effect. (d) In respect of each Offer Notice for which a valid Acceptance Notice is properly given in accordance with paragraph 6(c), the Offeror and the Offeree shall complete the sale and purchase of the Offer Notes for the Offer Price in cash not later than ten Business Days following the date of such Acceptance Notice, provided that, if the sale and purchase of such Offer Notes is subject to any prior regulatory approval, the time period during which such sale and purchase may be completed shall be extended until the expiration of five Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice and provided further that the time period during which such sale and purchase may be completed shall be extended by no more than three months. If at such time there remains a prior regulatory approval which has not then been obtained, the relevant Acceptance Notice shall be deemed never to have been given. (e) If no valid Acceptance Notice is properly given in accordance with paragraph 6(c), or if an Acceptance Notice is deemed never to have been given pursuant to paragraph 6(d), the Offeror shall have the right for a period of sixty days following the later of (i) the expiration of the thirty day period prescribed by paragraph 6(b) or (ii) where relevant, the date on which an Acceptance Notice is deemed never to have been given pursuant to paragraph 6(d) to sell any Offer Notes to which such Offer Notice relates to any third party (a “Third Party Purchaser”) at a price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to the third party than the Offer Terms, provided that, if the sale and purchase of such Offer Notes is subject to any prior regulatory approval, the time period during which such purchase and sale may be completed shall be extended until the expiration of five Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the sixty days following the date of the receipt by the Company, Vestar and Sheridan of the Transfer Offer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to subsection (g), prior to for so long as a Qualified Public Offering, such Management Investor or any Purchaser is a holder of its Permitted Transferees receives a bona fide offer Unit (a an "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeEligible Purchaser"), the Management Investor Offeree shall cause Company agrees not to issue any of its Capital Securities or to permit the Transfer Offer Bank to issue any of its Capital Securities (such Capital Securities of the Company and the Bank hereinafter deemed to be reduced to writing and shall provide a written notice (jointly covered by the term "Transfer NoticeCapital Securities") to any Person or Persons, other than in the case of such Transfer Offer Capital Securities of the Bank to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan Company (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c"Third Party Purchaser"), without first offering or causing the CompanyBank to offer, Vestar and Sheridan or any of their designated Affiliates shall have as applicable, to such Eligible Purchaser the right and option opportunity to purchase all (but not less than all) or part of the Transfer such Capital Securities covered by the Transfer Offer either (i) for being issued at the same consideration purchase price and on the same terms as are proposed to be offered to a Third Party Purchaser. For this purpose, the Company shall deliver a written notice, or cause the Bank to deliver a written notice, as applicable (in each case a "Notice"), to each Eligible Purchaser of any proposed issuance of Capital Securities which shall contain all of the material terms of the proposed issuance, including, without limitation, the purchase price and conditions as total amount of Capital Securities proposed to be issued, which terms, including without limitation the Transfer Offer purchase price and any conversion price or (ii) if rate of such Capital Securities, may to the Transfer Offer includes any consideration other than cash, then, at extent necessary be expressed in the sole option form of good faith estimates by the Board of Directors of the Company. (b) Upon receipt of the Notice, Vestareach Eligible Purchaser will have the right to subscribe for all or part of the Capital Securities on the same terms set forth in the Notice, Sheridan, by delivery of written notice to the Company or any of their designated Affiliatesthe Bank, as applicableapplicable ("Acceptance Notice"), in accordance with the instructions set forth in the Notice, within 20 days from the date of its receipt of the Notice (the "Offer Period"). The Acceptance Notice shall specify the amount (not exceeding all) of the Capital Securities being offered with respect to which the Eligible Purchaser wishes to exercise its subscription rights. (c) An Acceptance Notice, once given by an Eligible Purchaser in accordance with subsection (b), shall become irrevocable at the equivalent all cash price, determined in good faith by a majority end of the members Offer Period unless it is withdrawn prior to the expiration of the Company's Board of Directors. If Offer Period (any such Acceptance Notice which so becomes irrevocable being called an "Irrevocable Acceptance" and the option referred Eligible Purchaser giving such notice being an "Accepting Eligible Purchaser"). (d) (i) In the event that any Eligible Purchaser fails to in the preceding sentence is exercised, have delivered an Irrevocable Acceptance with respect to any Notice on or prior to the 60th last day after of the Offer Period with respect to such Notice, such Eligible Purchaser will have no further right to subscribe for the Capital Securities proposed to be issued in such Notice during a Free Sale Period commencing on the date of receipt by immediately following the Company, Vestar and Sheridan end of the Transfer Offer Period with respect to such Notice. (ii) In the event that no Eligible Purchasers shall have delivered an Irrevocable Acceptance with respect to a Notice on or prior to the Companylast day of the Offer Period with respect to such Notice, Vestar, Sheridan the Company or any other designated Affiliatesthe Bank, as applicable, shall execute and deliver will be entitled to a Free Sale Period with respect to the Management Investor Offeree a written agreement Capital Securities proposed to be issued in such Notice commencing on the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at immediately following the end of the Offer Period with respect to such 30-day period,notice.

Rights of First Refusal. Other than in the case of any Permitted Transfer, each time any Stockholder that owns less than forty-nine percent of the issued and outstanding Stock (aor its Permitted Transferee) Each Management Investor and their Permitted Transferees agree that if, prior (the “Transferring Stockholder”) proposes to a Qualified Public Offeringtransfer all or any portion of its Stock (or is required to do so by operation of law or other involuntary means except as otherwise set forth in this Agreement), such Management Investor or any Stockholder shall first comply with the following provisions and the provisions of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree Section 12.2 below: 12.1.1 The Transferring Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide deliver a written notice (the "“Transfer Notice"”) to the other Stockholders and the Company stating (i) the Transferring Stockholder’s bona fide intention to transfer such Stock, (ii) the Stockholder’s Percentage Interest to be transferred, (iii) the purchase price and terms of payment for which the Transferring Stockholder proposes to transfer such Stock, and (iv) the name and address of the proposed transferee (the “Proposed Transferee”). 12.1.2 For a period of thirty (30) Business Days after receipt of the Transfer Offer Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any portion of the Stock upon the price and terms of payment designated in the Transfer Notice. If the Transfer Notice provides for the payment of non-cash consideration, the Company may elect to pay the consideration in cash equal to the good faith estimate of the present Fair Market Value of the non-cash consideration offered as determined by the Board. Within thirty (30) Business Days after receipt of the Transfer Notice, the Board on behalf of the Company, Vestar to the extent the Company is electing to purchase the Stock pursuant to this Section 12.1.2, shall notify the Transferring Stockholder and Sheridanthe non-Transferring Stockholders in writing of the Company’s intent to purchase all or any portion of the Stock proposed to be so transferred. The failure of the Company to submit a notice within the applicable period shall constitute an election on the part of the Company not to purchase any of the Stock which may be so transferred. 12.1.3 If the Company does not elect to purchase all of the Stock proposed to be transferred within the thirty (30)-day period described in Section 12.1.2, the other Stockholders shall have the right, but not the obligation, to elect to purchase any remaining portion of such Stock (the “Remaining Stock”) upon the price and terms of payment designated in the Transfer Notice. If the Transfer Notice shall also contain an irrevocable offer provides for the payment of non-cash consideration, the other Stockholders each may elect to sell pay the Transfer Securities to the Company, Vestar and Sheridan (consideration in the manner set forth below) at a price cash equal to the price contained ingood faith estimate of the present Fair Market Value of the non-cash consideration offered as determined by the Board. Within fifteen (15) Business Days following the expiration of the thirty (30)-day period described in Section 12.1.2, each Stockholder electing to purchase the Remaining Stock pursuant to this Section 12.1.3 shall notify the Board and the Transferring Stockholder in writing of such Stockholder’s desire to purchase a portion of the Remaining Stock. The failure of any Stockholder to submit a notice within the applicable period shall constitute an election on the part of that Stockholder not to purchase any of the Remaining Stock. The Stockholder’s Percentage Interest that each Stockholder shall be entitled to purchase pursuant to this Section 12.1.3 shall be determined based upon the same terms and conditions as proportion that the terms and conditions contained in, Stockholder’s Percentage Interest of such Stockholder bears to the Transfer Offer and shall be accompanied by a true and complete copy aggregate of the Transfer Offer (which shall identify all of the OfferorStockholders’ Percentage Interests electing to purchase the Remaining Stock. In the event any Stockholder elects to purchase none or less than all of such Stockholder’s pro rata share of such Remaining Stock, then the Transfer Securities, other Stockholders may elect to purchase more than their pro rata share. 12.1.4 If the price contained Company and the other Stockholders elect to purchase or obtain any or all of the Stock designated in the Transfer Offer and Notice, then (a) the other material terms and conditions closing of the Transfer Offer). At any time within 30 such purchase shall occur no later than ninety (90) calendar days after the date of the receipt by Transfer Notice and (b) the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c)Transferring Stockholder, the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated AffiliatesStockholders, as applicable, shall execute such documents and deliver instruments and make such deliveries as may be reasonably required to consummate such purchase. 12.1.5 Subject to Section 12.2 below, if the Company and the other Stockholders elect not to purchase or obtain, or default in their obligation to purchase or obtain, the Stock which they have elected to purchase, then the Transferring Stockholder may transfer any such Stock not so purchased to the Management Investor Offeree a written agreement Proposed Transferee; provided that such Transfer (a) is completed within sixty (60) calendar days after the expiration of the Company’s, and the other Stockholders’ rights to purchase such Stock (as set forth in Sections 12.1.2, 12.1.3 and 12.1.4 above), (b) is made on terms not more materially favorable to the form included Proposed Transferee than as designated in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreementNotice, and shall pay the relevant cash consideration(c) complies with Sections 4.3, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account 4.4 and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,12.

Rights of First Refusal. ([a) Each Management Investor and their Permitted Transferees agree that if, prior ] If a Member proposes to Transfer all or part of its Ownership Interests to a Qualified Public OfferingThird Party or Parties after December 31, such Management Investor or any of its Permitted Transferees receives a bona fide offer 1999 (a "Transfer Offer") except pursuant to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelySection 11.3), the "Management Investor's Member desiring to make the Transfer Group") from any Person (for purposes of this Section 11.5 only, the "Offeror") which any member shall first make a written offer (for purposes of the Management Investor's Transfer Group wishes to accept (this Section 11.5 only, the "Management Investor OffereeOffer")) to sell such Ownership Interest to the Members included in the other Member Group (for purposes of this Section 11.5 only, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer NoticeOfferees") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on the same terms and conditions as on which the Offeror proposes to Transfer the Ownership Interest to the Third Party or Parties. Such offer shall state the price and the other terms and conditions contained in, of the proposed Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify offer from the proposed Transferee. The price as so determined or stated in the Offeror's notice shall be, for purposes of this Section 11.5 only, the Transfer Securities"Offer Price." The Offeror, for so long as the price contained Offer shall remain outstanding, shall not request, nor shall the Company be obligated to make, a distribution of Shares in the Transfer Offer and the other material terms and conditions an amount in excess of the Transfer Offer). At any time within 30 days after the date number of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Pro Rata Shares that such Offeror shall have the right and option to receive in respect of the Ownership Interest, if any, to be retained by such Offeror after giving effect to such proposed Transfer. [b] The Offerees shall have the right for a period of 30 days after receipt of the Offer to elect to purchase all (all, but not less than all) , of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, Ownership Interest offered at the sole option Offer Price by giving written notice of acceptance to the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsOfferor within that period. If the option referred Offerees do not elect to in purchase all the preceding sentence is exercisedOwnership Interest offered, on or prior the Offeror may Transfer the offered Ownership Interest pursuant to the 60th day terms disclosed under Section 11.5[a]. If the offered Ownership Interest is not Transferred within 90 days after the date of receipt by the CompanyOfferees' option period expires, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, a new offer shall execute and deliver be made to the Management Investor Offeree a written agreement in the form included in the Offerees before any such Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,is made.

Rights of First Refusal. (ai) Each Management Investor and their Permitted Transferees agree that ifIf at any time during the term of this Agreement a Shareholder receives from an unrelated third party, prior or makes to a Qualified Public Offeringan unrelated third party, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") in writing to purchase any all or all Securities a portion of his or its Ordinary Shares (the "Transfer SecuritiesShareholder Offer"), and such Shareholder (the "Offering Shareholder") then owned by desires to sell such Management Investor Ordinary Shares pursuant to the Shareholder Offer, he or it shall deliver notice of such Management Investor's Permitted Transferees election (collectively, the "Management Investor's Transfer GroupOffer Notice") from any Person in writing to each of the other Groups (other than the Group to which the Offering Shareholder belongs) together with a copy of such Shareholder Offer. Such Offer Notice shall state the terms of such Shareholder Offer and the identity and business address of the offeror (the "Offeror") which any member and shall be deemed an offer by the Offering Shareholder to sell all of his or its Ordinary Shares that are the subject of the Management Investor's Transfer Group wishes to accept Shareholder Offer (the "Management Investor OffereeOffered Shares"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a purchase price equal to and on the price contained in, and upon the same terms and conditions as set forth in the bona fide offer accompanying the Offer Notice. (ii) Subject to the other terms and conditions contained inof the Agreement (including but not limited to Section 2) each of the other Groups (other than the Group to which the Offering Shareholder belongs; together with the Founders Parties or the GE Parties, as applicable, the Transfer Offer "Other Groups") shall have a first option (each a "First Option") to purchase a portion of the Offered Shares equal to the product of (a) the number of Offered Shares multiplied by (b) a fraction, the numerator of which is the number of Ordinary Shares owned by such Other Group and the denominator of which is the aggregate number of Ordinary Shares owned by the Other Groups collectively. A First Option shall be accompanied exercisable by a true and complete copy of written notice from the Transfer Offer (which shall identify relevant Other Group to the Offeror, the Transfer Securities, the price contained in the Transfer Offer Offering Shareholder and the other material terms and conditions Other Group within the fifteen business days (the "First Option Period") immediately following receipt of the Transfer Offer)Offer Notice. At any time within 30 days after the date If one of the receipt by the Company, Vestar and Sheridan Other Groups does not exercise its First Option with respect to all or a portion of the Transfer Notice, and Offered Shares subject to Section 3.8(c)its First Option within the First Option Period, the Company, Vestar and Sheridan or any of their designated Affiliates other Other Group shall thereafter have the right and second option (the "Second Option") to purchase all or a portion of such Offered Shares. The Second Option shall be exercisable by written notice from the Buyer to the Offering Shareholder and the other Other Group within the fifteen business days (the "Second Option Period") immediately following the expiration of the First Option Period. Any allocation among the members of an Other Group of the rights set forth in this Section 4(ii) shall be at the sole discretion of the members of such Other Group; provided, that such allocation shall be set forth in the written notice delivered to the Offering Shareholders pursuant to this Section 4(ii). (iii) If either the First Option or the First Option together with the Second Option are not exercised with respect to all of the Offered Shares, then, all exercises of such options to purchase shall be null and void, and the Offering Shareholder shall be entitled to sell all, but not less than all) , of the Transfer Securities covered Offered Shares to the Offeror, but only on terms no more favorable to the Offeror than those contained in the Shareholder Offer and within thirty (30) days from the expiration of the Second Option Period (the "Disposition Period"). If the Offering Shareholder does not sell the relevant Offered Shares in strict compliance with this Section 4(iii), any other disposition of its or his Ordinary Shares must be made only pursuant to a new bona fide offer and the provisions of this Section 4 or otherwise in accordance with the terms of this Agreement. (iv) The closing of any purchase and sale contemplated by the Transfer Offer either (iSection 4(ii) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, above shall take place at the sole option offices of the Company, Vestarat 10:00 a.m, Sheridanon the fortieth business day after delivery of the Offer Notice, or such other time and place as agreed upon by the parties. At the closing, the Offering Shareholder shall deliver in exchange for the purchase price due hereunder certificates for the Ordinary Shares being sold duly endorsed for transfer with signatures guaranteed and with all applicable documentary and/or transfer stamps affixed. (v) The provisions of this Section 4 shall not apply to (a) any Transfers pursuant to a registration statement under the Securities Act of their designated Affiliates1933, as applicableamended (the "Securities Act"), at or in a sale transaction in the equivalent all cash pricecourse of trading in the Company's Ordinary Shares on the National Market System or Small Capitalization System of the National Association of Securities Dealers, determined Inc. or any other securities exchange (including, but not limited to, pursuant to a block trade), (b) any Transfers (1) in good faith respect of a Change of Control Transaction that has been approved by a majority of the members directors of the Company with no material interest in the matter being considered (other than in their capacities as shareholders of the Company's ), or if at such time there are no such directors with no material interest in the matter being considered, a majority of the Board of Directors. If Directors of the option referred Company, unless the holders of a majority of the Ordinary Shares then held by the Founders Group and the holders of a majority of the Ordinary Shares then held by the IDB Group, respectively, each certify in writing in response to a reasonable request by GE that they intend, in connection with such Change of Control Transaction, to maintain the preceding sentence is exercised, on ownership of all or substantially all of the Ordinary Shares owned by them immediately prior to the 60th day after commencement of such Change of Control Transaction and, solely in their capacities as shareholders of the Company, to oppose (to the extent such opposition is in compliance with the terms of this Agreement and applicable law) such Change of Control Transaction or (2) following any Change of Control Transaction, provided that no GE Parties participated in any manner in the relevant Change of Control Transaction, or (c) any Transfers by any member of a Group or a Permitted Transferee (as defined below) thereof, on the one hand, to another member of such Group or a Permitted Transferee of any member of such Group, on the other hand, provided, that any such Permitted Transferee in each such case agrees in a writing satisfactory to counsel for the Groups of which the relevant transferor is not a member (or a Permitted Transferee thereof) to be bound by all of the terms and conditions of this Agreement as if named as a "Shareholder" hereunder. For purposes of this Agreement, a "Permitted Transferee" of any Person shall be (a) the Company (b) such Person's spouse, parents, step-parents, brothers, sisters or half-siblings; (c) such Person's children, step-children or their lineal descendants; (d) any trust of which such Person is the trustee and the sole beneficiaries of which are such Person, such Person's spouse, parents, step-parents, brothers, sisters, half-siblings, children, step-children or their lineal descendants; (e) any partnership, the general partner(s) and limited partner(s) (if any) of which are one or more of such Person, such Person's spouse, parents, step-parents, brothers, sisters, half-siblings, children, step-children or their lineal descendants; or (f) any affiliate of such Person. (vi) If at any time the members of any Group (together with any other Founders Parties or GE Parties, as applicable) no longer collectively hold 50% of the Ordinary Shares held by them on the date of receipt this Agreement, such Group (together with any other Founders Parties or GE Parties, as applicable) shall no longer have rights to a First Option or the Second Option in relation to any Offered Shares and all calculations pursuant to Section 4(ii) hereof shall be made without inclusion of any Ordinary Shares held by members of such Group (together with any other Founders Parties or GE Parties, as applicable); provided that, upon reasonable request of any other Group, each Group shall reasonably and in good faith determine whether it intends to exercise any first-refusal rights under this Section 4 and shall reasonably promptly give notice of such determination to the Companyother Groups and, Vestar following any such notice of having no intention of exercising its rights, until such time as such Group notifies the other Groups of a change of its intentions, such Group shall no longer have rights to a First Option or the Second Option in relation to any Offered Shares and Sheridan all calculations pursuant to Section 4(ii) hereof shall be made without inclusion of any Ordinary Shares held by members of such Group (together with any other Founders Parties or GE Parties, as applicable). In addition, if at any time the members of any Group (together with any other Founders Parties or GE Parties, as applicable) no longer collectively hold 5% or more of the Transfer Notice the CompanyOrdinary Shares then outstanding, Vestar, Sheridan or such Group (together with any other designated AffiliatesFounders Parties or GE Parties, as applicable) shall be permitted to sell the Ordinary Shares held by members of such Group (together with any other Founders Parties or GE Parties, as applicable) without giving effect to the restrictions set forth in this Section 4. (vii) The provisions of this Section 4 shall apply regardless of the form of consideration contained in the Shareholder Offer. If and to the extent that any Shareholder Offer shall include any non-cash consideration, any member of an Other Group may exercise its rights under its First Option or Second Option, as applicable, shall execute and deliver with respect to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration portion of such Shareholder Offer by delivering either substantially identical non-cash consideration or cash in the amount of the fair market value of such non-cash consideration, which fair market value shall be determined by agreement of the relevant parties or by a nationally recognized independent valuation consultant or appraiser (with experience in evaluating such property) selected by the relevant member of the Other Group and reasonably satisfactory to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Offering Shareholder.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior Any Shareholder desiring to make a Qualified Public Offering, such Management Investor Transfer of all or any portion of his, her or its Permitted Transferees receives a bona fide offer Common Shares (a "Transfer OfferSelling Shareholder") (including any Common Shares acquired after the date hereof) pursuant to a Bona Fide Offer shall first deliver to the Company and the other Shareholders a Shareholder Offer in respect of such Common Shares (the "Offered Shares"). (b) The Company may, within 45 days after receipt of any Shareholder Offer, elect, in accordance with Section 3.2(d), to purchase any or all Securities of the Offered Shares for a purchase price equal to the product of the per share Purchase Price multiplied by the number of Offered Shares to be purchased by the Company, payable in cash at closing. (c) In the event that the Company does not elect to purchase all of the Offered Shares within the 45-day period specified above, the Company shall give written notice to the Shareholders (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Reoffer Notice") of the number of Offered Shares available for purchase (the "Reoffered Shares") on or before the final day of such Transfer Offer 45-day period. Each of the other Shareholders may, within 15 days after receipt of the Reoffer Notice, elect to purchase any or all of the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at Reoffered Shares for a purchase price equal to the price contained inproduct of the Purchase Price multiplied by the number of Reoffered Shares to be purchased by the Shareholder, and upon payable in cash at closing. (d) Acceptance of any Shareholder Offer or any offer of Reoffered Shares shall be evidenced by a written notice given by the same terms and conditions as Company or a Shareholder electing to purchase Reoffered Shares ("Purchasing Shareholder") to the terms and conditions contained inSelling Shareholder within the applicable time period. Each such acceptance shall specify the number of Common Shares which the Company or such Purchasing Shareholder desires to purchase. In the event that more than one Shareholder elects to purchase Reoffered Shares, the Transfer Offer number of Reoffered Shares purchasable by each Purchasing Shareholder shall be determined in accordance with the following procedures: (i) if the Purchasing Shareholder has elected to purchase a number of Reoffered Shares equal to or less than its Proportionate Share of the Reoffered Shares, it shall be entitled (and shall be accompanied deemed to have irrevocably elected) to purchase the number of Reoffered Shares that it has elected to purchase; (ii) if the Purchasing Shareholder has elected to purchase a number of Reoffered Shares greater than its Proportionate Share of Reoffered Shares, it shall be entitled (and shall be deemed to have irrevocably elected) to purchase (A) its Proportionate Share of the Reoffered Shares, plus (B) the lesser of (1) the number of Reoffered Shares which such Purchasing Shareholder has elected to purchase in excess of its Proportionate Share, or (2) the same proportion of the total number of Reoffered Shares remaining after each Purchasing Shareholder shall have been allocated Common Shares pursuant to subsection 3.2(d)(i) and 3.2(d)(ii)(A) above as (x) the number of Common Shares owned by such Purchasing Shareholder bears to (y) the total number of Common Shares owned by all Purchasing Shareholders which have elected to purchase Common Shares in excess of their respective Proportionate Share of the Reoffered Shares; PROVIDED, HOWEVER, that if any Reoffered Shares remain to be purchased after the foregoing calculation, the allocation of such remaining Reoffered Shares shall be determined by repeated application of the calculation stated in (1) and (2) above until all Reoffered Shares have been allocated. Notwithstanding anything to the contrary stated in this Section 3.2, neither the Company nor any Shareholder shall be entitled to purchase Offered Shares unless they shall have collectively elected to purchase all the Offered Shares. (e) In the event that the Company and the Purchasing Shareholders collectively elect to purchase all of the Offered Shares in accordance with Sections 3.2(c) and 3.2(d), the Company and the Purchasing Shareholders shall close such purchase of Common Shares at the principal office of the Company promptly and in any event within 30 days after the date on which either (i) the Company elected to purchase all of the Offered Shares, or (ii) the Company and/or the Purchasing Shareholders collectively elected to purchase all of the Offered Shares, unless the parties agree on a true and complete copy different place or time. At the closing of the Transfer Offer of Common Shares contemplated by this Section 3, (i) the Selling Shareholder shall deliver to the Company and/or the Purchasing Shareholder(s) the certificate or certificates representing the Offered Shares, properly endorsed for Transfer and with documentary stamps affixed (the cost of which shall identify be borne by the OfferorCompany), free and clear of all security interests, liens and restrictions other than those imposed by this Agreement, and (ii) the Transfer Securities, Company and/or the Purchasing Shareholder(s) shall deliver to the Selling Shareholder payment in full of the purchase price. Payment of the purchase price contained shall be made by certified check or wire transfer to such accounts as are designated in writing by the Transfer Offer Selling Shareholder. (f) In the event that the Company and the other material terms and conditions Shareholders do not collectively elect to purchase all of the Transfer OfferOffered Shares by the end of the 15- day period specified in Section 3.2(c). At , all of the Offered Shares may be Transferred by the Selling Shareholder to the Person(s) named in the Shareholder Offer free of the rights of first refusal set forth in this Section 3.2 at any time within 30 days after the date expiration of such period, on the receipt terms described in the Shareholder Offer and applicable Bona Fide Offer; provided, however, that such Transfer shall be permitted only if the Transferee shall have executed and delivered to the Company and each Shareholder an instrument pursuant to which such Transferee joins in and agrees to be bound by this Agreement as a Shareholder. In the event that a Transfer pursuant to the Bona Fide Offer is not consummated by the Company, Vestar proposed Transferee and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of Selling Shareholder within such 30-day period,, the Selling Shareholder may not thereafter Transfer the Offered Shares without again complying with this Section 3.2.

Rights of First Refusal. (a) Each Management Investor If, following the Transfer ----------------------- Restriction Termination Date and their Permitted Transferees agree that if, prior to a Qualified an initial Public Offering, such a Management Investor or any of its Permitted Transferees Shareholder (for this purpose, an "Offeree") receives a bona fide ------- offer (a "Transfer Offer") to purchase any or all Securities of his or her Shares that are not subject to a Restricted Share Agreement or which have vested pursuant to the applicable Restricted Share Agreement (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyin each case, the "Management Investor's Transfer GroupOffer") from any Person a Third Party (the ----- "Offeror") ), which any member of the Offer such Management Investor's Transfer Group Shareholder wishes to accept and that ------- could be consummated without violating the terms of this Agreement, then (i) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of his or her wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), ----------- (ii) the Company, Vestar and Sheridan Company or any of their designated Affiliates its designee(s) shall have the right and option to purchase all (but not less than all) of such Shares pursuant to this Section 2.6 and (iii) the Transfer Securities Offeree agrees not to sell such Shares prior to the earlier of (a) the 30-day period set forth in the second succeeding paragraph of this Section 2.6(a) and (b) the communication to the Offeree of the decision by the Company to not purchase any or all of such Shares. The Sale Notice shall contain an irrevocable offer to sell such Shares to the Company or its designee(s) in the manner set forth in this Section 2.6(a) at a purchase price equal to the price contained in and otherwise on substantially the same terms, conditions and other provisions of the Offer and shall be accompanied by a true and complete written copy of the Offer (which shall identify the Offeror). At any time within 30 days from the date of the receipt by the Company of the Sale Notice, the Company shall have the option to purchase, or to arrange for one or more Persons designated by the Company to purchase, all (but not less than all) of the Shares covered by the Transfer Offer either (i) for the same consideration and on substantially the same terms terms, conditions and conditions other provisions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority the Board, and otherwise on the same terms, conditions and other provisions as the Offer. The Company agrees to notify the Offeree as promptly as practicable of its decision regarding the members right of first refusal set forth in this Section 2.6(a) but, in no event, shall it notify the Company's Board Offeree later than the end of Directors. such 30-day period. (b) If the option referred to set forth in Section 2.6(a) is exercised by the preceding sentence is exercisedCompany, on the Company (or prior to its designee(s)) shall arrange with the 60th day Offeree a mutually convenient time (not later than ninety (90) days after the date of receipt by the CompanySale Notice) to consummate such purchase and sale and, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicableat that time, shall execute and deliver pay to the Management Investor Offeree a written agreement in cash consideration for the form included in the Transfer Offer, including representations, warranties, covenants Shares subject to such purchase and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash considerationsale, by delivering a certified bank check or checks or by wiring same day funds upon the instructions of the Offeree in (or, if the Management Investor Offeree so elects at least three business days prior to amount of the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount purchase price for such Shares and shall deliver the relevant non-cash consideration consideration, if any, to the Management Investor Offeree against delivery at to the principal office Company by the Offeree of Sheridan of (i) if the Shares have been issued in certificated form, certificates or other instruments representing the Transfer Securities so Shares being purchased, appropriately endorsed by the Management Investor Offeree. If Offeree or (ii) if the Shares have been issued in book-entry form, instructions regarding the transfer of registration of the Shares being sold to the Company on the Register. (c) If, at the end of such the 30-day period,period referred to in Section 2.6(a), the Company (or its designee(s)) has not exercised the right of first refusal in the manner set forth above, the Offeree may, during the next succeeding 60 Business Days, sell not less than all of the Shares covered by the Offer to the Offeror at a price and on terms, conditions and other provisions no less favorable to the Offeree than those contained in the Offer. Promptly after such sale, (i) the Offeree 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 requested by the Company and, thereafter, (ii) the Company shall deliver (A) if the Shares have been issued in certificated form, new certificates representing the Shares sold to the Offeror who has purchased such Shares upon delivery of old certificates issued to the Offeree and representing such Shares or (B) if the Shares have been issued in book-entry form, notices to the Offeree and the Offeror who has purchased such Shares of the registration of Transfer of such Shares. If, at the end of the 60-Business Day period referred to in this Section 2.6(c), the Offeree has not completed the sale of such Shares as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Shares.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree Except for Transfers pursuant to Section 3.1(b)(i), in the event that ifa Shareholder desires to Transfer any or all of his or its Shares (the “Offeror”), prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives the Offeror shall first obtain a bona fide written offer (from a "Transfer Offer") to purchase any or all Securities (prospective non-Affiliated purchaser for such Shares which the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes Offeror intends to accept (the "Management Investor Offeree"“Offer”). (b) The Offer shall set forth the proposed aggregate purchase price for such Shares (which shall be payable in cash), the Management Investor Offeree name and address of the prospective non-Affiliated purchaser, the date of proposed Transfer (which date shall cause be no less than thirty (30) and no more than forty-five (45) days from the date of the Offer) and all material terms and conditions upon which the proposed Transfer Offer is to be reduced to writing and made. (c) The Offeror shall provide a written notice (deliver the "Transfer Notice") of such Transfer Offer to the Company, Vestar Company and Sheridan. the other Shareholders (the “Non-Selling Shareholders”). (d) The Transfer Notice Non-Selling Shareholders shall also contain an irrevocable offer have ten (10) days (the “Period”) after receipt of the Offer in which to sell notify the Transfer Securities to Offeror that the Company, Vestar and Sheridan (in Non-Selling Shareholders accept the manner set forth below) at a price equal to the price contained in, and Offer upon the same terms and conditions as set forth in the terms and conditions contained in, the Transfer Offer and that the Non-Selling Shareholders shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offerorpurchase all, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all, of those Shares offered by the Offeror in the Offer. In the event more than one Non-Selling Shareholders shall exercise their rights of first refusal hereunder, then all such Non-Selling Shareholders electing to exercise their rights of first refusal shall purchase all of those Shares offered by the Offeror in the Offer on a pro-rata basis based on the percentage of Shares owned by such electing Non-Selling Shareholders. (e) If the Non-Selling Shareholders do not exercise their rights of first refusal as set forth herein, the Offeror shall proceed to comply with Section 3.3.2. (f) If the Non-Selling Shareholders do not exercise their rights of first refusal as set forth herein and after complying with Section 3.3.2, the Offeror (and such of the Non-Selling Shareholders who shall have exercised their tag-along rights pursuant to Section 3.3.2, if any) shall be permitted to Transfer Securities covered by the Transfer Offer either (i) for Shares to the same consideration and non-Affiliated prospective purchaser on the same terms and conditions as set forth in the Transfer Offer or provided that such sale is consummated within sixty (ii60) if days from the Transfer Offer includes any consideration other than cash, then, at the sole option expiration of the CompanyTag-Along Period, Vestarbut not earlier than the date of closing, Sheridanif any, or any of their designated Affiliates, as applicable, at set forth in the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsOffer. If the option referred Offeror fails to in close such transaction within the preceding sentence is exercisedaforesaid time period, on or then the Offeror must again comply with the terms of this Section 3.3.1 prior to any Transfer of Shares. (g) If the 60th day after Non-Selling Shareholders exercise their rights of first refusal as set forth herein, the date parties to the Transfer shall set the time for closing in connection with the purchase of receipt such Shares by the CompanyNon-Selling Shareholders, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, which closing shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery be at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed Company and held within sixty (60) days after the Offer is first received by the Management Investor Offeree. If at Non-Selling Shareholders, but not earlier than the end date of such 30-day period,closing, if any, set forth in the Offer.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public OfferingBefore any shares of Common Stock may be Transferred by any Holder, such Management Investor or shares of Common Stock shall first be offered to the Investors, as set forth below. (i) If a Holder desires to Transfer any shares of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then Common Stock owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyhim, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree selling Holder shall cause the Transfer Offer to be reduced to writing and shall provide deliver a written notice (the "Transfer Notice") of such Transfer Offer to the CompanyInvestors stating (w) its bona fide intention to Transfer such shares of Common Stock, Vestar and Sheridan. The (x) the number of shares of Common Stock proposed to be Transferred (the "Noticed Securities"), (y) the price at which it proposes to Transfer Notice shall also contain an irrevocable offer to sell the Transfer Noticed Securities to the Company, Vestar and Sheridan (in the manner set forth belowcase of a Transfer not involving a sale, such price shall be deemed to be the fair market value of the Noticed Securities as determined pursuant to Section 4(a)(iii)) at a price equal to the price contained in, and upon the same terms and conditions as the terms of payment of that price and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of sale, and (z) the Transfer Offername and address of the proposed purchaser or transferee. Such Holder shall not effect any transfer for value of the shares of Common Stock other than for money (United States dollars) or an obligation to pay money (United States dollars). At any time within 30 . (ii) For a period of thirty (30) days after the date receipt of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates each Investor shall have the right and option to purchase all that number of the Noticed Securities equal to the product obtained by multiplying (but not less than alla) the aggregate number of Noticed Securities by (b) a fraction, the numerator of which shall equal the aggregate number of shares of Common Stock owned by such Investor at the time of the Transfer Securities covered (assuming for this purpose that the Investor's holdings include all shares of Common Stock underlying the Series A Preferred Stock and Series B Preferred Stock of the Company then held by the Investor), and the denominator of which shall equal the aggregate number of shares of Common Stock owned by the selling Holder and the Investors at the time of the Transfer Offer either (isuch product being referred to as such Investor's "Pro Rata Share"). The price per share of Common Stock of the Noticed Securities purchased by the Investors pursuant to this Section 4 shall be, in the case of a sale, the price per share of Common Stock set forth in the Notice and, in the case of a Transfer not involving a sale, the fair market value of such shares of Common Stock determined pursuant to Section 4(a)(iii) for hereof, and the same consideration and purchase shall be on the same terms and subject to the same conditions as those set forth in the Notice. The right to purchase shall be exercisable by written notice to the selling Holder within the 30-day period described above, specifying the number of shares of Common Stock to be purchased and the number of shares of Common Stock, if any, such Investor desires to purchase of any of such shares which are not subscribed, as contemplated in Section 4(b)(iii). (iii) In the case of a Transfer Offer or (ii) of shares of Common Stock not involving a sale, if the Transfer Offer includes any consideration other than cashInvestors and the Transferring Holder do not reach agreement on the fair market value thereof, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, then such fair market value shall be determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on an independent and qualified investment banker or prior to the 60th day after the date of receipt appraisal firm selected by the Company, Vestar Board. This determination will be final and Sheridan of the Transfer Notice the Company, Vestar, Sheridan binding upon all parties and persons claiming under or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,through them.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior Any Stockholder desiring to make a Qualified Public Offering, such Management Investor Transfer of all or any portion of his, her or its Permitted Transferees receives a bona fide offer Common Shares (a "Transfer OfferSelling Stockholder") pursuant to an Offer shall first deliver to the Company and the other Stockholders a Stockholder's Offer in respect of such Common Shares (the "Offered Shares"). (b) Each of the Stockholders who is a member of the Group of which the Selling Stockholder is a member may, within 20 days after receipt of any Stockholder's Offer, elect, in accordance with Section 3.2(d), to purchase any or all Securities of the Offered Shares (i) for a purchase price equal to the product of the Purchase Price and the number of Offered Shares to be purchased by such Stockholder and (ii) on the payment terms set forth in the Offer. In the event more than one Stockholder elects to purchase Offered Shares pursuant to this paragraph (b), the number of Offered Shares purchasable by such stockholders shall be determined in accordance with the following procedures: (i) if the Stockholder has elected to purchase a number of Offered Shares equal to or less than its Proportionate Share of the Offered Shares, it shall be entitled to purchase the number of the Offered Shares that it has elected to purchase; (ii) if Offered Shares remain to be purchased after the allocation provided in clause (i) above, each stockholder who has elected to purchase a number of Offered Shares in excess of its Proportionate Share shall be entitled to purchase a number of such remaining Offered Shares equal to the lesser of: (A) the number of Offered Shares which such stockholder has elected to purchase in excess of its Proportionate Share, or (B) the same proportion of the total number of such remaining Offered Shares as the number of Common Shares owned by such Stockholder bears to the total number of Common Shares owned by the stockholders who have elected to purchase a number of Offered Shares in excess of the number of Offered Shares allocated to them under clause (i) of this paragraph (b); and (iii) any Offered Shares which remain to be purchased shall be allocated in accordance with clause (ii) above until either all of the Offered Shares which the stockholders have elected to purchase have been allocated or one stockholder remains who has elected to purchase additional Offered Shares, in which event all of the remaining Offered Shares which such Stockholder has elected to purchase shall be allocated to it. (c) In the event that the Stockholders who are members of the Group of which the Selling Stockholder is a member do not elect to purchase all of the Offered Shares within the 20-day period specified above, the Company shall give written notice to the other Stockholders (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Reoffer Notice") of the number of Offered Shares available for purchase (the "Reoffered Shares") on or before the final day of such Transfer Offer 20-day period. Each of the other stockholders may, within 10 days after receipt of the Reoffer Notice, elect to purchase all or any of the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan Reoffered Shares (in the manner set forth belowi) at for a purchase price equal to the price contained inproduct of the Purchase Price and the number of Reoffered Shares to be purchased by such stockholder and (ii) on the payment terms set forth in the Offer. In the event more than one of such other Stockholders elects to purchase Reoffered Shares pursuant to this paragraph (c), and upon the number of Reoffered Shares purchasable by such other Stockholders shall be determined by the same terms and conditions procedure as the terms and conditions contained in, the Transfer provided in paragraph (b) of this Section 3.2. (d) Acceptance of any stockholder's Offer and or any offer of Reoffered Shares shall be accompanied evidenced by a true writing or writings signed by the Stockholder(s) accepting same and complete copy delivered or mailed by first-class mail, postage prepaid, to the Selling stockholder within the applicable time period. Each such acceptance shall specify the number of Common Shares which such Person desires to purchase. A closing of the Transfer Offer purchase of the Offered Shares or Reoffered Shares covered by such acceptance shall take place at the principal office of the Company at 10:00 A.N. on the 40th business day after the date on which the Company received the Stockholder's Offer, unless the parties agree on a different place or time. The Purchase Price shall be payable by bank cashiers check (which shall identify or any other means acceptable to the Offeror, Selling Stockholder) at the Transfer Securities, closing. (e) In the price contained in the Transfer Offer and event that the other material terms and conditions stockholders do not together elect to purchase all of the Transfer Offer). At any time Offered Shares within 30 days after the date Company's receipt of such stockholder's Offer, all of the receipt Offered Shares may be Transferred by the Company, Vestar and Sheridan Selling Stockholder to the Person(s) named in the Stockholder's Offer free of the Transfer Noticerights of first refusal set forth in this Section 3.2 within 30 days after the expiration of such 30 day period, on the terms described in the Stockholder's Offer and subject applicable Offer. (f) The rights of first refusal of the stockholders in this Section 3.2 may be assigned by any stockholder to Section 3.8(c), the Company or to any Affiliate of such Stockholder or the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIn the event CU or its Affiliates intend, prior at any time after the occurrence of an Acquisition Event to sell, transfer or dispose of any Restricted Stock (other than to an Affiliate D-18 127 of CU in a transaction not intended to circumvent the transfer restrictions contained in this Agreement) other than (i) pursuant to a Qualified Public Offeringsale or transfer of Warrants to one or more underwriters or dealers in accordance with Section 3.4(c) (in which case Section 3.11(b) shall govern) or (ii) at any time after Home has failed for any reason to repurchase such Restricted Stock pursuant to Article II hereof on the closing date scheduled for such repurchase, such Management Investor or any then: (i) CU shall notify Home in writing of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") or its Affiliate's intention to sell, transfer or dispose of such Restricted Stock specifying the number of shares or amount of Warrants, as the case may be, proposed to be disposed of, the identity or identities of the prospective purchaser or purchasers thereof, the proposed purchase price therefor and the material terms of any or all Securities agreement relating thereto (the "Transfer SecuritiesSale Notice"); and (ii) then owned Home shall have the right, by written notice of its exercise of its right of first refusal given to CU within 15 calendar days after Home's receipt of such Management Investor notice of intention from CU, to purchase (or such Management Investor's Permitted Transferees (collectivelyto cause a Person designated by Home to purchase) all, but not less than all of, the "Management InvestorRestricted Stock specified in such notice of intention for cash at the gross price set forth therein (including broker's Transfer Group"commissions and other transaction costs of CU or its Affiliate to be paid or absorbed by the prospective purchaser) from if the terms set forth in such notice of intention provide for a cash sale. If the purchase price specified in such notice of intention include any Person property other than cash, the purchase price at which Home shall be entitled to purchase shall be (x) the "Offeror"amount of cash included in the purchase price specified in such notice of intention plus (y) which property, to the extent feasible, substantially similar to the property described in such notice of intention and in any member case of equivalent value to such property (as agreed to by Home and CU, or as determined by a nationally recognized investment banking firm selected by CU and Home). If Home shall have exercised its right of first refusal under this paragraph (a) (including the Management Investor's Transfer Group wishes designation of another purchaser as referred to accept (in the "Management Investor Offeree"next subparagraph), the Management Investor Offeree closing of the purchase of the Restricted Stock as to which such right Home shall have been exercised shall take place as promptly as practicable, but in no event more than 10 Business Days after Home gives notice of such exercise, and if such closing does not occur within such 10 days, such right of first refusal provided for herein (including any assignment thereof) shall be null and void and of no further force and effect with respect to such Restricted Stock and this Section 3.11 shall no longer apply to any sale or disposition or proposed sale or disposition of such Restricted Stock; provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory authority is required in connection with such purchase, Home shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated, or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If Home elects not to exercise, or fails to exercise or cause the Transfer Offer to be reduced exercised, its right of first refusal provided in this paragraph (a) within the time specified for such exercise or if the Federal Reserve Board or any other regulatory authority disapproves of Home's proposed purchase, The right of first refusal provided for in this paragraph (a) may only be exercised with respect to the initial sale, transfer or other disposition of the Restricted Stock by CU or an Affiliate (whether in blocks or as a whole) to a person that is not an Affiliate of CU and not to subsequent sales, transfers or other dispositions by purchasers of Restricted Stock. (b) If CU or its Affiliates at any time propose to transfer any Warrants to any underwriters or dealers pursuant to the provisions of Section 3.4, other than at any time after Home has failed for any reason to repurchase such Warrants pursuant to Article II hereof on the closing date scheduled for such repurchase, then CU shall first notify Home in writing of such intention, specifying the Warrants which it proposes to sell or transfer and the name or names of the proposed dealers or of the proposed managing underwriters in the underwriting syndicate to which the sale or transfer is proposed to be made. Home shall provide a have the right, exercisable by written notice (the "Transfer Notice") given to CU 15 calendar days after Home's receipt of such Transfer Offer notice from CU pursuant to the Companyimmediately preceding sentence, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell repurchase, or to cause a third party designated by Home to purchase, all, but not fewer than all, the Transfer Securities Warrants proposed to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as be sold or transferred on the terms and conditions contained in, the Transfer Offer hereinafter set forth. Any notice given by Home of exercise of its repurchase rights under this paragraph (b) shall specify a place in Los Angeles and shall be accompanied by a true Business Day not earlier than 10 days and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 not later than 15 days after the date of such notice for the receipt by the Company, Vestar and Sheridan closing of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) repurchase of the Transfer Securities Warrants being repurchased. The purchase price payable to Home or its designee for the repurchase of Warrants pursuant to this paragraph (b) shall be a cash price equal to the product of (x) the number of Underlying Shares covered by the Transfer Offer either relevant Warrants (icalculated as of the date of the closing of the repurchase) and (y) the Share Price on such date. At the closing of a sale of Warrants pursuant to the foregoing provisions, Home or its designee will make payment to CU of the aggregate price for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option Warrants to be repurchased in one of the Companymanners set forth in Section 2.1(c). At such closing, Vestar, Sheridan, CU shall deliver to Home or any its designee the certificates representing the Warrants to be repurchased and Home shall deliver to CU replacement certificates representing the Warrants (if any) which are not to be repurchased but were covered by the certificate or certificates surrendered by CU. Any election by Home pursuant to this paragraph to exercise its repurchase rights in respect of their designated Affiliates, as applicable, at Warrants shall be irrevocable. In the equivalent all cash price, determined event Home fails timely to exercise its repurchase rights in good faith by a majority respect of Warrants within the members of the Company's Board of Directors. If the option referred to period specified above during which it must do so or notifies CU in the preceding sentence is exercised, on or writing prior to the 60th day after expiration of such period that it does not intend to exercise such rights or its designee fails to repurchase Warrants on the date set for the closing of receipt by such a purchase, CU and its Affiliates shall be free thereafter to consummate the Company, Vestar sale and Sheridan transfer of the Transfer Notice Warrants specified in this notice to Home under this paragraph to any underwriters or dealers who agree to exercise the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Warrants and deliver to sell the Management Investor Offeree a written agreement Underlying Shares in accordance with the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreementprovisions of Section 3.4(c), and this Section 3.11 shall pay the relevant cash consideration, by delivering a certified bank check no longer apply to such sale or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end transfer of such 30-day period,Warrants.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to subsection (g) hereof, prior to for so long as a Qualified Public Offering, such Management Investor or any Purchaser is a holder of its Permitted Transferees receives a bona fide offer Common Stock (a an "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeEligible Purchaser"), the Management Investor Offeree shall cause Company agrees not to issue any of its Capital Securities or to permit the Transfer Offer Banks to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or issue any of their designated Affiliates shall have Capital Securities (such Capital Securities of the right Company and option the Banks hereinafter are deemed to be jointly covered by the term "Capital Securities") to any Person or Persons, other than in the case of Capital Securities of the Banks to the Company (a "Third Party Purchaser"), without first offering or causing the Banks to offer, as applicable, to such Eligible Purchasers the opportunity to purchase all (but not less than all) or part of the Transfer such Capital Securities covered by the Transfer Offer either (i) for being issued at the same consideration purchase price and on the same terms as are proposed to be offered to a Third Party Purchaser. For this purpose, the Company shall deliver a written notice, or cause the Banks to deliver a written notice, as applicable (in each case a "Notice"), to each Eligible Purchaser of any proposed issuance of Capital Securities which shall contain all of the material terms of the proposed issuance, including, without limitation, the purchase price and conditions as total amount of Capital Securities proposed to be issued, which terms, including, without limitation, the Transfer Offer purchase price and any conversion price or (ii) if rate of such Capital Securities, may to the Transfer Offer includes any consideration other than cash, then, at extent necessary be expressed in the sole option form of good faith estimates by the Board of Directors of the Company. (b) Upon receipt of the Notice, Vestareach Eligible Purchaser will have the right to subscribe for all or part of the Capital Securities on the same terms set forth in the Notice, Sheridan, by delivery of written notice to the Company or any of their designated Affiliatesthe Banks, as applicableapplicable ("Acceptance Notice"), in accordance with the instructions set forth in the Notice, within 20 days from the date of its receipt of the Notice (the "Offer Period"). The Acceptance Notice shall specify the amount (not exceeding all) of the Capital Securities being offered with respect to which the Eligible Purchaser wishes to exercise its subscription rights. (c) An Acceptance Notice, once given by an Eligible Purchaser in accordance with subsection (b), shall become irrevocable at the equivalent all cash price, determined in good faith by a majority end of the members Offer Period unless it is withdrawn prior to the expiration of the Company's Board of Directors. If Offer Period (any such Acceptance Notice which so becomes irrevocable being called an "Irrevocable Acceptance" and the option referred Eligible Purchaser giving such notice being an "Accepting Eligible Purchaser"). (d) (i) In the event that any Eligible Purchaser fails to in the preceding sentence is exercised, have delivered an Irrevocable Acceptance with respect to any Notice on or prior to the 60th last day after of the Offer Period with respect to such Notice, such Eligible Purchaser will have no further right to subscribe for the Capital Securities proposed to be issued in such Notice during a Free Sale Period commencing on the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at immediately following the end of the Offer Period with respect to such 30-day period,Notice.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Sections 7.2, if, prior on or after October 31, 1999, a Restricted Member desires to a Qualified Public Offering, such Management Investor or Transfer any of its Permitted Transferees receives Membership Units to any other Person (other than a Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Member (the "Offeror") which any member of shall be entitled to do so provided that such Offeror first offers to sell such Membership Interest to the Management Investor's Transfer Group wishes to accept other Restricted Member (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror shall Transfer Membership Units which are equal to more than ten percent (10%) of the then aggregate outstanding Membership Units, the member of the Special Committee elected by the BN Managers (if BN Holding or its Affiliate is the Offeror) or by the USO Managers (if USO or its Affiliate is the Offeror) shall be deemed to have resigned effective immediately upon such Transfer. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and Membership Units. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Membership Units offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject Membership Units offered for sale pursuant to the provisions of this Section 3.8(c)7.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such Membership Units shall have the right and option to purchase sell all (but not less than all) of such offered Membership Units to the Transfer Securities covered by Person identified in the Transfer Offer either (i) for Notice, subject to the same consideration and provisions of this Agreement on the same terms and conditions including the Membership Unit price as specified in the Transfer Offer or Notice, free from the restrictions of Section 7.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) if in a bona fide transaction, for a period of ninety (90) days from the Transfer date that the Offer includes expires hereunder, provided that any consideration other than cashsuch purchaser shall, thenprior to such transfer, at the sole option agree in writing to be bound by all of the Company, Vestar, Sheridan, or any provisions of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directorsthis Agreement. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at At the end of such 30-ninety (90) day period,, the Offeror shall notify the Company and the other Member in writing whether its Membership Units have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such Membership Units shall again become subject to all of the restrictions and provisions hereof. (c) The purchase price per unit for the Membership Units shall be the price per unit offered to be paid by the prospective transferee described in the Offer Notice, which price shall be paid in cash. (d) The closing of the purchase shall take place at the office of the Company or such other location as shall be mutually agreeable and the purchase price shall be paid at the closing by wire transfer of immediately available funds. At the closing, the Offeror shall deliver to the Offeree the certificates evidencing the Membership Units to be conveyed, duly endorsed and in negotiable form as well as the items listed in Section 7.4.

Rights of First Refusal. (a) Each Management Investor If, following the Transfer ----------------------- Restriction Termination Date and their Permitted Transferees agree that if, prior to a Qualified an initial Public Offering, such a Management Investor or any of its Permitted Transferees Shareholder (for this purpose, an "Offeree") receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities of his or her Shares that are not subject to a Restricted Share Agreement or which have vested pursuant to the applicable Restricted Share Agreement (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyin each case, the "Management Investor's Transfer GroupOffer") from any Person a Third Party (the "Offeror") ), which any member of the Offer such Management Investor's Transfer Group Shareholder wishes to accept and that could be consummated without violating the terms of this Agreement, then (i) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of his or her wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), (ii) the Company, Vestar and Sheridan Company or any of their designated Affiliates its designee(s) shall have the right and option to purchase all (but not less than all) of such Shares pursuant to this Section 2.6 and (iii) the Transfer Securities Offeree agrees not to sell such Shares prior to the earlier of (a) the 30-day period set forth in the second succeeding paragraph of this Section 2.6(a) and (b) the communication to the Offeree of the decision by the Company to not purchase any or all of such Shares. The Sale Notice shall contain an irrevocable offer to sell such Shares to the Company or its designee(s) in the manner set forth in this Section 2.6(a) at a purchase price equal to the price contained in and otherwise on substantially the same terms, conditions and other provisions of the Offer and shall be accompanied by a true and complete written copy of the Offer (which shall identify the Offeror). At any time within 30 days from the date of the receipt by the Company of the Sale Notice, the Company shall have the option to purchase, or to arrange for one or more Persons designated by the Company to purchase, all (but not less than all) of the Shares covered by the Transfer Offer either (i) for the same consideration and on substantially the same terms terms, conditions and conditions other provisions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority the Board, and otherwise on the same terms, conditions and other provisions as the Offer. The Company agrees to notify the Offeree as promptly as practicable of its decision regarding the members right of first refusal set forth in this Section 2.6(a) but, in no event, shall it notify the Company's Board Offeree later than the end of Directors. such 30-day period. (b) If the option referred to set forth in Section 2.6(a) is exercised by the preceding sentence is exercisedCompany, on the Company (or prior to its designee(s)) shall arrange with the 60th day Offeree a mutually convenient time (not later than ninety (90) days after the date of receipt by the CompanySale Notice) to consummate such purchase and sale and, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicableat that time, shall execute and deliver pay to the Management Investor Offeree a written agreement in cash consideration for the form included in the Transfer Offer, including representations, warranties, covenants Shares subject to such purchase and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash considerationsale, by delivering a certified bank check or checks or by wiring same day funds upon the instructions of the Offeree in (or, if the Management Investor Offeree so elects at least three business days prior to amount of the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount purchase price for such Shares and shall deliver the relevant non-cash consideration consideration, if any, to the Management Investor Offeree against delivery at to the principal office Company by the Offeree of Sheridan of (i) if the Shares have been issued in certificated form, certificates or other instruments representing the Transfer Securities so Shares being purchased, appropriately endorsed by the Management Investor Offeree. If Offeree or (ii) if the Shares have been issued in book-entry form, instructions regarding the transfer of registration of the Shares being sold to the Company on the Register. (c) If, at the end of such the 30-day period,period referred to in Section 2.6(a), the Company (or its designee(s)) has not exercised the right of first refusal in the manner set forth above, the Offeree may, during the next succeeding 60 Business Days, sell not less than all of the Shares covered by the Offer to the Offeror at a price and on terms, conditions and other provisions no less favorable to the Offeree than those contained in the Offer. Promptly after such sale, (i) the Offeree 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 requested by the Company and, thereafter, (ii) the Company shall deliver (A) if the Shares have been issued in certificated form, new certificates representing the Shares sold to the Offeror who has purchased such Shares upon delivery of old certificates issued to the Offeree and representing such Shares or (B) if the Shares have been issued in book-entry form, notices to the Offeree and the Offeror who has purchased such Shares of the registration of Transfer of such Shares. If, at the end of the 60-Business Day period referred to in this Section 2.6(c), the Offeree has not completed the sale of such Shares as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Shares.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to If a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Stockholder (the "Transfer SecuritiesTransferring Stockholder") proposes to sell or transfer any shares of Stock (other than in an Excluded Transfer as defined in Section 2(e) hereof) whether or not for consideration, then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree Transferring Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide a give written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer Company and the other material terms Stockholders (the "Non-transferring Stockholders") at least 60 days prior to the closing of such sale or transfer. Any person to whom a sale or transfer is to be made must agree to subject the Stock to be transferred to the provisions of this Agreement, and conditions the Notice must so state. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, the name and address of each prospective purchaser or transferee, and shall include a copy of any purchase agreement or similar document entered into or to be entered into. If the proposed transfer involves receipt of consideration other than cash, the Notice shall include an appraisal of the Transfer Offer). At any time fair market value of the consideration to be received by an appraiser approved in writing by the Company's Board of Directors, which approval shall not be unreasonably withheld. (b) The Company shall have the right, exercisable upon written notice to the Transferring Stockholder within 30 25 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Transferring Stockholder gave Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and acquire on the same terms and conditions as set forth in the Transfer Offer Notice, all or (ii) if any part of that number of shares of Stock proposed to be sold. If the Transfer Offer includes any Notice specifies consideration other than cash, then, at the sole option Company may elect to pay for any Stock so purchased in cash in an amount equal to the total value of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at consideration specified in the equivalent all cash price, determined in good faith by a majority appraisal equal to the fraction of the members Stock included in the Notice which the Company elects to purchase. (c) If the Company fails to exercise in full its right of first refusal pursuant to Section 2(b) above, the Transferring Stockholder shall give prompt notice of such failure to the Non-transferring Stockholders. Each Non-transferring Stockholder shall have ten (10) days from the date such notice was given by the Transferring Stockholder to agree in writing to acquire such Non-transferring Stockholder's pro rata share of the Companyunclaimed unsold portion. For purposes of this section, a Non-transferring Stockholder's Board pro rata share shall be the ratio of Directors. If (i) the option referred number of Common Stock Equivalents held by such Non-transferring Stockholder to in (ii) the preceding sentence is exercised, on or prior to the 60th day after total number of Common Stock Equivalents held by all Non-transferring Stockholders at the date of the Notice. The Transferring Stockholder shall promptly, in writing, inform each Non-transferring Stockholder which purchases all of such stockholder's pro rata share (each a "Fully Exercising Stockholder") of any other Non-transferring Stockholder's (each a "Non-fully Exercising Stockholder") failure to do likewise. During the ten-day period after receipt of such information, each Fully Exercising Stockholder shall be entitled to obtain that portion of the aggregate of the pro rata shares not subscribed for by any Non-fully Exercising Stockholder (the "Unsubscribed Shares") which is equal to proportion that the pro rata share of such Fully Exercising Stockholder bears to the Unsubscribed Shares. (d) The exercise or non-exercise by a Stockholder of a right of first refusal shall not adversely affect such Stockholder's rights to exercise rights of first refusal with respect to subsequent sales or transfers of Stock pursuant to this Section 2. (e) The following transfers are Excluded Transfers, if (but only if) the prospective purchaser or transferee becomes a party to and agrees to be bound by the Company, Vestar and Sheridan terms of this Agreement: (i) bona fide gifts to a member of a Stockholder's immediate family or a trustee for a member of a Stockholder's immediate family's trust; (ii) transfers by will upon the death of a Stockholder; and (iii) transfers by a Stockholder to a Permitted Transferee (as defined below) of such Stockholder or any stockholder or partner of such a Permitted Transferee. A "Permitted Transferee" shall mean (a) an "affiliate" as defined under Rule 144(a) of the Transfer Notice Rules and Regulations promulgated under the CompanySecurities Act of 1933, Vestaras amended (an "Affiliate"), Sheridan or (b) any other designated Affiliatesentity that is a parent or a subsidiary of a Stockholder or a subsidiary of a Stockholder's parent, and (c) any constituent partners of a Stockholder. Transfers pursuant to a divorce or dissolution of the marriage of a Stockholder shall be subject to the right of first refusal set forth in Sections 2(b) and 2(c) hereof, provided that the consideration to be received for the purpose of Section 2(a) hereof shall be deemed to be the fair market value of the securities to be transferred, determined by an appraiser selected in accordance with Section 2(a). A transferee receiving securities pursuant to subsection 2(e) shall be deemed to be an "Existing Stockholder" if the transferor was an Existing Stockholder or an "Investor" if the transferor was Warburg or an Investor, and their securities shall be deemed to be owned by an Existing Stockholder or an Investor, as applicablethe case may be, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office for all purposes of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,this Agreement.

Rights of First Refusal. (a) Each Management Investor Subject to the rights of GE and their Permitted Transferees agree that ifMeditech under Sections 3.02(a), prior to 3.04 and 3.05, if at any time during the term of this Agreement any Shareholder receives from or otherwise negotiates with a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives Third Party a bona fide offer (a "Transfer an “Offer"”) to purchase any or all Securities Common Stock held by such Shareholder, prior to consummating such Sale such Shareholder (the "Transfer Securities"“Prospective Seller”) then owned by shall provide the other Shareholders (the “Other Shareholders”) with written notice of such Management Investor or such Management Investor's Permitted Transferees Offer (collectivelyan “Offer Notice”). The Offer Notice shall identify the Third Party making the Offer, the "Management Investor's Transfer Group") from any Person number of shares of Common Stock to be purchased in the Offer (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"“Offered Shares”), the Management Investor Offeree shall cause the Transfer Offer price per share of Common Stock to be reduced to writing and shall provide a written notice paid (the "Transfer Notice") of such Transfer “Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained inPrice”), the Transfer Offer form of consideration proposed to be paid and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the all other material terms and conditions of the Transfer Offer. (b) If the Offer Price specified in an Offer Notice is payable in property other than cash, the Other Shareholders shall have the right to pay the Offer Price in cash in an amount equal to the value of such property at the time of payment. If the Prospective Seller and the Other Shareholders who wish to purchase the Offered Shares (acting together) cannot agree on the cash value of such property within ten days after such Other Shareholders’ receipt of the Offer Notice, the value of such property shall be determined by an appraiser of recognized standing selected jointly by the Prospective Seller and such Other Shareholders (acting together). At If they cannot agree on an appraiser within 20 days after receipt of the Offer Notice, within a further five-day period, the Prospective Seller and such Other Shareholders (acting together ) shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing to determine the value of such property. The value of such property shall be determined by the appraiser selected pursuant to this Section 3.03(b) within one month from its appointment, and such determination shall be final and binding on the Prospective Seller and such Other Shareholders. The cost of such appraisal shall be shared equally by the Prospective Seller, on the one hand, and such Other Shareholders, on the other hand (each Other Shareholder shall pay its pro rata portion of such costs based on the number of Offered Shares acquired by each such Other Shareholder). If the Offer Period as specified in Section 3.03(c)(ii) has expired but for the determination of the value of the Offer Price offered by the Prospective Seller, then the Offer Period shall be extended to the fifth Business Day after such valuation shall have been determined to be final and binding pursuant to this Section 3.03(b). (i) The receipt of an Offer Notice by the Other Shareholders from a Prospective Seller shall constitute an offer by such Prospective Seller to sell to such Other Shareholders at the Offer Price any time or all of the Offered Shares pro rata, in accordance with the following formula. Each such Other Shareholder shall be entitled to purchase, upon the terms specified in the Offer Notice, a number of shares of Common Stock equal to (x) the number of Offered Shares multiplied by (y) a fraction, the numerator of which is the number of shares of Common Stock owned by such Other Shareholder and the denominator of which is the number of shares of Common Stock owned by all Other Shareholders who wish to purchase Offered Shares. If any Other Shareholder wishes to purchase less than all the shares of Common Stock such Other Shareholder is entitled to purchase in accordance with the preceding sentence, the shares of Common Stock such Other Shareholder declines to purchase shall be allocated among the Other Shareholders who wish to purchase such additional Common Stock (the “Additional Common Stock”) according to the same formula, mutatis mutandis. (ii) Such offer shall remain open and irrevocable for a period of 30 days after receipt of the Offer Notice by the Other Shareholders (as may be extended pursuant to Section 3.03(b), the “Offer Period”). Each Other Shareholder may accept the offer by sending a written notice of election (the “Notice of Election”) to the Prospective Seller with a copy to the Other Shareholders prior to expiration of the Offer Period. The Notice of Election shall specify the maximum number of shares of Common Stock such Other Shareholder is willing to purchase pursuant to this Section 3.03, including any shares of Additional Common Stock, if any, and any other terms and conditions not inconsistent with this Agreement. Upon expiration of the Offer Period the Prospective Seller shall allocate in accordance with this Section 3.03 any shares to be sold pursuant to this Section 3.03 and promptly notify each Other Shareholder of its determination. (iii) If an Other Shareholder (an “Accepting Party”) agrees with the Prospective Seller’s allocation of Offered Shares in accordance with Section 3.03(c)(ii) (the “Accepted Shares”) it shall, within five days of receipt of the Prospective Seller’s notice delivered in accordance with Section 3.03(c)(ii), purchase from the Prospective Seller, and the Prospective Seller shall sell to such Accepting Party, the Accepted Shares at the Offer Price and in accordance with all the material terms and conditions of the Offer set out in the Offer Notice; provided that the Accepting Party may pay the Offer Price in cash in amount equal to the value of any property included in the Offer Price determined pursuant to subparagraph (b) above. (d) The Prospective Seller and each Accepting Party shall determine a closing date for the sale of the Accepted Shares, which date shall be no later than 30 days after the date expiration of the receipt Offer Period (or longer if required by applicable Law). At the closing, the Prospective Seller shall, against delivery of the applicable purchase price, deliver to the Accepting Party certificates evidencing the Offered Shares being sold to such Accepting Party, duly endorsed and, if applicable, accompanied by written instruments of transfer in form reasonably satisfactory to such Accepting Party, duly executed by the Company, Vestar Prospective Seller free and Sheridan clear of any and all Encumbrances (other than Encumbrances imposed by this Agreement). (e) Any Offered Shares not purchased by Accepting Parties pursuant to this Section 3.03 (whether as a result of a failure of any Other Shareholder to exercise its rights hereunder or to comply with the timing obligations hereunder) may be sold by the Prospective Seller to the Third Party specified in Section 3.03(a) at a price not lower than that contained in the Notice of Election and on terms not more favorable to such Third Party than were contained in the Notice of Election. Such sale must be completed within 60 days (or longer if required by applicable Law) after the expiration of the Transfer NoticeOffer Period. In any event, and subject to Section 3.8(c)if such Sale is not completed within 90 days after the expiration of the Offered Period, the CompanyProspective Seller shall no longer be permitted to sell such Offered Shares pursuant to this Section 3.03 without again fully complying with the provisions of this Section 3.03 and all the restrictions on sale, Vestar and Sheridan transfer, assignment or any other disposition contained in this Agreement shall again be in effect. (f) Notwithstanding anything to the contrary in this Section 3.03, the provisions of their designated Affiliates this Section 3.03 shall have the right and option not apply to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration any Sale to a Permitted Transferee, and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration Sale by a Shareholder, other than casha Significant Shareholder, then, at the sole option of the Company, Vestar, Sheridan, to Chengxuan or any of their designated its Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,, 20 17 the Company, Vestar and Sheridan have not delivered written notice of exercise by them of their right to purchase the Transfer Securities pursuant to this Section 3.8 or if at the end of such 60-day period, the Company, Vestar and Sheridan have not tendered the purchase price for such shares in the manner set forth above, the Management Investor Offeree shall be free for a period of 90 days from the end of such 30- or 60-day period, as applicable, to Transfer not less than all of the Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice (including the execution and delivery of any written agreement in the form included in the Transfer Offer). Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Company to become a party hereto and be bound to the same extent as the Management Investor Offeree by the provisions hereof. Promptly after such sale, the Management Investor Offeree 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 requested by the Company. If for any reason any Management Investor Offeree does not Transfer Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice, or if any Management Investor Offeree wishes to sell the Transfer Securities on terms other than those set forth in the Transfer Notice, the provisions of this Section 3.8 shall again be applicable to the Transfer Securities. (b) The closing of the purchase of the Transfer Securities by the Company, Sheridan, Vestar or any of their designated Affiliates, as appropriate, upon exercise of its right of first refusal pursuant to Section 3.8(a) shall take place at the principal office of Sheridan on a date specified by the Company, Sheridan, Vestar or any of their designated Affiliates, as applicable, no later than the last day of the 60-day period after the giving of the Transfer Notice. (c) Notwithstanding anything in this Section 3.8 to the contrary, (i) neither Vestar nor any of its designated Affiliates may exercise a right of first refusal under this Section 3.8 unless Vestar has received a written notice from the Company indicating the Company's intention not to exercise such right of first refusal (a "No ROFR Notice") and (ii) neither Sheridan nor any of its designated Affiliates may exercise a right of first refusal under this Section 3.8 unless Sheridan has received a No ROFR Notice from Vestar.

Rights of First Refusal. 12.2.1 In the event that the Right of First Offer set forth in Section 12.1 is not exercised, and (a) Each Management Investor and their Permitted Transferees agree that if, prior any Minority Member wishes to Transfer all or any portion of its Units to a Qualified Public OfferingSimilar Competitor, such Management Investor or (b) NBM wishes to Transfer all or any portion of its Permitted Transferees receives Units to an Insufficient Rated Party (in the case of each of the foregoing clauses (a) and (b)), whether on its own initiative or in response to a bona fide offer from any Person, to any Person, (a "Transfer Offer") to purchase any or all Securities (for purposes of this Section 12.2, such Transferring Member being the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeSelling Member"), the Management Investor Offeree Selling Member, in addition to complying with Section 12.1, shall cause the Transfer Offer to be reduced to writing and shall provide a give written notice (the "Transfer NoticeROFR Notice of Sale") of such Transfer Offer to NBM (if NBM is not the Selling Member) and/or Jefferies (if Jefferies is not the Selling Member), with a copy in each case to the Companyother Members, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to of the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of such sale for the Transfer OfferUnits (the "ROFR Offered Units") to a third party, and the name and address of the proposed transferee (if applicable). At any time within 30 days after the date The receipt of the receipt ROFR Notice of Sale by NBM or Jefferies, as applicable (the "ROFR Offerees"), shall constitute an offer by the CompanySelling Member to sell the Offered Units to the ROFR Offerees. Such offer, Vestar and Sheridan unless revoked by written notice given by the Selling Member to the ROFR Offerees prior to acceptance by ROFR Offerees shall remain outstanding for a period of 20 Business Days after receipt of the Transfer Notice, and subject ROFR Notice of Sale by ROFR Offerees (the "ROFR Offer Period"). The ROFR Offeree may accept such offer as to Section 3.8(c), all of the Company, Vestar and Sheridan or any ROFR Offered Units by giving written notice to the Selling Member (with a copy to the other Members) (a "ROFR Notice of their designated Affiliates shall have the right and option Purchase") of its intention to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for such Offered Units at the same consideration price and on the same terms and conditions as specified in the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option ROFR Notice of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsSale. If the option referred Selling Member is Jefferies or a Permitted Transferee of Jefferies, the proposed transferee is a Similar Competitor and NBM does not exercise its right of first refusal under this Section 12.2.1, the transferee will not assume Xxxxxxxxx'x right to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan approve any of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver matters set out on Exhibit B pursuant to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Section 7.4.2.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, at any time prior to the consummation of the earlier to occur of a Company Sale or a Qualified Public Offering, a holder of Equity Securities (a “Selling Holder”) proposes a Sale of any Equity Securities (the “Offered Securities”) held by it to a Person who is not an Affiliate of such Management Investor Selling Holder (the “Third Party”), prior to any such Sale (other than any Sale by any Member to Sciens or any an Affiliate of its Permitted Transferees receives Sciens) it shall, unless such Sale is a Drag-Along Sale (in which event the provisions of Section 6.4.4, rather than the provisions of this Section 6.4.3, shall apply), obtain a bona fide fide, arm’s-length written offer (a "Transfer “Bona Fide Offer"”) from such Third Party for the purchase of such Offered Securities and shall give written notice of the proposed Sale (the “Sale Notice”) to purchase any or all (i) the Company and (ii) each of the other Common Members (the “Prospective Buyers”), accompanied by a copy of the Bona Fide Offer and evidence demonstrating to the reasonable satisfaction of the Company the Third Party’s ability to consummate the Sale of the Offered Securities in accordance with the terms of the Bona Fide Offer, The Bona Fide Offer shall include (x) the identity of the Third Party, (y) the price per unit (which shall be in cash and/or marketable securities only) being offered by the Third Party for the Offered Securities (the "Transfer Securities"“Offer Price”) then owned by and (z) all other material terms of the Bona Fide Offer. Notwithstanding the foregoing, this Section 6.4.3 shall not apply to any transfer permitted under Section 6.4.1(a)(iii). (b) Unless such Management Investor or such Management Investor's Permitted Transferees (collectivelySale is a Drag-Along Sale, for a period of 30 days following its receipt of the Sale Notice, the "Management Investor's Transfer Group") from Company shall have an irrevocable option to purchase all or any Person (the "Offeror") which any member portion of the Management Investor's Transfer Group wishes Offered Securities at the Offer Price and subject to accept the same material terms and conditions as described in the Bona Fide Offer, exercisable by delivery of notice to the Selling Holder, with a copy to each of the Prospective Buyers, specifying the number of Offered Securities with respect to which the Company is exercising its option. If the Company fails to purchase all of the Offered Securities by exercising the option granted in this Section 6.4.3(b) within the period provided, the Offered Securities shall be subject to the options granted to the Prospective Buyers pursuant to this Agreement. (c) Unless such Sale is a Drag-Along Sale, if the "Management Investor Offeree"Company has declined to purchase all or a portion of the Offered Securities pursuant to Section 6.4.3(b), then the Management Investor Offeree Selling Holder shall cause the Transfer Offer to be reduced to writing and shall provide a written give each Prospective Buyer an additional notice (the "Transfer “Additional Sale Notice"”), which shall include all of the information required in a Sale Notice and shall additionally identify the Offered Securities that the Company has declined to purchase (the “Remaining Securities”) and briefly describe the Prospective Buyers’ rights of first refusal with respect to the proposed Sale. For a period of 30 days following its receipt of the Additional Sale Notice, each of the Prospective Buyers shall have an irrevocable option to purchase its respective pro rata portion of the Remaining Securities at the Offer Price and subject to the same material terms and conditions as described in the Bona Fide Offer. Each Prospective Buyer may exercise such option and, thereby, purchase all or any portion of its pro rata share (with any reallotments as provided below) by notifying the Selling Holder and the Company in writing (the “Prospective Buyer Notice”) before the expiration of the 30 day period as to the maximum number of Remaining Securities it wishes to purchase (including any reallotment). Each Prospective Buyer’s pro rata share of the Remaining Securities shall be a fraction of the Remaining Securities, of which the number of outstanding Common Units owned by the Prospective Buyer on the date of the Sale Notice shall be the numerator and the total number of outstanding Common Units held by all of the Prospective Buyers shall be the denominator. Each Prospective Buyer shall have the right of reallotment such that, if any other Prospective Buyer fails to exercise the option to purchase its full pro rata share of the Remaining Securities, the other participating Prospective Buyers may exercise an additional option to purchase, on a pro rata basis, the Remaining Securities not previously purchased. Each Prospective Buyer’s pro rata share of such Transfer realloted Remaining Securities shall be a fraction of such Remaining Securities, of which the number of outstanding Common Units owned by the Prospective Buyer on the date of the Sale Notice shall be the numerator and the total number of outstanding Common Units held by all of the Prospective Buyers that exercised the option to purchase their full pro rata share of the Remaining Securities shall be the denominator. (d) Notwithstanding the foregoing provisions of this Section 6.4.3, the Selling Holder may indicate in the Sale Notice and subsequent Additional Sale Notice that neither the Company nor any Prospective Buyer may purchase any Offered Securities or Remaining Securities unless all of the Offered Securities are to be purchased (whether by the Company or the Prospective Buyers, or any combination thereof). (e) If all notices required to be given pursuant to this Section 6.4.3 have been duly given, and the Company and the Prospective Buyers determine not to exercise their respective options to purchase the Offered Securities at the Offer Price or determine, subject to the provisions of Section 6.4.3(d), to exercise their options to purchase less than all of the Offered Securities, then the Selling Holder shall have the right, for a period of 60 days (or such longer period as may be necessary to obtain any regulatory or other governmental approvals or consents in connection with such Sale) from the earlier of (i) the expiration of the last applicable option period pursuant to this Section 6.4.3 or (ii) the date on which such Selling Holder receives notice from the Company and all of the Prospective Buyers that they will not exercise in whole or in part the options granted pursuant to this Section 6.4.3, to sell to the Third Party the Offered Securities remaining unsold under this Section 6.4.3 at a price not less than the Offer Price and on terms no more favorable to the Third Party than the terms set forth in the Bona Fide Offer; provided, that prior to any such Sale to a Third Party such Third Party executes and delivers to the Company, Vestar for the benefit of the Company and Sheridan. all Members, the joinder required pursuant to Section 6.4.1(a). (f) The Transfer Notice shall also contain an irrevocable offer closing of any Sale pursuant to sell the Transfer Securities this Section 6.4.3 (other than to the Company, Vestar and Sheridan (in the manner set forth belowThird Party) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 take place not later than 90 days after the date Company’s receipt of the receipt Sale Notice. At the closing of any such Sale, the Selling Holder shall deliver certificates evidencing the Offered Securities and/or Remaining Securities being sold duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to the purchasers thereof, duly executed by the CompanySelling Holder, Vestar free and Sheridan clear of any liens, against delivery of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Price therefor.

Rights of First Refusal. Upon receipt of a Transfer Notice and subject to all of the provisions of this Section 6.2, the Other Shareholders shall have the following rights and options: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") the Other Shareholders shall have the right to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member up to its Pro Rata Share of the Management InvestorOfferor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as on the terms and conditions contained in, in the Transfer Offer and shall be accompanied by a true and complete copy Notice. (b) Within the Acceptance Period, each of the Transfer Offer Other Shareholders may give to the Transferring Shareholder a notice in writing (which shall identify an "ACCEPTANCE NOTICE") accepting the Offeror, the Transfer Securities, the price offer contained in the Transfer Offer Notice and specifying the other material terms and conditions maximum number of the Transfer OfferOfferor's Securities it wishes to acquire (which number may be greater than or less than its Pro Rata Share). At any time within 30 days after the date Each of the receipt by Other Shareholders shall have the Company, Vestar and Sheridan right to purchase up to its Pro Rata Share of the Offeror's Securities (which for purposes of this Section 6.2 shall be calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as nearly as may be determined without division into fractions and, if available, a number of the Offeror's Securities greater than its Pro Rata Share up to a stated maximum. Any Other Shareholder who does not give an Acceptance Notice within the Acceptance Period shall be deemed to have declined to purchase any of the Offeror's Securities. If any Other Shareholder does not give an Acceptance Notice within the Acceptance Period or specifies in its Acceptance Notice a number of Shares less than its Pro Rata Share, the resulting unaccepted Offeror's Securities shall be deemed to have been offered by the Transferring Shareholder to such of the Other Shareholders who specified in their respective Acceptance Notices a desire to acquire a number of the Offeror's Securities greater than their Pro Rata Share, and each such Other Shareholder is, subject to Section 3.8(cthe maximum number of the Offeror's Securities specified in its Acceptance Notice, entitled to acquire its Pro Rata Share (calculated relative to each of the other Shareholders wishing to purchase more than its Pro Rata Share) of the unaccepted Offeror's Securities based upon the number of Shares (calculated on an as-if converted to Common Shares basis) beneficially owned by such Other Shareholders (calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as between themselves, or in such other proportion as such Other Shareholders may agree in writing. If the CompanyOther Shareholders, Vestar and Sheridan or any of them, give Acceptance Notices within the Acceptance Period confirming their designated Affiliates shall have the right and option agreement to purchase all of the Offeror's Securities, the sale of the Offeror's Securities to such Other Shareholders shall be completed within 15 Business Days of the expiry of the Acceptance Period. (c) If the Other Shareholders do not give notice of acceptance prior to the expiry of the Acceptance Period which would result in the purchase of all, but not less than all) , of the Transfer Offeror's Securities, the Transferring Shareholder will, notwithstanding any notices of acceptance of the Offeror's Securities, subject to the provisions of Section 6.3, have the right to sell the Offeror's Securities covered by to the Third Party Offeror for a period of 60 Business Days from the expiration of the Acceptance Period for a price not less than that provided for in the Transfer Offer either (i) for the same consideration Notice and on the same terms and conditions as not materially more favourable than those set out in the Transfer Offer Notice, provided that such Third Party Offeror first executes and delivers to the Corporation an Assumption Agreement. If such Transfer is not consummated within such 60 Business Day period, the Transferring Shareholder will not Transfer any of the Offeror's Securities without again complying with all of the provisions of Section 6.1 and Section 6.2. (d) Any Transfer entered into in connection with this Section 6.2 shall not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iie) if For greater certainty, no rights shall arise under this Article 6 in respect of any purchases by Other Shareholders pursuant to the exercise of rights under this section. (f) The provisions of Sections 6.1 and 6.2 shall not apply to the Transfer Offer includes of any consideration other than cashShares pursuant to the provisions of Section 6.3, then6.4 or Article 7 and which are exercised in accordance with the terms thereof. (g) Each Other Shareholder may assign its right to exercise its right of first refusal under this 6.2, at in whole or in part, to any of its Affiliates, or, in the sole option case of EdgeStone or any member of the CompanyXxxxxxxx Group, Vestar, Sheridan, to any member or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If EdgeStone Group or the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated AffiliatesXxxxxxxx Group, as applicablethe case may be, shall execute provided such member or members (and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringControlling Persons) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,have first entered into an Assumption Agreement.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifY2 hereby grants to Logistics the unassignable, prior irrevocable right of first refusal of Y2's intent to a Qualified Public Offeringsell, such Management Investor transfer, or otherwise assign the manufacturing rights of any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase Y2's other filters which are the subject of any issued, pending or all Securities applied for patent by the USPTO (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeSubsequent Rights"), the Management Investor Offeree . Y2 shall cause the Transfer Offer first offer such Subsequent Rights to be reduced to writing and shall provide Logistics by delivery of a written notice (the "Transfer Offer Notice") to Logistics specifying the type of such Transfer Offer rights proposed to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securitiessold or transferred, the price contained in the Transfer Offer to be paid for such shares and the other material terms and conditions of the Transfer Offerproposed sale. Logistics shall have the right to purchase all but not less than all of the Rights specified in the Offer Notice, which right may be exercised only by delivery to Y2 within 10 business days after the Offer Notice shall have been delivered to Y2 of a written notice (the "Acceptance Notice) setting forth its acceptance of Y2's offer. In the event that Logistics does not deliver an Acceptance Notice to Y2 by the close of business on the tenth business day following Y2's delivery of an Offer Notice (the "Last Acceptance Day"). At , Y2 (or Y2's Subsidiaries or Y2 and its affiliates) shall be free to sell or transfer the Subsequent Rights specified in the Offer Notice for a period of 90 days after the Last Acceptance Day to one or more Persons; provided, however, that any time Rights not sold within such 90 day period shall thereafter be offered to Logistics in accordance with this Section 5.2 In the event that Logistics delivers an Acceptance Notice prior to the Last Acceptance Day, the closing of the purchase of Subsequent Rights by Y2 shall take place 30 days after the date of the receipt completion of due diligence by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Logistics.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to the prior written consent of each Investor, prior to a Qualified Public Offeringif any of the Founder, such Management Investor Xx. XX Xxxxx, the Founder Holdcos, or any of its Permitted Transferees receives the ESOP SPVs (each, a bona fide offer “Transferor”) proposes to sell, assign or transfer to any third party all or any part of the shares directly or indirectly held by such Transferor in the Company (a "Transfer Offer"the “Offered Shares”), then the Investor (the “ROFR Right Holder”) shall have the right of first refusal (the “Right of First Refusal”) to purchase all or any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member part of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and Offered Shares upon the same terms and conditions as upon which the terms and conditions contained in, proposed Transfer is to be made. The transfer by the Transfer Offer and Transferor with respect to the Offered Shares shall be accompanied by a true and complete copy conducted in accordance with the following procedures. (i) Transferor shall give each of the ROFR Right Holder written notice of the Transferor’s intention to make the transfer of the Offered Shares (the “Transfer Offer (Notice”), which shall identify include (i) the Offerornumber of the Offered Shares, the Transfer Securities, (ii) the price contained in or any other consideration of any nature, (iii) the Transfer Offer and the other material terms and conditions upon which the proposed transfer is to be made, (iv) the Option Period (as defined in Section 4.4(ii) below), and (v) the identity of the prospective transferee, and to the best knowledge of the Transferor, the identity of actual controller of the prospective transferee and the beneficial owner of the Offered Shares after the transfer is completed. Once the Transfer Notice is issued, the Transfer Notice shall become irrevocable. (ii) Each ROFR Right Holder shall have an option for a period of thirty (30) days following receipt of the Transfer Offer). At Notice (the “Option Period”) to elect to purchase all or any time within 30 days after the date portion of its respective Pro Rata Share of the receipt by Offered Shares at the Company, Vestar and Sheridan of the Transfer Notice, same price and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or Notice, by notifying the Transferor and the Company in writing (the “Acceptance Notice”) before expiration of the Option Period as to the number of such Offered Shares that it wishes to purchase. (iii) For the purposes of Section 4.4(ii), each ROFR Right Holder’s “Pro Rata Share” of such Offered Shares shall be equal to (i) the total number of such Offered Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such ROFR Right Holder and the denominator of which shall be the total number of Ordinary Shares held by all Exercising Shareholder (as defined below), in each case, calculated on an as-converted basis. (iv) If any ROFR Right Holder declines or fails to exercise or fully exercise its right to purchase its entire Pro Rata Share of such Offered Shares, or if any ROFR Right Holders fails to respond before the expiration of the Option Period, the Transfer may, within thirty (30) days after the expiration of the Option Period, effect a Transfer of the remaining Offered Shares to the prospective transferee at the same or higher price and upon nonprice terms no more favorable than those specified in the Transfer Notice. (v) If, within forty (40) Business Days after the ROFR Right Holder sends the Acceptance Notice (the “ROFR Exercise Period”) or within any other period otherwise agreed by the Transferor and the given ROFR Right Holder, the Transferor and the ROFR Right Holder that sends the Acceptance Notice within the Option Period (the “Exercising Shareholder”) fail to execute a share transfer agreement with respect to the Offered Shares, the Exercising Shareholder shall be deemed as having waived the Right of First Refusal, and subject to Section 4.5 (Right of Co-Sale), the Transferor shall have the right to transfer the Offered Shares (with respect to which the Right of First Refusal was not exercised) upon the terms and conditions no more favorable than those specified in the Transfer Notice. (vi) If any change is made to the terms or conditions specified in the Transfer Notice, or if the Transfer Offer includes any consideration other than cash, then, at Transferor has not consummated the sole option transfer of the Company, Vestar, Sheridan, or any Offered Shares (including by execution of their designated Affiliates, as applicable, at a share transfer agreement with respect to the equivalent all cash price, determined in good faith by a majority transfer of the Offered Shares and update of the register of members of the Company's Board Company to reflect the prospective transferee as a shareholder of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th Company within ninety (90) day period after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice Option Period, then the CompanyTransferor shall not thereafter transfer any Offered Shares without again first offering such Offered Shares in accordance with this Section 4.3, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Section 4.4 and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Section 4.5.

Rights of First Refusal. (a) Each Management At least 15 business days before any Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, may effect any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Series A Preferred Stock (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeOffered Stock"), the Management Investor Offeree shall cause the Transfer Offer other than to a Permitted Transferee (as defined below) who agrees in writing to be reduced to writing and bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Transfer Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Transfer Offer to the Company, Vestar and SheridanOffered Stock. The Transfer Notice Corporation shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall then have the right and option (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase all (but not less than allor designate one or more other person(s) of the Transfer Securities covered by the Transfer Offer either (ior entity(ies) for the same consideration and to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Transfer Offer Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or (iiits designee(s)) if shall effect the Transfer Offer includes any consideration other than cashpurchase of the Offered Stock, thenincluding payment of the purchase price, at the sole option Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the CompanyCorporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, Vestarproperly endorsed for transfer. If purchased by the Corporation, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the members Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the CompanyInvestor's Board Notice, the selling Investor shall have a period of Directors. If the option referred up to in the preceding sentence is exercised, on or prior to the 60th day [30] business days after the date of receipt by the Company, Vestar and Sheridan of the Transfer Investor's Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if earlier, the Management Investor Offeree so elects at least three business days prior date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the closing date in a writing specifying Transferee for the Management Investor Offeree's bank account same price as, and upon such other wire Transfer instructions, by wire transferring) the appropriate amount terms and shall deliver the relevant non-cash consideration conditions which are not materially more favorable to the Management Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor Offeree against delivery at shall have the principal office option, exercisable by written notice to the Corporation delivered within 10 days following the date of Sheridan the Corporation's Response Notice, to effect the sale of certificates or other instruments representing the Offered Stock pursuant to one of the following alternatives: 6 7 (a) Transfer Securities so purchased, appropriately endorsed by of the Management Investor Offeree. If at Offered Stock to the end of such 30-day period,Transferee in compliance with this Section 2.2 as if the Corporation did not exercise the First Refusal Right; or

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, at any time prior to a the Qualified Public Offering, such Management Investor any Stockholder desires to Transfer any Common Stock or any of its Permitted Transferees receives Preferred Stock to a Third Party or another stockholder in a bona fide Transfer otherwise permitted by Article 4, such Stockholder (the “Seller”) shall give notice (an “Offer Notice”) to each other Stockholder (the “Non-Selling Stockholders”), and to the Company that such Seller desires to make such Transfer (a “Sale”) and that sets forth the number of Common Shares (and, if applicable, Preferred Shares) proposed to be Transferred by the Seller (the “Offered Securities”), the price per share that such Seller proposes to be paid for such Offered Securities (the “Offer Price”), the other terms and conditions of such sale and the proposed purchaser in such sale (together with reasonably sufficient information to allow the Non-Selling Stockholder in its sole determination to identify the relevant Third Party). No Sale subject to this Section 5.03 may be made for any consideration other than cash. (b) The giving of an Offer Notice to the Non-Selling Stockholders and the Company shall constitute an offer (the “Offer”) by such Seller to Transfer the Offered Securities to such Non-Selling Stockholders for cash at the Offer Price and on the other terms set forth in the Offer Notice, but subject to Section 4.06 and Section 6.06. The Non-Selling Stockholders receiving such Offer Notice shall have a "Transfer thirty (30)-day period from delivery of the Offer Notice (the “Offer Period”) in which to accept such Offer as to all or a portion of the Offered Securities by giving a written notice of acceptance (which shall include the number of Common Shares (and, if applicable, Preferred Shares) such Non-Selling Stockholder elects to purchase) to such Seller (together with a copy thereof to the Company) prior to the expiration of such Offer Period (the “Offer Acceptance”). If any Non-Selling Stockholder fails to provide the Offer Acceptance to the Seller and the Company prior to the expiration of the Offer Period, it shall be deemed to have declined such Offer". If the Non-Selling Stockholders in aggregate elect to purchase more than the number of Offered Securities, then the number of Common Shares (and, if applicable, Preferred Shares) to be acquired by Non-Selling Stockholders who have properly elected to purchase Common Shares (and, if applicable, Preferred Shares) pursuant to this Section 5.03 shall be determined as follows: (i) first, each such Non-Selling Stockholder that has elected to purchase Common Shares (and, if applicable, Preferred Shares) will be entitled to acquire the lesser of the number of Common Shares (and, if applicable, Preferred Shares) it elected to purchase and its Pro Rata Portion relative to all other Non-Selling Stockholders electing to purchase Common Shares (and, if applicable, Preferred Shares) (the “First Purchase Allocation”), (ii) second, if following the First Purchase Allocation all Common Shares (and, if applicable, Preferred Shares) offered by the Seller have not been allocated pursuant to clause (i) of this Section 5.03(b), and one or more Non-Selling Stockholders have elected to purchase more Common Shares (and, if applicable, Preferred Shares) than have been allocated to them, such remaining Common Shares (and, if applicable, Preferred Shares) will be allocated amongst such remaining Non-Selling Stockholders on the same basis as pursuant to clause (i) of this Section 5.03(b) mutatis mutandis and (iii) this process will be repeated until all Common Shares (and, if applicable, Preferred Shares) offered for sale by the Seller have been allocated. The Company shall notify the Seller and all Non-Selling Stockholders electing to purchase Common Shares (and, if applicable, Preferred Shares) of the final Purchase Number (as defined below) of Common Shares (and, if applicable, Preferred Shares) purchased within two (2) Business Days of the last day of the Offer Period. If the Non-Selling Stockholders in aggregate elect to purchase less than the number of Common Shares (and, if applicable, Preferred Shares) being offered by the Seller, the Company shall notify the Seller and all Non-Selling Stockholders electing to purchase Common Shares (and, if applicable, Preferred Shares) within two (2) Business Days of the end of the Offer Period and no Non-Selling Stockholder will be entitled to purchase any or all Securities of Common Shares (the "Transfer Securities"and, if applicable, Preferred Shares) then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyit elected to purchase. With respect to each Non-Selling Stockholder, the "Management Investor's Transfer Group"number of Common Shares (and, if applicable, Preferred Shares) from any Person allocated to such Non-Selling Stockholder (and, if applicable, Preferred Shares) for purchase in accordance with this Section 5.03(b) is referred to as such Non-Selling Stockholder’s “Purchase Number”. (c) If the "Offeror") which any member Non-Selling Stockholders elect to purchase all of the Management Investor's Transfer Group wishes to accept Offered Securities, then each Non-Selling Stockholder that has accepted the Offer shall purchase and pay, by bank or certified check (in immediately available funds), for its Purchase Number of Offered Securities on the "Management Investor Offeree"terms of the Offer within ten (10) Business Days after the date that is the earlier of (i) the last day of the Offer Period, and (ii) the date on which all Non-Selling Stockholders have made their elections (provided that in the case of this clause (ii), the Management Investor Offeree Seller shall cause immediately (and in any event, not later than 24 hours) notify each Non-Selling Stockholder who has properly elected to purchase Offered Securities of such date) (such earlier date, the “Trigger Date”), provided that, if the Transfer Offer of such Offered Securities is subject to any prior regulatory approval, the time period during which such Transfer may be reduced to writing and consummated shall provide a written notice be extended until the expiration of five Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 90 days after the Trigger Date (the "Transfer Notice") last day of such 90 day extension period is referred to herein as the “Regulatory Drop Dead Date,” and any failure of a Transfer Offer to occur by the Regulatory Drop Dead Date as a result of the failure to obtain any such regulatory approval is referred to as a “Regulatory Sale Failure”). (d) If the Non-Selling Stockholders do not elect to purchase all of the Offered Securities (pursuant to the Companyprovisions above including a Regulatory Sale Failure), Vestar and Sheridan. The then commencing on the Trigger Date, the Seller shall have a 90-day period from the end of the Offer Period during which to effect a Transfer Notice shall also contain an irrevocable offer to sell of any or all of the Transfer Offered Securities on substantially the same or more favorable (as to the Company, Vestar and Sheridan (in the manner set forth belowSeller) at a price equal to the price contained in, and upon the same terms and conditions as were set forth in the terms and conditions contained inOffer Notice at a price in cash not less than the Offer Price, provided that, if the Transfer Offer and is subject to regulatory approval, such 90-day period shall be accompanied by a true and complete copy extended until the expiration of five (5) Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days. After the end of such 90-day period, if the Seller does not consummate the Transfer of the Transfer Offer (which shall identify Offered Securities in accordance with the Offerorforegoing time limitations, then the right of the Seller to effect the Transfer Securitiesof such Offered Securities pursuant to this Section 5.03(d) shall terminate and the Seller shall again comply with the procedures set forth in this Section 5.03, the price contained in if applicable, with respect to any proposed Transfer of Company Securities to a Third Party or another stockholder. (e) Notwithstanding Section 5.03(d) above, if the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and is subject to Section 3.8(c5.01, and less than all of the Offered Securities are elected to be purchased by the Non-Selling Stockholders and the Seller continues to propose to consummate a Sale to the relevant Third Party, then in lieu of a sale to a Third Party in accordance with Section 5.03(d), the Company, Vestar Seller shall comply with Section 5.01 and Sheridan or any of their designated Affiliates shall have the right and option to purchase all give a Tag-Along Notice (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as those in the Offer Notice) within 30 days of the Trigger Date (as may be extended pursuant to Section 5.03(c)); provided that if a sale to one or more Non-Selling Stockholders does not take place because of a Regulatory Sale Failure, the Seller may elect to give such Tag-Along Notice within five (5) days of the Regulatory Drop Dead Date. (f) The provisions of this Section 5.03 shall not apply to any Transfer Offer or of Company Securities (i) in a Public Offering pursuant to the exercise of rights under any applicable registration rights agreement, (ii) to a Permitted Transferee, (iii) made by a Stockholder in its capacity as a Tagging Person under Section 5.01, or (iv) of less than one percent (1%) of the Aggregate Ownership of Preferred Shares or Common Shares (including, for purposes of such calculation, the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by any Stockholder without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) over any twelve (12) month period. (g) Each Non-Selling Stockholder shall have the right to Transfer any or all of its rights under this Section 5.03 to any Person with the consent of Stockholders holding two-thirds of the Common Stock (exclusive of the Seller but including, for purposes of calculating the Common Stock at such time, the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by any Investor Stockholder without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock, but in any event not including such number of Common Shares issuable upon conversion of any Preferred Stock in the determination of holders of two-thirds of the Common Stock) at such time or to any Affiliate by having the Seller offer such securities to the Non-Selling Stockholders or their transferees on the terms of this Section 5.03, provided that for any given Non-Selling Stockholder, the maximum number of Common Shares (and, if applicable, Preferred Shares) with respect to which it may so transfer its rights shall not exceed the maximum number of Common Shares (and, if applicable, Preferred Shares) it could purchase from the Seller and not be in breach of its obligations under Section 4.06 and Section 6.06 (after taking into account all other facts with respect to such Non-Selling Stockholder including the number of Common Shares and/or Company Securities (and including the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by such Non-Selling Stockholder without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock) it otherwise owns). (h) Any Third Party that purchases Common Shares (and, if applicable, Preferred Shares) following compliance with this Section 5.03 must become a party to this Agreement if it is not already a party. (i) In connection with any sale that is subject to this Section 5.03, if the Seller proposes to sell a number of Preferred Shares (on an as-converted basis) or Common Shares that constitutes more than 3% of the Aggregate Ownership of Common Shares of all Stockholders (including, for purposes of such calculation, the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by any Stockholder without regard to any limitations on conversion that may apply pursuant to the terms of the Preferred Stock), the Seller may provide the prospective Third Party purchasers in the sale reasonable access to the books, records and properties of the Company and its Subsidiaries subject to such Persons executing customary confidentiality agreements in favor of the Company. (j) It is understood and agreed that a Seller may enter into an agreement to effect a Sale in advance of the actual transfer of Common Shares or Preferred Shares but subject to compliance with this Section 5.03, and the entry into such agreement will not be considered a Transfer Offer includes for purposes of this Agreement. (k) It is understood and agreed that a Non-Selling Stockholder shall be entitled to participate in a Sale by electing to purchase Preferred Shares (in whole or any consideration other than cashpart) to the same extent it would be entitled to participate in the proposed Sale of Common Shares, then, at in the proportions and amounts as determined in the sole option and election of such Non-Selling Stockholder, and the provisions of this Section 5.03 shall be read with respect to such Non-Selling Stockholder and its right to receive Preferred Shares mutatis mutandis; provided that the Company shall, and the Stockholders shall cause the Company to, do all things necessary in order for a Non-Selling Stockholder to receive the benefits of this Section 5.03(k), including by repurchasing the appropriate number of Shares from the Seller in the Sale and issuing Preferred Shares (on a one-to-one basis) in the same amount of the Company, Vestar, Sheridan, or any repurchased Shares to such Non-Selling Stockholder which has elected to purchase Preferred Shares in lieu of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Common Shares.

Rights of First Refusal. (a) Each Management Investor Subject to the provisions of Section 2(b) and their Permitted Transferees agree that if2(c), prior if the Stockholder wishes to a Qualified Public Offering, such Management Investor sell or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase otherwise transfer any or all Securities (of the "Transfer Securities") Shares then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyit, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree it shall cause the Transfer Offer to be reduced to writing and shall provide a written first give notice (the "Transfer Notice") of such Transfer Offer to the CompanyCorporation specifying the number of Shares it wishes to transfer (the "Transfer Shares"), Vestar the identity of the proposed transferee, the proposed consideration per Share to be received (which proposed consideration shall be deemed to be the "Transfer Price", except as otherwise provided in Section 2(b), and Sheridan. The Transfer Notice shall also contain an irrevocable offer except that if all or any part of the proposed consideration to sell be received is not cash, the corresponding portion of the Transfer Securities to Price shall be the Company, Vestar and Sheridan (in the manner set forth below) at a price amount of cash equal to the price contained infair value of such non-cash consideration), and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the any other material terms and conditions of the Transfer Offer). At any time within 30 proposed transfer, and containing an irrevocable offer (open to acceptance for a period of three business days after the date of the receipt by the Company, Vestar and Sheridan such Transfer Notice is given) to sell any or all of the Transfer NoticeShares to the Corporation at the Transfer Price. (b) Anything in Section 2(a) to the contrary notwithstanding, if the Stockholder wishes to transfer shares in transactions to be executed on NASDAQ, the Transfer Notice shall so state and shall specify the number of Shares the Stockholder wishes to sell on NASDAQ and the closing price for Shares on NASDAQ on the day the Transfer Notice is given (which closing price shall be deemed to be the "Transfer Price"), and the Transfer Notice need not contain any other information, and such Transfer Notice shall constitute an irrevocable offer (open to acceptance until 9:15 a.m. Eastern Time on the business day following the date such Transfer Notice is given) to sell any or all of the Transfer Shares to the Corporation at the Transfer Price. (c) Anything in Section 2(a) and 2(b) to the contrary notwithstanding, the Stockholder shall have the unconditional right at any time to donate Shares to operating charities and charitable foundations, and to transfer Shares to any affiliate of the Stockholder, and such donations and transfers shall not be subject to Section 3.8(c)the terms and provisions of this Right of First Refusal, provided that in the Companycase of a transfer to an affiliate, Vestar and Sheridan or any such affiliate shall be bound by this Right of their designated Affiliates First Refusal. (d) The number of Transfer Shares shall in no event be less than 25,000 Shares, unless the Stockholder holds fewer than 25,000 Shares, in which event the Transfer Notice must be for all Shares owned by the Stockholder. (e) The Corporation shall have the right and option to purchase any or all of the Transfer Shares; provided that the Corporation must determine the number of the Transfer Shares it will purchase and evidence its irrevocable acceptance of the offer and its agreement to purchase such Transfer Shares by delivering to the Stockholder, prior to the expiration of the period during which the offer remains open for acceptance pursuant to Section 2(a) or 2(b), notice (but not less than allthe "Notice of Acceptance") of the number of Transfer Securities covered Shares the Corporation has elected to purchase. (f) The closing of the purchase by the Corporation of any Transfer Offer either (i) for Shares that it elects to purchase shall be effected in accordance with the same consideration procedures that would apply to a trade on NASDAQ, including as to timing of settlement (T+3) and on form of payment (immediately available funds), through such broker as the Stockholder may designate by notice to the Corporation from time to time. In the event that either the Stockholder shall default in the delivery of the Transfer Shares or the Corporation shall default in the delivery of funds, the other party and its broker shall be entitled to the same terms rights and conditions remedies as would be available to such party if such failure occurred in connection with a sale on NASDAQ. The Corporation hereby acknowledges that certain certificates representing Shares are legended and waives any default by the Transfer Offer or Stockholder resulting from the existence of such legends. (iig) if the Transfer Offer includes any consideration other than cash, thenIf, at the sole option expiration of the Companyperiod during which the offer remains open for acceptance pursuant to Section 2(a) or 2(b), Vestar, Sheridan, or any the Corporation has either not delivered a Notice of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority Acceptance of the members offer contained in a Transfer Notice or has delivered a Notice of the Company's Board of Directors. If the option referred Acceptance with respect to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan fewer than all of the Transfer Notice Shares, then the Company, Vestar, Sheridan Stockholder shall have 90 days in which to sell any or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in all of the Transfer Offer, including representations, warranties, covenants and indemnities, if Shares not accepted for purchase by the Corporation at a price not lower than the Transfer Offer included Price, unless such written agreementTransfer Shares are sold on NASDAQ, and shall pay the relevant cash considerationin which case at whatever price is obtainable on NASDAQ. If, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 3090-day period,, the Stockholder has not completed the transfer of all of such Transfer Shares, it shall no longer be permitted to transfer any such Transfer Shares without again complying with this Right of First Refusal in its entirety. (h) If the Stockholder determines at any time within such 90-day period that it is impractical to sell all or any part of such Transfer Shares in accordance with Section 2(g), it may terminate all attempts to sell such Transfer Shares and recommence the procedures of this Right of First Refusal in their entirety without waiting for the expiration of such 90-day period by delivering written notice of such decision to the Corporation.

Rights of First Refusal. (a) Each Management Investor Except as provided in Sections 2, 4 and their Permitted Transferees agree that if8 hereof, prior to a Qualified Public Offeringbefore any shares of Company Stock, such Management Investor or any beneficial interest therein, may be sold, transferred or assigned (including transfer by operation of its Permitted Transferees receives a bona fide offer law) or pledged, hypothecated or encumbered by any of the Stockholders (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeSelling Stockholder"), such shares shall first be offered to Company and the Management Investor Offeree other Stockholders as set forth below. (b) Selling Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide deliver a written notice (the "Transfer Notice") of to Company stating (i) such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer Stockholder's bona fide intention to sell or transfer such shares, (ii) the Transfer Securities number of shares proposed to be sold or transferred (the Company"Noticed Shares"), Vestar and Sheridan (iii) the price for which it proposes to sell or transfer the Noticed Shares (in the manner case of a transfer not involving a sale such price shall be deemed to be fair market value of the Noticed Shares as determined pursuant to Section 3(d) hereof) and the terms of payment of that price and other terms and conditions of sale, and (iv) the name and address of the proposed purchaser or transferee. A Selling Stockholder shall not effect, or attempt to effect, any sale or other transfer for value of Company Stock other than for money or an obligation to pay money. (c) For a period of thirty (30) days after receipt of the Notice, Company shall have the right to purchase all of the Noticed Shares. The price per share of the Noticed Shares purchased by Company pursuant to this Section 3 shall be, in the case of a sale, the price per share as set forth belowin the Notice and, in the case of a transfer not involving a sale, the fair market value of such shares determined pursuant to Section 3(d) at a price equal hereof, and the purchase shall be on the same terms and subject to the price contained insame conditions as those set forth in the Notice. Subject to Section 3(g) below, if Company does not elect to purchase all the Noticed Shares, it shall give written notice to the other Stockholders within the thirty (30) day period following receipt of the Notice, and upon for a period of twenty (20) days after receipt of the aforementioned notice from Company, the other Stockholders shall have the right to purchase pro rata all of the Noticed Shares not purchased by Company (the "Remaining Shares") (pro rata on the basis of those Stockholders that elect to purchase such Remaining Shares and the number of shares of Company Stock held by each) on the same terms and conditions as set forth in the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy Notice. The price per share of the Transfer Offer (which Noticed Shares purchased by the Stockholders pursuant to this Section 3 shall identify be, in the Offeror, the Transfer Securitiescase of a sale, the price contained per share as set forth in the Transfer Offer Notice and, in the case of a transfer not involving a sale, the fair market value of such shares determined pursuant to Section 3(d) hereof, and the other material purchase shall be on the same terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to the same conditions as those set forth in the Notice. (d) In the case of a transfer of shares of Company Stock not involving a sale, the fair market value of the shares shall be determined by agreement between Company and the transferor or, if they are unable to agree, by an independent appraiser mutually agreed upon by the parties based upon a valuation of Company and its subsidiaries as a going concern. This determination will be final and binding upon all parties and persons claiming under or through them. Anything in this Section 3.8(c3(d) to the contrary notwithstanding, if a Selling Stockholder is not satisfied with the determination of fair market value, such Stockholder may elect not to proceed with the proposed transfer of shares of Company Stock not involving a sale and retain such shares under this Agreement. (e) If Company and/or the other Stockholders do not elect to purchase all of the shares of Company Stock to which the Notice refers as provided in Section 3(b) hereof, then none of the shares shall be purchased (unless the Selling Stockholder elects otherwise during the 20-day period set forth in Section 3(c) hereof), and the Company, Vestar and Sheridan Selling Stockholder may sell or any of their designated Affiliates shall have the right and option to purchase transfer all (but not less than all) of the Transfer Securities covered by shares to any purchaser or transferee named in the Transfer Offer either (i) for Notice at, in the same consideration and on case of a sale, the same terms and conditions as price specified in the Transfer Offer Notice or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash a higher price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence provided that such sale or transfer is exercised, on or prior to the 60th day consummated within six (6) months after the date of receipt the Notice to Company. (f) Notwithstanding subsections (a) through (e) of this Section 3, this Section 3 shall not apply to transfers: (i) in connection with or at any time subsequent to a Qualifying IPO; (ii) as a result of or at any time after a Company Sale; (iii) in connection with the separate transfers to the Company by Fremont Ventures I, L.P., Xxxxx X. Xxxxxxxx or Xxxxxx Xxxxx-Xxxxxx of up to an aggregate of 833,332 shares of Common Stock in exchange for the Companyissuance of up to an aggregate of 775,278 shares of Series C Preferred Stock, Vestar and Sheridan either by way of exchange or as a rescission followed by a purchase of the Transfer Notice Preferred Stock (the Company"Series C Exchanges"); (iv) in connection with a distribution of TradeOut Shares (defined below) by TradeOut, Vestar, Sheridan Inc. ("TradeOut") to its stockholders; or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree (v) in connection with a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (sale or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,upon

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifAfter June 30, prior to 2004, if a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Member (the "Transfer SecuritiesSelling Member") then owned by desires to make an offer to Transfer its Interest to a third party that is neither a Member nor an Affiliate of the Selling Member, or to accept an offer from such Management Investor a third party to purchase all or such Management Investor's Permitted Transferees (collectivelyany part of its Interest, it shall so notify the "Management Investor's Transfer Group") from any Person other Member (the "OfferorRights Member") which any member of such desire prior to making or accepting such offer, as the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree")case may be, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide on a binding basis, along with a written notice description (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same principal terms and conditions as (including the terms and conditions contained inproportion of the Interest desired to be sold, the price, the payment terms, and the closing schedule) and the identity of the proposed buyer (the "Proposed Buyer"). Prior to such date, no Transfer Offer and which is not otherwise a Permitted Transfer as set forth in Section 10.2 shall be accompanied permitted unless specifically consented to in writing by the other Member. The Rights Member shall have a true and complete copy period of thirty (30) days following receipt of a Transfer Notice to elect to purchase the Interest of the Transfer Offer Selling Member (which shall identify or the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt designated portion thereof so desired to be sold by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than allSelling Member) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or (ii) if Notice, in lieu of the sale to the Proposed Buyer. If any of the purchase price described in the Transfer Offer includes any consideration Notice is proposed to be paid in property or services other than cashcash or cash equivalents, thenthe Rights Member shall be entitled, at its sole discretion, should it elect to purchase such Interest or portion of an Interest from the sole option Selling Member, either to pay such portion of the Company, Vestar, Sheridan, price in substantially similar form or any of their designated Affiliates, as applicable, at the equivalent all to substitute for such non-cash price, determined in good faith by a majority portion of the members of the Company's Board of Directorsprice an equivalent value in cash or cash equivalents. If the option referred Rights Member declines to in the preceding sentence is exercised, on purchase such Interest (or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan portion) of the Transfer Notice the CompanySelling Member, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver makes no election within such 30-day period (in which case it will be deemed to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If have declined at the end of such 30-day period to make such purchase), the Selling Member shall be entitled to sell its Interest to the Proposed Buyer or an Affiliate of the Proposed Buyer on the terms and conditions stated in the Transfer Notice, in a sale to be closed within the one hundred twenty (120) days immediately following such waiver (or deemed waiver) by the Rights Member to purchase. In that event, such sale shall be considered a "Waived Transfer" hereunder. Any other Transfer, including, without limitation, to a different buyer, on different terms or conditions, or closed following such 120-day period,, shall not be made unless the Selling Member has first given another Transfer Notice and afforded the Rights Member AGRINOMICS LLC 40 Limited Liability Company Agreement another opportunity to elect to purchase such Interest (or portion thereof) under such subsequent Transfer Notice as described above in this section. (b) After June 30, 2001, in the case that Agritope shall retain more than 50% of the stock of ACTTAG, Inc., and otherwise, after June 30, 2004, if ACTTAG, Inc. desires to issue capital stock in ACTTAG, Inc. to a third party that is not Agritope or an Affiliate of Agritope or ACTTAG, Inc., or if Agritope desires to make an offer to Transfer any of its outstanding capital stock in ACTTAG, Inc. to such a third party or to accept an offer from such a third party to purchase all or any part of such outstanding stock, ACTTAG, Inc. or Agritope, as the case may be, shall so notify RP Ag Co. of such desire prior to making or accepting such offer, as the case may be, on a binding basis, along with a written description (the "Stock Notice") of the principal terms and conditions (including the number of shares desired to be issued or sold, the price, the payment terms, and the closing schedule) and the identity of the proposed buyer (the "Proposed Buyer" under this clause (b)). Prior to such date, no such issuance or sale shall be permitted without the consent of RP Ag Co. RP Ag Co. shall have a period of thirty (30) days following receipt of a Stock Notice to elect to purchase the shares proposed to be issued or sold on the same terms and conditions described in the Stock Notice, in lieu of the sale to the Proposed Buyer. If any of the purchase price described in Stock Notice is proposed to be paid in property or services other than cash or cash equivalents, RP Ag Co. shall be entitled, at its sole discretion, should it elect to purchase such shares, either to pay such portion of the price in substantially similar form or to substitute for such non-cash portion of the price an equivalent value in cash or cash equivalents. If RP Ag Co. declines to purchase such shares in ACTTAG, Inc., or makes no election within such 30-day period (in which case it will be deemed to have declined at the end of such 30-day period to make such purchase), ACTTAG, Inc. or Agritope shall be entitled to issue or to sell, as the case may be, such shares to the Proposed Buyer or an Affiliate of the Proposed Buyer on substantially the terms and conditions stated in the Stock Notice, in a transaction to be closed within the one hundred twenty (120) days immediately following such waiver (or deemed waiver) by RP Ag Co. of its right to purchase. Any other issuance or sale of shares in ACTTAG, Inc., whether to a different buyer, on different terms or conditions, or closed following such 120-day period, shall not be made unless ACTTAG, Inc. or Agritope, as the case may be, has first given another Stock Notice and afforded RP Ag Co. another opportunity to elect to purchase the shares covered by such subsequent Stock Notice as described above in this section.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to time a Qualified Public Offering, such Management Investor Shareholder proposes (or any is required by operation of its Permitted Transferees receives a bona fide offer (a "Transfer Offer"law or other involuntary transfer) to purchase Transfer any or all of the Securities (the "Transfer Securities") then standing in such Shareholder's name or owned by him, such Management Investor or Shareholder shall first offer such Management Investor's Permitted Transferees Securities to the Company in accordance with the following provisions: (collectively, the "Management Investor's Transfer Group"i) from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree Such Shareholder shall cause the Transfer Offer to be reduced to writing and shall provide deliver a written notice (the a "Transfer Notice") of such Transfer Offer to the CompanyCompany stating (A) such Shareholder's bona fide intention to Transfer such Securities, Vestar (B) the name and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell address of the Transfer proposed transferee, (C) the number of Securities to be transferred, and (D) the Companypurchase price per Security and terms of payment for which the Holder proposes to Transfer such Securities. (ii) Within 30 days after receipt of the Notice, Vestar the Company shall have the first right to purchase or obtain such Securities, upon the price and Sheridan (terms of payment designated in the manner set forth below) Notice. If the Notice provides for the payment of non-cash consideration, the Company at a price its option may pay the consideration in cash equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy Board of Directors' good faith estimate of the present fair market value of the non-cash consideration offered. If the proposed Transfer Offer (which shall identify the Offeror, the Transfer Securitiesis an encumbrance or is involuntary or by operation of law, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after each Security purchased shall be its fair market value on the date of the receipt by Company receives the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions Notice as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority the Board of Directors and such price shall be payable in cash on the date of purchase. Fair market value as so determined by the Board of Directors shall be conclusive and binding on all interested parties. (iii) If the Company elects not to purchase or obtain all of the members Securities designated in the Transferring Shareholder's Notice, then the Shareholder may Transfer the Securities referred to in the Notice to the proposed transferee, provided that such Transfer (A) is completed within 60 days after the expiration of the Company's right to purchase or obtain such Securities, (B) is made at the price and terms designated in the Notice, and (C) the proposed Transferee agrees to be bound by the terms and provisions of this Article V immediately upon receipt of such Securities. If such Securities are not so transferred, the Transferring Shareholder must give notice in accordance with this Article V prior to any other or subsequent Transfer of such Securities. (iv) The Company may assign its rights hereunder as determined by the Board of Directors. If . (b) Notwithstanding Section 5.2(a), a Shareholder may Transfer Securities: (i) to a member of the option referred Shareholder's Immediate Family (including a revocable trust for the benefit of such a member), (ii) to in a wholly owned subsidiary or constituent partner of the preceding sentence is exercisedShareholder, on or prior (iii) to the 60th day after estate of any of the date foregoing by gift, will or intestate succession; provided that the Shareholder or his representative notifies the Company of receipt any such Transfer and the proposed transferee agrees to be bound by the Company, Vestar terms and Sheridan conditions of this Article V and to become a party to this Article V immediately upon the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end receipt of such 30-day period,Securities.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIn the event Home or its Affiliates intend, prior at any time after the occurrence of an Acquisition Event to sell, transfer or dispose of any Restricted Stock (other than C-18 100 to an Affiliate of Home in a transaction not intended to circumvent the transfer restrictions contained in this Agreement) other than (i) pursuant to a Qualified Public Offeringsale or transfer of Warrants to one or more underwriters or dealers in accordance with Section 3.4(c) (in which case Section 3.11(b) shall govern) or (ii) at any time after CU has failed for any reason to repurchase such Restricted Stock pursuant to Article II hereof on the closing date scheduled for such repurchase, such Management Investor or any then: (i) Home shall notify CU in writing of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") or its Affiliate's intention to sell, transfer or dispose of such Restricted Stock specifying the number of shares or amount of Warrants, as the case may be, proposed to be disposed of, the identity or identities of the prospective purchaser or purchasers thereof, the proposed purchase price therefor and the material terms of any or all Securities agreement relating thereto (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeSale Notice"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice ; and (the "Transfer Notice"ii) of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates CU shall have the right, by written notice of its exercise of its right and option of first refusal given to Home within 15 calendar days after CU's receipt of such notice of intention from Home, to purchase all (or to cause a Person designated by CU to purchase) all, but not less than allall of, the Restricted Stock specified in such notice of intention for cash at the gross price set forth therein (including broker's commissions and other transaction costs of Home or its Affiliate to be paid or absorbed by the prospective purchaser) if the terms set forth in such notice of intention provide for a cash sale. If the purchase price specified in such notice of intention include any property other than cash, the purchase price at which CU shall be entitled to purchase shall be (x) the amount of cash included in the purchase price specified in such notice of intention plus (y) property, to the extent feasible, substantially similar to the property described in such notice of intention and in any case of equivalent value to such property (as agreed to by CU and Home, or as determined by a nationally recognized investment banking firm selected by Home and CU). If CU shall have exercised its right of first refusal under this paragraph (a) (including the designation of another purchaser as referred to in the next subparagraph), the closing of the Transfer Securities covered by purchase of the Transfer Offer either Restricted Stock as to which such right CU shall have been exercised shall take place as promptly as practicable, but in no event more than 10 Business Days after CU gives notice of such exercise, and if such closing does not occur within such 10 days, such right of first refusal provided for herein (including any assignment thereof) shall be null and void and of no further force and effect with respect to such Restricted Stock and this Section 3.11 shall no longer apply to any sale or dispo sition or proposed sale or disposition of such Restricted Stock; provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory authority is required in connection with such purchase, CU shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (i) for the same consideration and on the same terms and conditions as the Transfer Offer any required notification period has expired or been terminated, or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If CU elects not to exercise, or fails to exercise or cause to be exercised, its right of first refusal provided in this paragraph (a) within the time specified for such exercise or if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Federal Reserve Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliatesregulatory authority disapproves of CU's proposed purchase, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Home and

Rights of First Refusal. Except for (ai) Each Management Investor a sale pursuant to the exercise of Tag Along Rights, or (ii) a Permitted Transfer, a Member shall not sell, exchange, pledge, hypothecate or otherwise transfer any interest in any Membership Interest, including, without limitation, transfer by gift, (collectively "transfer"), unless the Member (the "Proposing Member") offers to sell the Membership Interest first to the other Members and their Permitted Transferees agree that ifsecond to the Company as provided in this Section 11.03(c). Any such offer (the "Offer Notice") shall (i) be made in writing to the other Members and the Company, prior and (ii) specify the portion of the Membership Interest which the Proposing Member desires to a Qualified Public Offeringtransfer (the "Offered Interest") and the terms and conditions under which the Proposing Member is willing to sell such Offered Interest. If any Member (other than the Proposing Member) desires to purchase the Offered Interest, such Management Investor or any Member shall have the right for a period of its Permitted Transferees receives a bona fide offer sixty (a 60) days after receipt of the Offer Notice (the "Transfer OfferMember Exclusivity Period") to purchase any or all Securities (such Offered Interest from the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as Proposing Member on the terms and conditions contained inspecified in the Offer Notice; provided the transferee consents to be bound by the terms of this Agreement. If more than one Member elects to purchase the Offered Interest, the Transfer Offer and Members desiring to purchase the Offered Interest shall purchase their proportionate share of the Offered Interest or as otherwise mutually agreed by the Members desiring to purchase the Offered Interest. The proportionate share of each Member desiring to purchase the Offered Interest shall be accompanied a fraction, the numerator of which is the Percentage Interest owned by a true such Member and complete copy the denominator of which is the aggregate Percentage Interest owned by all Members desiring to purchase such Offered Interest. If the Member Exclusivity Period expires without any exercise by the Members with respect to the Offered Interest, the Company shall have the exclusive right to purchase the Offered Interest which is the subject of the Transfer Offer Notice during the thirty (which shall identify 30) days (the Offeror"Company Exclusivity Period") immediately following the expiration of the Member Exclusivity Period. If the Offered Interest is not sold to other Members or the Company pursuant to their rights of first refusal under this Section 11.03(c), then the Transfer Securities, Proposing Member may proceed to sell the price contained in Offered Interest within sixty (60) days after the Transfer Offer and expiration of the other material Company Exclusivity Period on terms and conditions of no more favorable to the Transfer Offer)purchaser than as set forth in the Offer Notice. At any time within 30 days after If such sixty (60) day period expires or the date of Proposing Member desires to sell on terms more favorable to the receipt by purchaser than as set forth in the Company, Vestar and Sheridan of the Transfer Offer Notice, and subject to then the Proposing Member shall comply with the terms of this Section 3.8(c), the Company, Vestar and Sheridan 11.03 before making any transfer of his or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,its Membership Interest.

Rights of First Refusal. 4.1. Subject to the terms of the Deed of Undertaking, if any Founder Party (a“Transferor”) Each Management Investor (i) intends to sell on a securities exchange (an “Open Market Sale”), or (ii) identifies one or more third-party purchaser(s) (each, a “Third Party Transferee”) and their Permitted Transferees agree that ifproposes to Transfer to such Third Party Transferee(s) pursuant to an understanding with such Third Party Transferee(s) (a “Private Transfer”), prior to a Qualified Public Offering, such Management Investor all or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase the Founder Owned Securities or any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from rights in any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan them (in the manner set forth belowcase of either (i) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer or (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(cii), “Offered Securities”), then the Company, Vestar and Sheridan or any of their designated Affiliates Investor shall have the a right and option of first refusal to purchase all (but not less than all) of the Offered Securities pursuant to the following procedure: (a) The Transferor shall issue to the Investor a written notice of its intention to Transfer the Offered Securities covered by (the “Transfer Offer either Notice”). The Transfer Notice shall include, without limitation, (i) for the same consideration and on number of Offered Securities the same terms and conditions as Transferor intends to sell (in the Transfer Offer event of an intended Open Market Sale), or (ii) the number of Offered Securities the Transferor intends to sell, a description of the price and all other material conditions and terms offered by the Third Party Transferee (in the event of an intended Private Transfer), and the Transfer Notice shall constitute an offer to sell the Offered Securities to the Investor on the terms and subject to the conditions set forth in such Transfer Notice and at (x) the Average Closing Share Price (if the Transfer Offer includes any consideration Notice was issued in respect of an intended Open Market Purchase) or (y) the price specified in the Transfer Notice (if the Transfer Notice was issued in respect of an intended Private Transfer). Such offer shall be irrevocable subject to the conditions set forth therein in the case of an intended Private Transfer and revocable (prior to the Transferor receiving the Purchase Notice) in the case of an intended Open Market Sale. (b) The Investor may elect to purchase all (but not less than all) of the Offered Securities based on the conditions and terms specified in the Transfer Notice by issuing a written notice (“Purchase Notice”) to the Transferor within the applicable ROFR Decision Period. (c) If the Investor elects to purchase the Offered Securities, then the Investor and the Transferor shall complete the Transfer of the Offered Securities to Investor within the applicable Offered Securities Sale Period. The Transfer shall be completed on the terms and at the price described under Clause 4.1(a). (d) If the Investor fails to issue the Purchase Notice to the Transferor, the Transferor may, subject to the other than cashprovisions hereof and applicable law, thenTransfer the Offered Securities (i) on a securities exchange, in one or a series of transactions, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, market prices in effect at the equivalent all cash price, determined in good faith by a majority time of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of each such sale (if the Transfer Notice was issued in respect of an intended Open Market Sale), so long as such Transfer is consummated during the Companyapplicable Offered Securities Sale Period, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver (ii) to the Management Investor Offeree a written agreement in the form included Third Party Transferee upon terms and conditions no more favorable than those specified in the Transfer OfferNotice (if the Transfer Notice was issued in respect of an intended Private Transfer), including representationsso long as such Transfer is consummated within a sixty (60) calendar day period following the applicable ROFR Decision Period (such applicable period, warrantiesthe “Closing Period”). Any Transfer pursuant to this Clause 4.1(d) shall only be effected so long as such Transfer is bona fide, covenants and indemnitiesthe Third Party Transferee is not an Affiliate of the Transferor. (e) (i) In the event of an Open Market Sale, if the Transfer Offer included such written agreementTransferor fails to sell all of the Offered Securities on a securities exchange within the Closing Period, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if unsold portion of the Management Investor Offeree so elects at least three business days prior to Offered Securities cannot be sold without complying anew with the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,procedure specified under this Clause 4.1.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to the prior written consent of each Investor, prior to a Qualified Public Offeringif any of the Founder, such Management Investor Mx. XX Juxxx, xxx Founder Holdcos, or any of its Permitted Transferees receives the ESOP SPVs (each, a bona fide offer “Transferor”) proposes to sell, assign or transfer to any third party all or any part of the shares directly or indirectly held by such Transferor in the Company (a "Transfer Offer"the “Offered Shares”), then the Investor (the “ROFR Right Holder”) shall have the right of first refusal (the “Right of First Refusal”) to purchase all or any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member part of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and Offered Shares upon the same terms and conditions as upon which the terms and conditions contained in, proposed Transfer is to be made. The transfer by the Transfer Offer and Transferor with respect to the Offered Shares shall be accompanied by a true and complete copy conducted in accordance with the following procedures. (i) Transferor shall give each of the ROFR Right Holder written notice of the Transferor’s intention to make the transfer of the Offered Shares (the “Transfer Offer (Notice”), which shall identify include (i) the Offerornumber of the Offered Shares, the Transfer Securities, (ii) the price contained in or any other consideration of any nature, (iii) the Transfer Offer and the other material terms and conditions upon which the proposed transfer is to be made, (iv) the Option Period (as defined in Section 4.4(ii) below), and (v) the identity of the prospective transferee, and to the best knowledge of the Transferor, the identity of actual controller of the prospective transferee and the beneficial owner of the Offered Shares after the transfer is completed. Once the Transfer Notice is issued, the Transfer Notice shall become irrevocable. (ii) Each ROFR Right Holder shall have an option for a period of thirty (30) days following receipt of the Transfer Offer). At Notice (the “Option Period”) to elect to purchase all or any time within 30 days after the date portion of its respective Pro Rata Share of the receipt by Offered Shares at the Company, Vestar and Sheridan of the Transfer Notice, same price and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or Notice, by notifying the Transferor and the Company in writing (the “Acceptance Notice”) before expiration of the Option Period as to the number of such Offered Shares that it wishes to purchase. (iii) For the purposes of Section 4.4(ii), each ROFR Right Holder’s “Pro Rata Share” of such Offered Shares shall be equal to (i) the total number of such Offered Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such ROFR Right Holder and the denominator of which shall be the total number of Ordinary Shares held by all Exercising Shareholder (as defined below), in each case, calculated on an as-converted basis. (iv) If any ROFR Right Holder declines or fails to exercise or fully exercise its right to purchase its entire Pro Rata Share of such Offered Shares, or if any ROFR Right Holders fails to respond before the expiration of the Option Period, the Transfer may, within thirty (30) days after the expiration of the Option Period, effect a Transfer of the remaining Offered Shares to the prospective transferee at the same or higher price and upon nonprice terms no more favorable than those specified in the Transfer Notice. (v) If, within forty (40) Business Days after the ROFR Right Holder sends the Acceptance Notice (the “ROFR Exercise Period”) or within any other period otherwise agreed by the Transferor and the given ROFR Right Holder, the Transferor and the ROFR Right Holder that sends the Acceptance Notice within the Option Period (the “Exercising Shareholder”) fail to execute a share transfer agreement with respect to the Offered Shares, the Exercising Shareholder shall be deemed as having waived the Right of First Refusal, and subject to Section 4.5 (Right of Co-Sale), the Transferor shall have the right to transfer the Offered Shares (with respect to which the Right of First Refusal was not exercised) upon the terms and conditions no more favorable than those specified in the Transfer Notice. (vi) If any change is made to the terms or conditions specified in the Transfer Notice, or if the Transfer Offer includes any consideration other than cash, then, at Transferor has not consummated the sole option transfer of the Company, Vestar, Sheridan, or any Offered Shares (including by execution of their designated Affiliates, as applicable, at a share transfer agreement with respect to the equivalent all cash price, determined in good faith by a majority transfer of the Offered Shares and update of the register of members of the Company's Board Company to reflect the prospective transferee as a shareholder of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th Company within ninety (90) day period after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice Option Period, then the CompanyTransferor shall not thereafter transfer any Offered Shares without again first offering such Offered Shares in accordance with this Section 4.3, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Section 4.4 and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Section 4.5.

Rights of First Refusal. Upon receipt of a Transfer Notice and subject to all of the provisions of this Section 6.2, the Corporation and the Other Shareholders shall have the following rights and options: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") The Corporation shall have the first right to purchase any or all of the Offeror's Securities if it gives a notice in writing (the an "Transfer SecuritiesACCEPTANCE NOTICE") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, accepting the "Management Investor's offer contained in the Transfer Group") from any Person (Notice and specifying the "Offeror") which any member number of the Management InvestorOfferor's Transfer Group Securities it wishes to accept acquire. (b) If the "Management Investor Offeree")Corporation does not give an Acceptance Notice to purchase any or all of the Offeror's Securities at least one Business Day prior to the expiration of the Acceptance Period, each of the Management Investor Offeree Other Shareholders shall cause have the Transfer Offer right to purchase up to its Pro Rata Share of the Offeror's Securities not to be reduced to writing and shall provide a written notice (purchased by the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) Corporation at a price equal to the price contained in, and upon the same terms and conditions as on the terms and conditions contained in, in the Transfer Offer Notice. (c) Subject to Sections 6.2(a) and shall be accompanied by a true and complete copy (b), within the Acceptance Period, each of the Transfer Offer (which shall identify Other Shareholders may give to the Offeror, Transferring Shareholder an Acceptance Notice accepting the Transfer Securities, the price offer contained in the Transfer Offer Notice and specifying the other material terms and conditions maximum number of the Transfer OfferOfferor's Securities not to be purchased by the Corporation that it wishes to acquire (which number may be greater than or less than its Pro Rata Share). At any time within 30 days after the date Each of the receipt Other Shareholders shall have the right to purchase up to its Pro Rata Share of the Offeror's Securities not to be purchased by the Company, Vestar and Sheridan Corporation (which for purposes of this Section 6.2 shall be calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as nearly as may be determined without division into fractions and, if available, a number of the Offeror's Securities not to be purchased by the Corporation greater than its Pro Rata Share up to a stated maximum. Any Other Shareholder who does not give an Acceptance Notice within the Acceptance Period shall be deemed to have declined to purchase any of the Offeror's Securities. If any Other Shareholder does not give an Acceptance Notice within the Acceptance Period or specifies in its Acceptance Notice a number of Shares less than its Pro Rata Share, the resulting unaccepted Offeror's Securities shall be deemed to have been offered by the Transferring Shareholder to such of the Other Shareholders who specified in their respective Acceptance Notices a desire to acquire a number of the Offeror's Securities not to be purchased by the Corporation greater than their Pro Rata Share, and each such Other Shareholder is, subject to Section 3.8(cthe maximum number of the Offeror's Securities specified in its Acceptance Notice, entitled to acquire its Pro Rata Share (calculated relative to each of the other Shareholders wishing to purchase more than its Pro Rata Share) of the unaccepted Offeror's Securities based upon the number of Shares (calculated on an as-if converted to Common Shares basis) owned by such Other Shareholders (calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as between themselves, or in such other proportion as such Other Shareholders may agree in writing. If (i) the CompanyCorporation gives notice pursuant to Section 6.2(a) to purchase all of the Offeror's Securities or (ii) the Other Shareholders, Vestar and Sheridan or any of them, give Acceptance Notices within the Acceptance Period confirming their designated Affiliates shall have the right and option agreement to purchase all of the Offeror's Securities not to be purchased by the Corporation, the sale of the Offeror's Securities to the Corporation and/or such Other Shareholders shall be completed within 15 Business Days of the expiry of the Acceptance Period. (d) If both (i) the Corporation does not give an Acceptance Notice to purchase all of the Shares at least one Business Day prior to the expiry of the Acceptance Period and (ii) the Other Shareholders do not give notice of acceptance prior to the expiry of the Acceptance Period which would result in the purchase of all, but not less than all) , of the Transfer Offeror's Securities covered not to be purchased by the Corporation, the Transferring Shareholder will, notwithstanding any notices of acceptance of the Offeror's Securities by the Corporation or any Other Shareholders, subject to the provisions of Section 6.3, have the right to sell the Offeror's Securities to the Third Party Offeror for a period of 60 Business Days from the expiration of the Acceptance Period for a price not less than that provided for in the Transfer Offer either (i) for the same consideration Notice and on the same terms and conditions as not materially more favorable to the Third Party Offeror than those set out in the Transfer Offer Notice, provided that such Third Party Offeror first executes and delivers to the Corporation an Assumption Agreement. If such Transfer is not consummated within such 60 Business Day period, the Transferring Shareholder will not Transfer any of the Offeror's Securities without again complying with all of the provisions of Section 6.1 and Section 6.2. (e) Any Transfer entered into in connection with this Section 6.2 shall not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iif) if For greater certainty, no rights shall arise under this Article 6 in respect of any purchases by Other Shareholders pursuant to the exercise of rights under this section. (g) The provisions of Section 6.1 and 6.2 shall not apply to the Transfer Offer includes of any consideration other than cashShares or Convertible Securities pursuant to the provisions of Section 6.3 or 6.4 and which are exercised in accordance with the terms thereof. (h) Each Other Shareholder may assign its right to exercise its right of first refusal under this 6.2, thenin whole or in part, at to any of its Affiliates, or, in the sole option case of the CompanyFrancisco Partners Group, Vestarthe MS Investors, Sheridan, the Matthews Group or the EdgeStone Group to any member or memxxxx xx the Francisco Partners Group or the MS Investors or any of their designated AffiliatesMS Affiliate or the Matthews Group or the EdgeStone Group, as applicable, at provxxxx xxxh member or members (and Controlling Persons in the equivalent all cash price, determined in good faith by a majority case of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringMatthews Group) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,have first entered into an Assumption Agrexxxxx.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, prior to at any time, any Shareholder receives from or otherwise negotiates with a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide Third Party an offer (a "Transfer Offer") to purchase any or all of the Company Securities owned or held by that Shareholder (an “Offer”), and that Shareholder (the “ROFR Seller”) intends to pursue the Transfer of such Company Securities to that Third Party, then the ROFR Seller shall give notice (an “Offer Notice”) to the other Shareholders (the “ROFR Offerees”) and to the Company that the ROFR Seller desires to accept the Offer, which notice shall also set forth the number and kind of Company Securities proposed to be sold (the “Offered Securities”), the price per share that the ROFR Seller proposes to be paid for those Offered Securities (the "Transfer Securities"“Offer Price”) then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the all other material terms and conditions of the Offer. (b) The giving of an Offer Notice to the Company and the ROFR Offerees shall constitute an offer by that ROFR Seller to Transfer Offer). At any time within 30 days after the date Offered Securities, in whole and not in part, to the Company and those ROFR Offerees, with the Company having priority with respect to the acceptance of the Offer by giving an irrevocable notice of acceptance to the ROFR Seller before the expiration of 5 Business Days after receipt of that Offer Notice by the Company, Vestar at the Offer Price and Sheridan of on the Transfer other terms set forth in the Offer Notice; provided, and subject to Section 3.8(c)however, the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either that: (i) for If the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any Notice specifies a form of consideration other than cash, thena cash equivalent or a promissory note, at the sole option of Offer may be accepted by the Company, Vestar, Sheridan, Company or any of their designated Affiliatesthe ROFR Offerees for a payment, in lieu of such form of consideration, of cash in an amount equal to the fair market value of such consideration; and (ii) If the Offer Notice specifies consideration consisting of a promissory note, the promissory note of Parent or any of the ROFR Offerees shall be deemed the equivalent of the promissory note specified in the Offer Notice. If the Company does not accept the offer in whole in accordance with this Section 4.04 within that 5-Business Day period, then that offer may be accepted at the Offer Price by the ROFR Offerees on a pro rata basis based on each such Shareholder’s ROFR Portion, unless the accepting ROFR Offerees shall agree to another allocation resulting in acceptance of the Offer with respect to all of the Offered Securities. Such offer shall be irrevocable for 10 Business Days after receipt of that Offer Notice by the Company and each ROFR Offeree. Subject to the Company’s priority right of exercise as set forth above, each ROFR Offeree shall have the right to accept that offer (as provided above) within that 10-Business Day period. The offer may be accepted by giving an irrevocable notice of acceptance to the ROFR Seller before the expiration of that 10-Business Day period. If any ROFR Offeree receiving the Offer Notice elects not to purchase the Offered Securities, then the ROFR Seller shall not be required to sell any Offered Securities accepted pursuant to the offer, but shall, within five Business Days after the expiration of the initial 10-Business-Day period, give notice to all ROFR Offerees that did accept the initial offer, informing them that they have the right to increase the number of Offered Securities that they accepted pursuant to the initial offer. Each such ROFR Offeree shall then have 5 Business Days in which to accept that second offer, by giving notice of acceptance to the ROFR Seller before the expiration of that 5-Business Day period, as to all of that Shareholder’s portion of the Offered Securities not accepted pursuant to the initial offer (on the basis of that Shareholder’s ROFR Portion compared to the ROFR Portions of all other ROFR Offerees receiving the second offer) plus any additional portion not accepted by any other ROFR Offeree during that 5-Business Day period, unless the accepting ROFR Offerees shall unanimously agree to another allocation resulting in acceptance of the Offer with respect to all of the Offered Securities. If any ROFR Offeree fails to notify the ROFR Seller before the expiration of the initial 10-Business Day periods or the second 5-Business Day period, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in above, it shall be deemed to have declined the preceding sentence is exercised, on initial offer or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliatessecond offer, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree Stockholder agrees that if, prior to a Qualified Public Offering, such Management Investor or if any of its Permitted Transferees receives a bona fide offer Stockholder (a "“Transferring Stockholder”) wishes to Transfer Offer") to purchase any or all Securities (of the "Transfer Securities") capital stock then owned by such Management Investor or Transferring Stockholder, other than as provided through the right to sell securities provided by Section 3, then such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree Transferring Stockholder shall cause the Transfer Offer to be reduced to writing and shall provide first give a written notice (the "“Transfer Notice"”) of such Transfer Offer to the CompanyCompany specifying the number of shares of capital stock such Transferring Stockholder wishes to Transfer (the “Transfer Securities”), Vestar and Sheridan. The Transfer Notice shall also contain containing an irrevocable offer (open to acceptance for a period of fifteen (15) days after the date such Transfer Notice is received) to sell the Transfer Securities to the Company, Vestar and Sheridan Transfer Offerees (in the manner set forth as defined below) at a the price stated in the Transfer Notice (the “Transfer Price”), which price shall be equal to the price contained in, and upon offered to such Stockholder by a bona fide third party offeror or in a letter of intent (the same terms and conditions as the terms and conditions contained in“Purchase Offer”), the Transfer Offer and identity of the offeror of which shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and Notice. If such bona fide third party offer is contained in a written proposal, a copy of such document will be provided with the other material terms and conditions Transfer Notice. In addition, the Transfer Notice will contain the Transferring Stockholder’s certification that the proposed transferee has been notified in writing of the rights of the Transfer Offer)Offerees under this Agreement. At any time No Transfer to which this Section 2(a) is applicable shall be permitted unless the third party offer is for cash. (b) The Company shall have the right to purchase all or a portion of the Transfer Securities; provided, however, that the Company must determine the number of Transfer Securities it will purchase within 30 ten (10) days after the date its receipt of the Transfer Notice. Within ten (10) days after its receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by deliver a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan copy of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in statement of the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office number of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by it has elected not to purchase (if any) (the Management Investor Offeree. If at “Remaining Transfer Securities”) to each of the end of such 30-day period,Major Stockholders listed on Exhibit B hereto (the “Major Stockholders” and

Rights of First Refusal. Before any shares of Stock registered in the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 2.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer have a right of first refusal to sell purchase such shares for the Transfer Securities same price and, to the Companyextent practicable, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on substantially the same terms and conditions as offered to such prospective purchaser, in accordance with the terms and conditions contained inprocedures set forth below (the "Rights of First Refusal"). If the proposed price per share is to be other than in cash, the Transfer Offer and then an equivalent cash value shall be accompanied determined in good faith by a true and complete copy the Board of Directors of the Transfer Offer (which Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall identify be determined by the Offerormutual agreement of Purchaser and the Company or, the Transfer Securitiesif no agreement can be reached, the price contained shall be the fair market value of such shares, as determined in good faith by the Transfer Offer Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and the other material terms and conditions of the Transfer Offer)offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. At any time If the Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 2 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the notice to the Company, on the terms and conditions specified in such notice; provided, however, that the sale must be consummated within 30 days three (3) months after the date of the receipt by notice and that all shares sold or transferred shall remain subject to the Companyprovisions and restrictions of this Agreement, Vestar and Sheridan of the Transfer Noticeincluding restrictions on further transfer as provided in this Section 2, and subject shall carry a legend to that effect. If the Rights of First Refusal under this Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option 2 are not exercised but Purchaser fails to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and consummate such sale on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to set forth in the preceding sentence is exercised, on or prior notice to the 60th day Company within three (3) months after the date of receipt by the Companynotice, Vestar and Sheridan then such Rights of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. (a) Each Management Investor Except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder (with Aspen and their Permitted Transferees agree that if, prior Atlantis constituting as single Stockholder for purposes of this Section 5.3) wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that such Offeror first offers to sell such shares of Voting Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price or other consideration and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject shares of Voting Stock offered for sale pursuant to the provisions of this Section 3.8(c)5.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such shares of Voting Stock shall have the right and option to purchase sell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and such shares of Voting Stock on the same terms and conditions as including the Transfer price or other consideration specified in the Offer or Notice, free from the restrictions of Section 5.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) in a bona fide transaction, for a period of ninety (90) days from the date that the Offer expires hereunder, provided that any such purchaser shall prior to such transfer, if the Transfer Offer includes any consideration such purchaser shall be receiving shares of Voting Stock, other than cashshares of Class A Common Stock, thenagree in writing to be bound by all of the provisions of this Agreement. At the end of such ninety (90) day period, the Offeror shall notify the Company and the Offeree in writing whether its shares of Voting Stock have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such shares of Voting Stock shall again become subject to all of the restrictions and provisions of this Section 5.3. (c) If the Offeree accepts the offer set forth in the Offer Notice, the purchase price or other consideration per share of the shares of Voting Stock purchased by the Offeree shall be the price or other consideration per share offered to be paid by the prospective transferee described in the Offer Notice, which price shall be paid in cash and/or such other consideration, at the sole option election of the CompanyOfferee. (d) If the Offeree accepts the offer set forth in the Offer Notice, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority closing of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, purchase shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery take place at the principal office of Sheridan of certificates the Company or such other instruments representing location as shall be mutually agreeable to the Transfer Securities so purchasedOfferor and Offeree, appropriately endorsed by and the Management Investor Offeree. If purchase price shall be paid at the end closing by wire transfer of immediately available funds or in such 30-day period,other appropriate form if for consideration other than cash. At the closing, the Offeror shall deliver to the Offeree the certificates evidencing the shares of Voting Stock to be transferred, duly endorsed and in negotiable form as well as the items listed in Section 5.4.

Rights of First Refusal. (a) Each If at any time a Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees Holder receives a bona fide offer from any person to purchase shares of Common Stock held by such Management Holder (a "Transfer Third-Party Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the such Management Investor Offeree Holder shall cause the Transfer such Third-Party Offer to be reduced to writing and shall provide a written notify the Company and each holder of Investor Stock of such Management Holder's desire to accept the Third-Party Offer. The Management Stockholder's notice (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities such Common Stock to the Company, Vestar and Sheridan (in the manner set forth below) Company at a purchase price equal to the price contained in, and upon on the same terms and conditions as the terms and conditions contained inof, the Transfer Third-Party Offer and shall be accompanied by a true and complete copy of the Transfer Third-Party Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offerofferor). At any time within 30 twenty (20) days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right to purchase all or any portion of the Common Stock covered by the Third-Party Offer at the same price and option on the same terms and conditions as the Third-Party Offer; provided, however, that (i) any shares not purchased by the Company shall be reoffered to the holders of Investor Stock, each of whom shall have the right, exercisable by delivery of written notice to the transferring Management Holder within ten (10) days following the expiration of such 20-day period, to purchase all (but not less than all) of its pro rata share (equal to such electing holder's percentage interest in the Transfer Securities covered by the Transfer Offer either (ioutstanding Investor Stock) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at Company or the sole option holders of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all Investor Stock may pay cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver selling Management Holder equal in amount to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant fair market value of any non-cash consideration offered in the Third-Party Offer. If the Company and/or the holders of Investor Stock have not notified the selling Management Holder in writing of their election to purchase any Common Stock covered by the Third Party Offer as set forth herein prior to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,expiration of

Rights of First Refusal. Subject to the prior written consent of each Investor, if any of the Founder, Xx. XX Xxxxx, the Founder Holdcos, or the ESOP SPV (aeach, a “Transferor”) Each Management Investor and their Permitted Transferees agree that ifproposes to sell, prior assign or transfer to a Qualified Public Offering, such Management Investor any third party all or any part of its Permitted Transferees receives a bona fide offer the shares directly or indirectly held by such Transferor in the Company (a "Transfer Offer"the “Offered Shares”), then the Investor (the “ROFR Right Holder”) shall have the right of first refusal (the “Right of First Refusal”) to purchase all or any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member part of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and Offered Shares upon the same terms and conditions as upon which the terms and conditions contained in, proposed Transfer is to be made. The transfer by the Transfer Offer and Transferor with respect to the Offered Shares shall be accompanied by a true and complete copy conducted in accordance with the following procedures. (i) Transferor shall give each of the ROFR Right Holder written notice of the Transferor’s intention to make the transfer of the Offered Shares (the “Transfer Offer (Notice”), which shall identify include (i) the Offerornumber of the Offered Shares, the Transfer Securities, (ii) the price contained in or any other consideration of any nature, (iii) the Transfer Offer and the other material terms and conditions upon which the proposed transfer is to be made, (iv) the Option Period (as defined in Section 4.4(ii) below), and (v) the identity of the prospective transferee, and to the best knowledge of the Transferor, the identity of actual controller of the prospective transferee and the beneficial owner of the Offered Shares after the transfer is completed. Once the Transfer Notice is issued, the Transfer Notice shall become irrevocable. (ii) Each ROFR Right Holder shall have an option for a period of thirty (30) days following receipt of the Transfer Offer). At Notice (the “Option Period”) to elect to purchase all or any time within 30 days after the date portion of its respective Pro Rata Share of the receipt by Offered Shares at the Company, Vestar and Sheridan of the Transfer Notice, same price and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or Notice, by notifying the Transferor and the Company in writing (the “Acceptance Notice”) before expiration of the Option Period as to the number of such Offered Shares that it wishes to purchase. (iii) For the purposes of Section 4.4(ii), each ROFR Right Holder’s “Pro Rata Share” of such Offered Shares shall be equal to (i) the total number of such Offered Shares, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares held by such ROFR Right Holder and the denominator of which shall be the total number of Ordinary Shares held by all Exercising Shareholder (as defined below), in each case, calculated on an as-converted basis. (iv) If any ROFR Right Holder declines or fails to exercise or fully exercise its right to purchase its entire Pro Rata Share of such Offered Shares, or if any ROFR Right Holders fails to respond before the expiration of the Option Period, the Transfer may, within thirty (30) days after the expiration of the Option Period, effect a Transfer of the remaining Offered Shares to the prospective transferee at the same or higher price and upon nonprice terms no more favorable than those specified in the Transfer Notice. (v) If, within forty (40) Business Days after the ROFR Right Holder sends the Acceptance Notice (the “ROFR Exercise Period”) or within any other period otherwise agreed by the Transferor and the given ROFR Right Holder, the Transferor and the ROFR Right Holder that sends the Acceptance Notice within the Option Period (the “Exercising Shareholder”) fail to execute a share transfer agreement with respect to the Offered Shares, the Exercising Shareholder shall be deemed as having waived the Right of First Refusal, and subject to Section 4.5 (Right of Co-Sale), the Transferor shall have the right to transfer the Offered Shares (with respect to which the Right of First Refusal was not exercised) upon the terms and conditions no more favorable than those specified in the Transfer Notice. (vi) If any change is made to the terms or conditions specified in the Transfer Notice, or if the Transfer Offer includes any consideration other than cash, then, at Transferor has not consummated the sole option transfer of the Company, Vestar, Sheridan, or any Offered Shares (including by execution of their designated Affiliates, as applicable, at a share transfer agreement with respect to the equivalent all cash price, determined in good faith by a majority transfer of the Offered Shares and update of the register of members of the Company's Board Company to reflect the prospective transferee as a shareholder of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th Company within ninety (90) day period after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice Option Period, then the CompanyTransferor shall not thereafter transfer any Offered Shares without again first offering such Offered Shares in accordance with this Section 4.3, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Section 4.4 and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Section 4.5.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifAny Stockholder (the "Selling Stockholder") who proposes to sell, prior assign or otherwise transfer to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives third party (the "Proposed Transferee") pursuant to a bona fide offer (a "Transfer Offer") to purchase any or all Securities shares of Voting Stock, except as provided in Section 3.3 below and except pursuant to any public offering, held by him or her (the shares the Selling Stockholder proposes to sell, assign or otherwise transfer being referred to herein as the "Offered Shares") shall notify the Company and the Stockholders in writing, not less than forty (40) days prior to the date upon which such sale, assignment or transfer is to take place, of the name of the Proposed Transferee; the number of shares involved; the purchase price or other consideration to be received by the Selling Stockholder for such sale, assignment or transfer; and the terms and conditions upon which such sale, assignment or transfer is to take place, including the terms of any deferred payment for the Offered Shares (the "Transfer SecuritiesStockholder Notice"). The Stockholder Notice shall further state that the Company, then the Stockholders and finally the Investors may acquire all or any part of the Offered Shares for the price and upon the terms, including deferred payment, set forth therein in accordance with the provisions of this Agreement. The Company shall have twenty (20) days after receipt of the Stockholder Notice in which to accept, in writing, the offer set forth therein to purchase all or part of the Offered Shares. The Company's notice of its acceptance or rejection of such offer (the "Company Notice") then shall be delivered to the Investors and the Stockholders at the same time it is delivered to the Selling Stockholder. Notwithstanding anything contained in this Agreement, the Purchase Agreement, or any exhibit thereto, if the Company shall accept such offer, it shall have the right to purchase all the Offered Shares to which such acceptance applies. Any Offered Shares as to which the Company shall not have so notified the Selling Stockholder, the Stockholders and the Investors of its intention to purchase within such twenty-day period may be purchased by the Stockholders as follows: each Stockholder shall have the right to purchase that number of such Offered Shares as is determined by multiplying the total number of such Offered Shares by a fraction, the numerator of which is the number of Voting Shares owned or deemed to be owned by such Management Investor Stockholder, and the denominator of which is the number of Voting Shares owned or such Management Investor's Permitted Transferees deemed to be owned by all the Stockholders as a group. The Stockholders shall have ten (collectively10) days after receipt of the Company Notice in which to accept, in writing, the "Management Investor's Transfer Group") from any Person offer set forth therein to purchase all or part of the Offered Shares. The Stockholders' notice of their acceptance or rejection of such offer (the "OfferorStockholders Notice") shall be delivered to the Investors at the same time that it is delivered to the Selling Stockholder. Notwithstanding anything contained in this Agreement, the Purchase Agreement or any exhibit thereto, if the Stockholders shall accept such offer, they shall have the right to purchase all the Offered Shares to which any member such acceptance applies. If one or more of the Management Stockholders does not so accept the offer for all such shares, the Company shall notify each of the remaining Stockholders who shall have the right to acquire the remaining Offered Shares, pro rata, in accordance with the number of Offered Shares they agreed to purchase, or as they may otherwise determine among themselves, such acceptance by the remaining Stockholders to be received by the Selling Stockholder not less than fifteen (15) days prior to the proposed date of sale, assignment or transfer to the Proposed Transferee as specified in the Stockholder Notice. Any Offered Shares as to which the Stockholders shall not have so notified the Selling Stockholder and the Investors of their intention to purchase within such ten-day period after receipt of the Company Notice may be purchased by the Investors as follows: each Investor shall have the right to purchase that number of such Offered Shares as is determined by multiplying the total number of such Offered Shares by a fraction, the numerator of which is the number of Voting Shares owned or deemed to be owned by such Investor's Transfer Group wishes , and the denominator of which is the number of Voting Shares owned or deemed to be owned by all the Investors as a group. Each Investor shall have ten days after receipt of the Stockholders Notice in which to accept, in writing, the offer set forth therein to purchase all or part of the Offered Shares. The Investors' notice of their acceptance or rejection of such offer shall be delivered to the Selling Stockholder and the Company. Notwithstanding anything contained in this Agreement, the Stock Purchase Agreement, or any exhibit thereto, if the Investors shall accept such offer, they shall have the right to purchase all the Offered Shares to which such acceptance applies. If one or more of the Investors does not so accept the offer for all such shares, the Company shall notify each of the remaining Investors who shall have the right to acquire the remaining Offered Shares, pro rata, in accordance with the number of Offered Shares they agreed to purchase, or as they may otherwise determine among themselves, such acceptance by the remaining Investors to be received by the Selling Stockholder not less than two (2) days prior to the proposed date of sale, assignment or transfer to the Proposed Transferee as specified in the Stockholder Notice. (b) Failure of the Company or any Investor or Stockholder to exercise any option or to accept or reject an offer made to it under Section 3.1(a) in writing and within the time periods specified therein, shall be conclusively deemed a rejection thereof. Payment for and transfer of the Offered Shares to be purchased in accordance with Section 3.1(a) shall occur in the manner specified in the Stockholder Notice on the date upon which the proposed sale, transfer or assignment to the Proposed Transferee was to take place. (c) In the "Management Investor Offeree"event the consideration (other than cash or cash equivalents), terms or conditions offered by the Proposed Transferee are such that the Company, the Investors or Stockholders may not reasonably be required to furnish the same consideration, terms or conditions, then the Company, the Investors or Stockholders, may purchase the Offered Shares for a cash amount determined by the Company's Board of Directors to be reasonably equivalent in value to the consideration offered by the Proposed Transferee based on the proposed terms and conditions. (d) Subject to Section 3.2, if an offer to the Investors and Stockholders is not accepted as provided in Section 3.1(a) as to all or part of the Offered Shares or paid for as provided in Section 3.1(b), the Management Investor Offeree Selling Stockholder may thereafter, for a period of sixty (60) days from the date the offer was finally rejected or deemed rejected, which shall cause be the Transfer Offer to be reduced to writing and shall provide a written notice (fortieth day following receipt by the "Transfer Company of the Stockholder's Notice") of such Transfer Offer to , sell, assign, or otherwise transfer the Offered Shares not purchased by the Company, Vestar the Investors and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities Stockholders, to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and Proposed Transferee upon the same terms and conditions as set forth in the terms and conditions contained inStockholder Notice subject to any other restrictions to such transfer which may still exist. Any Offered Shares may only be sold, assigned or otherwise transferred to the Transfer Offer and Proposed Transferee if the Proposed Transferee agrees to be bound by this Agreement. (e) The failure of any Investor, Stockholder or Company to exercise any option pursuant to this Section 3.1 shall be accompanied by not constitute a true and complete copy waiver of any of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions provisions of the Transfer Offer). At this Agreement with respect to any time within 30 days after the date proposed subsequent transfer of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Voting Stock.

Rights of First Refusal. (a) Each Management Investor and their Subject to Section 7.3 hereof, if at any time an Other Stockholder or a Permitted Transferees agree that if, prior Transferee of an Other Stockholder wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of shares of its Permitted Transferees receives shares of Common Stock ("Shares") owned by it (the "Seller") pursuant to the terms of a bona fide offer (received from a "Transfer Offer") third party, such Seller shall submit to purchase any or all Securities each Investor Holder such offer in writing to sell such Shares (the "Transfer SecuritiesOffered Shares") then owned by on terms and conditions, including price, on which such Management Investor or Seller proposes to sell such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Shares to such third party (the "OfferorPurchase Offer"). The Purchase Offer shall disclose (i) which any member the identity of the Management Investor's Transfer Group wishes proposed purchaser or transferee, (ii) the Offered Shares proposed to accept be sold or transferred, (iii) the "Management total number of Shares owned by the Seller, (iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. The Purchase Offer shall further state that each Investor Offeree")Holder may acquire, in accordance with the provisions of this Section 7.2, the Management Investor Offeree shall cause Offered Shares for the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a same price equal to the price contained in, and upon the same terms and conditions as set forth therein. The Purchase Offer shall also provide that, in order for the terms and conditions contained inPurchase Offer to be effective, the Transfer Offer and shall be accompanied by a true and complete copy Investor Holders must purchase an aggregate of the Transfer Offer (which shall identify the Offerorall, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) , of the Transfer Securities Offered Shares. Each Investor Holder shall have the right to purchase that number of the Offered Shares as shall be equal to (i) the aggregate number of Offered Shares multiplied by (ii) its Proportionate Percentage. The amount of shares each Investor Holder is entitled to purchase under this Section 7.2 shall be referred to as its "Pro Rata Share". Within thirty (30) days after receipt of the Purchase Offer, each Investor Holder shall give notice to such Seller of its intent to purchase all or any portion of its Proportionate Percentage, which communication shall be delivered to such Seller pursuant to Section 10.2 below and shall, when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Investor Holder for the sale and purchase of the Shares covered thereby. In the event that any Investor Holder does not elect to purchase its Pro Rata Share (or any portion thereof) during such thirty (30) day period, then the Seller shall give prompt written notice to each Investor Holder who has elected to purchase its Pro Rata Share, and such Investor Holder who so elect shall have the right to purchase, on a pro rata basis with any Investor Holder who so elect, such Pro Rata Share (or any portion thereof) not purchased by any Investor Holder by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Investor Holder shall elect to purchase all or part of the Offered Shares covered by the Transfer Purchase Offer, such Investor Holder shall individually communicate in writing such election to purchase to the Seller. (b) If any part of the Purchase Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any involves consideration other than cash, then, at the sole option Investor Stockholders shall have the right to substitute for such consideration an equivalent amount of the Company, Vestar, Sheridan, or any of their designated Affiliatescash, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,under Section 7.4.

Rights of First Refusal. Before any Shares held by Employee may be sold or otherwise transferred (a) Each Management Investor including any assignment, pledge, encumbrance or other disposition of the Shares, but not including a permitted transfer under Section 4.1), the Company will have a right of first refusal to purchase the Shares on the terms and their Permitted Transferees agree that if, prior conditions set forth in this Section 9.1 (the "Right of First Refusal"). 9.1.1 In the event Employee desires to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives accept a bona fide third-party offer (a "Transfer Offer") to purchase for the sale or transfer of any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes Shares, Employee will promptly deliver to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide Company a written notice (the "Transfer First Refusal Notice") stating the terms and conditions of any proposed sale or transfer, including (a) Employee's bona fide intention to sell or otherwise transfer such Shares, (b) the name of each proposed Employee or other transferee (the "Proposed Transferee"), (c) the number of Shares to be transferred to each Proposed Transferee, and (d) the bona fide cash price or other consideration for which Employee proposes to transfer the Shares (the "Offered Price"). Employee will provide satisfactory proof that the disposition of such Transfer Offer shares to such Proposed Transferee would not be in contravention of the provisions of Section 1. 9.1.2 At any time within the Semi-Annual Exercise Period during which a First Refusal Notice is received, the Company or its assignee may, by giving written notice to Employee, elect to purchase all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with Section 9.1.3. 9.1.3 The purchase price for the Shares purchased under this Section 9.1 will be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the noncash consideration will be determined by the Company's Board of Directors in good faith. 9.1.4 Payment of the purchase price will be made, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell in the Transfer Securities to discretion of the CompanyPlan Administrator, Vestar and Sheridan either (a) in the manner set forth belowin Section 9.3 or (b) in the manner and at the time(s) set forth in the First Refusal Notice. 9.1.5 If any of the Shares proposed in the First Refusal Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee as provided in this Section 9.1, then Employee may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a price equal to the price contained inhigher price, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the provided that such sale or other material terms and conditions of the Transfer Offer). At any time transfer is consummated within 30 60 days after the date of the receipt by First Refusal Notice, and provided that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 9.1 will continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the First Refusal Notice are not transferred to the Proposed Transferee within such period, or if Employee proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new First Refusal Notice will be given to the Company, Vestar and Sheridan the Company or its assignee will again be offered the Right of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan First Refusal before any Shares held by Employee may be sold or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,otherwise transferred.

Rights of First Refusal. 13.1 Following the Standstill Period, neither the Seller nor the Purchaser shall, and the Seller shall procure that New Brilliant will not, directly or indirectly, Transfer any Shares (or solicit any offers to buy or otherwise Transfer any Shares), except as permitted by Clauses 13, 14 and 15. 13.2 Subject to Clauses 14 and 15, if at any time either the Seller (which shall include New Brilliant) or the Purchaser (the “Offeror”) desires to Transfer any Shares (the “Offered Shares”), the other party(ies) (the “Offeree(s)”) shall have a right of first refusal to purchase the Offered Shares, upon the terms and subject to the conditions of this Clause 13. 13.3 Prior to any Transfer of Offered Shares, the Offeror shall have delivered to the Offeree a notice (a “Transfer Notice”) containing the following: (i) where such Transfer is to be effected as an Off-market Transaction, (a) Each Management Investor a statement to that effect, and their Permitted Transferees agree that if, prior to (b) a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a written bona fide offer (which is binding and is not subject to any condition precedent that is related to the financing of the acquisition of the Offered Shares, from a "Transfer Offer") third party to purchase the Offered Shares, stating the name and address of the proposed purchaser(s) (including the name of any or all Securities wider group of companies to which it belongs) (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"“Proposed Transferee”), the Management Investor Offeree shall cause the Transfer Offer number of Shares to be reduced Transferred pursuant to writing and shall provide a such bona fide written notice (offer, the "Transfer Notice") of such Transfer Offer to the Companypurchase price, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained inupon which such Shares are proposed to be Transferred, the date of the proposed Transfer Offer of the Shares and shall the number of Shares (the “Retained Shares”) that would continue to be accompanied held by the Seller (expressed as a true and complete copy percentage of the total number of Shares in issue immediately prior to service of the Transfer Offer Notice) on the assumption that the Transfer of such Shares to the Proposed Transferee(s) was consummated; or (ii) where such Transfer is to be effected as an On-market Transaction, (a) a statement to that effect and (b) the number of Shares to be sold, and (c) the price at which shall identify it is proposed the OfferorShares be sold. 13.4 After receipt of a Transfer Notice, the Transfer Securities, Offeree shall have the price following period (the “Offer Period”) within which to elect to accept the offer contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option Notice to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and Offered Shares on the same terms and conditions as those set out in the Transfer Offer or Notice, which election shall be made by a written notice delivered by the Offeree to the Offeror (an “Election Notice”): (i) where the Transfer of Shares is to be effected as an Off-market Transaction, 45 days from the date of service of the Transfer Notice; (ii) if where the Transfer Offer includes any consideration other than cashof Shares is to be an On-market Transaction that would constitute an Unregistered Offering, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after 10 days from the date of receipt by the Company, Vestar and Sheridan service of the Transfer Notice Notice; or (iii) where the CompanyTransfer of Shares is proposed to be an On-market Transaction that would constitute a Registered Offering, Vestar30 days from the date of service of the Transfer Notice, Sheridan provided that if as a consequence of the Transfer of the Offered Shares to a Proposed Transferee, the Aggregate Holding would thereby be reduced to 50 per cent. or any other designated Affiliatesless of the Shares in issue from time to time, as applicablethen the Offeree shall be entitled, shall execute and deliver with the object of maintaining the Aggregate Holding above that percentage figure, to accept the Management Investor Offeree a written agreement in the form included offer contained in the Transfer OfferNotice in respect of part only of the Offered Shares. 13.5 If by the expiry of the Offer Period, including representationsthe Offeree has not served an Election Notice on the Offeror, warrantiesor if before that time, covenants the Offeree has served on the Offeror a written notice that the Offeree does not intend to exercise its rights of first refusal (“Non-Exercise Notice”), the Offeror may, within the period commencing on the date of expiry of the Offer Period, or if earlier, the date of service of a Non-Exercise Notice (if served) (the “Sale Period Commencement Date”), and indemnitiesending on the Sale Period Expiry Date: (i) where such Transfer is to be effected as an Off-market Transaction, if Transfer the Offered Shares to the Proposed Transferee on the same terms and conditions as those contained in the Transfer Offer included Notice; or (ii) where such written agreementTransfer is to be effected as an On-market Transaction, Transfer the Offered Shares on the same terms and shall pay the relevant cash consideration, by delivering a certified bank check or checks conditions as those set out in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchasedNotice, appropriately endorsed by save that that the Management Investor Offeree. If Transfer shall be effected through an internationally recognized broker on a best price and best execution basis and the price at which the end Offered Shares shall be Transferred shall be not less than the sale price set out in the Transfer Notice. 13.6 For the purposes of such 30-day period,this Clause 13, the “Sale Period Expiry Date” shall mean:

Rights of First Refusal. In the event that a Management Shareholder shall desire to Dispose of any or all of the Securities of the Company now owned or hereafter acquired by such Management Shareholder on or after the twelveth anniversary of the Closing Date except as permitted in Section 2.2 hereof and except for sales pursuant to Section 2.3 or 2.4 hereof (the "Offered Shares"), such Shareholder (the "Offering Shareholder") must first obtain an Offer to purchase the Offered Shares and deliver written notice of the Offer to the Company and to Xxxxxx (or the Management Shareholders, as applicable) (the "Non-Offering Shareholders"). The written notice of the Offer must comply with the requirements of Section 2.6(i) hereof. Thereafter, the following rights shall accrue: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any The Company (if approved unanimously by its Board of its Permitted Transferees receives a bona fide offer (a "Transfer Offer"Directors) shall have the right to purchase and redeem all or, subject to Section 2.6(e) below, any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member part of the Management Investor's Transfer Group wishes Offered Shares, and if the Company elects to accept (exercise such right then the "Management Investor Offeree"), the Management Investor Offeree Offering Shareholder shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of sell such Transfer Offer shares to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at Company for a purchase price equal to the purchase price contained infor the Offered Shares set forth in the Offer. The Company shall give written notice to the Offering Shareholder of the election to exercise its rights under this Section 2.6(a) within the thirty (30) day period (the "Initial Exercise Period") following receipt by the Company of the written notice of the Offer. (b) If the right to purchase provided in Section 2.6(a) above shall not be exercised by the Company, or exercised only partially, Xxxxxx shall have the right (but only if Xxxxxx shall then own at least a majority of the outstanding Class A Stock and, if not, then all Management Shareholders shall have the right on a pro rata basis in relation to their respective ownership of Class A Stock) to purchase all or, subject to Section 2.6(c) hereof, any portion of the Offered Shares not purchased by the Company under Section 2.6(a) above from a Management Shareholder other than Xxxxxx, and upon if Xxxxxx (or the same terms and conditions Management Shareholders, as applicable) elect(s) to exercise such right, then the Offering Shareholder shall sell such shares to Xxxxxx (or the Management Shareholders, as applicable) for a purchase price equal to the purchase price for the Offered Shares set forth in the Offer. Xxxxxx (or the Management Shareholders, as applicable) shall give written notice to the Offering Shareholder of his election to exercise his (or the Management Shareholders, as applicable) right under this Section 2.6(b) within thirty (30) days after the later of (i) the expiration of the Initial Exercise Period or (ii) the date Xxxxxx (or the Management Shareholders, as applicable) receives written notice from the Offering Shareholder of the Offer (the "Interim Exercise Period"). (c) In no event shall the Company or Xxxxxx (or the Management Shareholders, as applicable), in the exercise of the rights of first refusal provided in this Section 2.6 have the right to purchase less than all the Offered Shares, unless otherwise agreed by the Offering Shareholder. (d) Each Management Shareholder hereby agrees to not Dispose of any Offered Shares until the expiration of the Exercise Period (or until the Company, Xxxxxx (or the Management Shareholders, as applicable) have waived in writing their rights of first refusal provided for in this Section 2.6). (e) The purchase price of the Offered Shares determined in accordance with the provisions of this Section 2.6 shall be payable (x) at the option of the Company, Xxxxxx (or the Management Shareholders, as applicable), as the case may be, either (1) upon substantially equivalent terms to the terms set forth in the Offer, or (2) in cash by cashier's check or wire transfer to an account designated by the Offering Shareholder in an amount equal to what the Board of Directors of the Company determines in good faith to be the fair value of an Offer that consists in whole or part of non-cash consideration, or (y) upon such other terms as may be agreed by the Offering Shareholder and conditions contained inthe Company (if approved unanimously by its Board of Directors), Xxxxxx (or the Management Shareholders, as applicable), as the case may be. The closing of the purchase and sale under this Section 2.6 shall occur on a mutually agreeable date within thirty days after the expiration of the Exercise Period but may occur on any other mutually agreeable date. (f) A refusal or failure to exercise any right of first refusal under Section 2.6 shall not constitute a waiver or refusal of such rights with respect to any other or subsequent Offer. (g) In the event that the Offered Shares are not Disposed of pursuant to the Offer within ninety (90) days after the expiration of the Exercise Period (or, if earlier, the Transfer date on which the Offering Shareholder receives written waivers of the Company's and Xxxxxx'x rights of first refusal), then the Offer shall thereupon be deemed to be a new Offer for the purposes of Section 2.6 and shall the procedures specified herein must be accompanied satisfied as to such new Offer before the Offered Shares may be Disposed of by the Offering Shareholder. (h) For the purposes of Section 2.6, the written notice of an Offer must be a notice in writing complying with the further requirements of this Section 2.6(h), signed by the Offering Shareholder and sent to the Company or Xxxxxx (or the Management Shareholders, as applicable), in one of the ways prescribed in Section 6.1. The written notice must contain a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, setting forth the price contained in the Transfer Offer and the other material all terms and conditions of the Transfer Offer). At any time within 30 days after Offer and the date name, address and a description of the receipt by the Company, Vestar and Sheridan business or other occupation of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase offeror. Any notice that does not contain all (but not less than all) of the Transfer Securities covered by information required in this Section 2.6(h) or which otherwise does not comply with the Transfer Offer either (i) requirements of this Section shall not constitute "written notice of the Offer" for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option purposes of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,this Section 2.

Rights of First Refusal. A. Before any shares of Company Stock, or any beneficial interest therein, may be sold, transferred or assigned (aincluding transfer by operation of law or sale in the event of a foreclosure) Each Management Investor and their Permitted Transferees agree that ifor pledged, hypothecated or encumbered by any of the Stockholders (a "Selling Stockholder") (except to a bank or other lending institution to secure loans extended by such bank or other lending institution for any purpose, which bank or other lending institution, prior to a Qualified Public Offeringsuch pledge, hypothecation or encumbrance, agrees in writing to be bound by the provisions of this Agreement and delivers written notice of such agreement to the Company), except as otherwise provided herein, such Management Investor shares shall first be offered to the Company and other Stockholders owning the same class or any series of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Company Stock (the "Transfer SecuritiesApplicable Class Stockholders") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal . Any purported transfer in violation of the provisions of this Section III shall be void and ineffective, and shall not operate to transfer any interest in or title to the shares of Company Stock to the purported transferee. B. The Selling Stockholder shall deliver a notice (the "Notice") to the Company stating (i) his bona fide intention to sell or transfer such shares, (ii) the number of shares proposed to be sold or transferred (the "Noticed Shares"), (iii) the price contained infor which it is proposed to sell or transfer the Noticed Shares (in the case of a transfer not involving a sale, such price shall be deemed to be fair market value of the Noticed Shares as determined pursuant to Section III.D hereof) and the terms of payment of that price and other terms and conditions of sale, and (iv) the name and address of the proposed purchaser or transferee. A Selling Stockholder shall not effect, or attempt to effect, any sale or other transfer for value of the Company Stock other than for money or an obligation to pay money. C. For a period of thirty (30) days after receipt of the Notice, the Company (or its assignee or assignees other than BABF City Corp. ("BABF") or an Affiliate (as defined in Section IV.E) thereof (any such assignee being called a "Permitted Assignee")) shall have the option, but not the obligation, to purchase all, but not less than all, of the Noticed Shares. If the Company (including its Permitted Assignee or Permitted Assignees) elects not to purchase all the Noticed Shares, it shall give written notice within the thirty (30) day period following receipt of the Notice, and, for a period of twenty (20) days after receipt of the aforementioned notice from the Company, the other Applicable Class Stockholders have the option, but not the obligation to purchase all but not less than all of the Noticed Shares (which purchase shall be, unless otherwise agreed upon by the Applicable Class Stockholders, pro rata -------- in proportion to the number of shares of such class or series held by each Applicable Class Stockholder that elects to purchase the Noticed Shares) on the same terms and conditions as set forth in the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy Notice. The price per share of the Transfer Offer (which Noticed Shares purchased pursuant to this Section III.C shall identify be, in the Offeror, the Transfer Securitiescase of a sale, the price contained per share as set forth in the Transfer Offer Notice and, in the case of a transfer not involving a sale, the fair market value of such shares determined pursuant to Section III.D hereof, and the purchase shall be in all other material respects on the same terms and subject to the same conditions as those set forth in the Notice. D. In the case of a transfer of shares of Company Stock not involving a sale, the fair market value of the Transfer Offer). At any time within 30 days after the date of the receipt shares shall be determined in good faith by the Company's Board of Directors, Vestar which determination will be final and Sheridan binding upon all parties and persons claiming under or through them. Anything in this Section III.D to the contrary notwithstanding, if a Selling Stockholder is not satisfied with the determination of fair market value, such Stockholder may elect not to proceed with the proposed transfer of shares of Company Stock not involving a sale and retain such shares under this Agreement. E. If the Company (including its Permitted Assignee or Permitted Assignees) or the other Applicable Class Stockholders, as applicable, do not elect to purchase all of the Transfer Noticeshares of Company Stock to which the Notice refers as provided in Section III.B hereof, then none of such shares shall be purchased (unless the Selling Stockholder elects otherwise), and subject to Section 3.8(c), the Company, Vestar and Sheridan Selling Stockholder may sell or any of their designated Affiliates shall have the right and option to purchase transfer all (but not less than all) of such shares (less any shares which it has elected to sell pursuant to the Transfer Securities covered by election permitted in the Transfer Offer either first parenthetical of this section III.E) to the purchaser or transferee named in the Notice at, in the case of a sale, the price specified in the Notice or at a higher price, provided that such sale or transfer is consummated within five (5) months of the date of the Notice to the Company. F. Notwithstanding subsections A through E of this Section III, neither the Company nor any Stockholder shall have any rights under this Section III: (i) for in connection with and at any time subsequent to the same consideration and closing of an underwritten public offering of Company Common Stock pursuant to a registration statement declared effective under the Act following which the Company Common Stock is listed on the same terms and conditions as the Transfer Offer a national securities exchange or The Nasdaq Stock Market; or (ii) if at any time after any transfer of equity securities of the Transfer Offer includes any consideration other than cash, then, at the sole option of Company in connection with a sale or business combination involving the Company, Vestarwhether such sale or business combination is effected by merger, Sheridanconsolidation, sale of assets or any sale or exchange of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority stock representing one hundred percent (100%) of the members voting power of the Company's Board Company Stock (in terms of Directors. If number of votes for the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date election of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,directors).

Rights of First Refusal. 23.1. Any Shareholder proposing to transfer all or any of his shares in the Company other than to a Permitted Transferee (athe “Offeror”) Each Management Investor shall first offer such shares (the “Offered Shares”), at the price and on the terms of the proposed transfer, by written notice to each Shareholder who holds no less than 5% of the issued and outstanding shares capital of the Company on an As-Converted Basis (the “Offerees”) (with a copy to the Company). The notice shall include the identity of the purchaser, the proposed price and terms of sale of the Offered Shares and the pro rata share of the Offeree (in proportion to the respective holdings of the Offerees) with respect to the Offered Shares (the “Offer”). Any Offeree may accept such offer in respect of all or any of the Offered Shares by giving the Offeror (with a copy to the Company) notice to that effect within twenty (20) days after receiving the Offer. Failure to timely accept the Offered Shares, in whole or in part, shall be deemed as a decision not to purchase any of the Offered Shares. 23.2. If the acceptances, in the aggregate, are in respect of all of, or more than, the Offered Shares, then the accepting Offerees shall be entitled to acquire the Offered Shares, on the terms aforementioned, in proportion to their Permitted Transferees agree respective holdings of shares, provided that ifno Offeree shall be entitled to acquire under the provisions of this Article 23 more than the number of Offered Shares initially accepted by such Offeree, and upon the allocation to him of the full number of shares so accepted, he shall be disregarded in any subsequent computations and allocations hereunder. Any shares remaining after the computation of such respective entitlements shall be re-allocated among the Offerees (other than those to be disregarded as aforesaid), in the same manner, until one hundred percent (100%) of the Offered Shares have been allocated as aforesaid. 23.3. If the acceptances by Offerees, in the aggregate, are in respect of less than one hundred percent (100%) of the Offered Shares, then the accepting Offerees shall not be entitled to acquire any Offered Shares, and the Offeror, at the expiration of the aforementioned twenty (20) day period, shall be entitled, subject to compliance with the provisions of Articles 22, 24 and 26, to transfer the Offered Shares at a price not lower and on terms no more favorable to the buyer(s) than those stated in the Offer, and provided further that if the Offered Shares are not transferred within ninety (90) days after the expiration of such twenty (20)-day period, any subsequent sale shall again be subject to the provisions of this Article 23. 23.4. The right of first refusal granted under this Article 23 shall expire immediately prior to consummation of a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (aExcept with respect to an offer described in Section 4 hereof or a transfer pursuant to Section 3(c) Each Management Investor and their Permitted Transferees agree that ifhereof, prior to if a Qualified Public Offering, such Management Investor or any of its Permitted Transferees Stockholder receives a bona fide offer (a "Transfer Offer") to purchase such Stockholder's shares of Company Common Stock or any or all Securities portion thereof, which offer such Stockholder desires to accept, such Stockholder (the "Transfer SecuritiesOffering Stockholder") then owned by shall so notify the Company and each other Stockholder in writing and deliver to each of them a copy of such Management Investor or such Management Investor's Permitted Transferees (collectivelyoffer along with, if not clearly reflected therein, the "Management Investor's Transfer Group") from any Person name of the offeror, the principal occupation of the offeror (or in the case of an offeror that is not a natural person, its principal line of business), the price and form of consideration offered for such shares of Company Common Stock, the number of shares of Company Common Stock in respect of which such offer is made, the date of the proposed closing and all other terms and conditions of such offer (the "OfferorOffering Notice") which any member ). In order to facilitate the prompt delivery of the Management Investor's Transfer Group wishes Offering Notice, the Company hereby covenants to accept provide any Offering Stockholder access to the stock record books of the Company. Within fifteen (15) days following delivery of the Offering Notice (the "Management Investor OffereeCompany's Option Period"), the Management Investor Offeree Company shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") determine, in its sole discretion, whether it will purchase any of such Transfer Offer to shares of Company Common Stock for the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (same price set forth in the manner set forth below) at a price equal to the price contained inOffering Notice, and upon payable on the same terms and conditions as set forth therein. The Company shall notify the terms Offering Stockholder and conditions contained in, each other Stockholder of its decision in writing prior to the Transfer Offer and shall be accompanied by a true and complete copy expiration of the Transfer Offer Company's Option Period. If the Company elects not to purchase all of such shares of Company Common Stock, then for a period of fifteen (which shall identify 15) days following the Offerorexpiration of the Company's Option Period (the "Common Stockholders' Option Period"), the Transfer Securities, the price contained in the Transfer Offer and each of the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Common Stockholders shall have the right and option option, but not the obligation, to purchase all (but his or her pro rata portion of such shares of Company Common Stock as are not less than all) of the Transfer Securities covered to be purchased by the Transfer Offer either (i) for Company at the same consideration price per share and on the same terms and conditions as contained in the Transfer Offer or (ii) if Offering Notice. For purposes of this Agreement, a Common Stockholder's pro rata portion shall be a fraction, the Transfer Offer includes any consideration numerator of which is the number of shares of Company Common Stock owned by such Common Stockholder and the denominator of which is the number of shares of Company Common Stock owned by all Common Stockholders other than cashthe Offering Stockholder. In the event a Common Stockholder elects not to purchase his or her pro rata portion (a "Non-Purchasing Common Stockholder"), thenthen any other Common Stockholder electing to purchase (a "Purchasing Common Stockholder") his or her pro rata portion shall also have the right, at on a pro rata basis with each other Purchasing Common Stockholder, to purchase the sole option shares constituting the pro rata portion of each Non-Purchasing Common Stockholder. All Purchasing Common Stockholders shall notify the CompanyOffering Stockholder, Vestar, Sheridan, or any the Company and each other Stockholder of their designated Affiliates, as applicable, at the equivalent all cash price, determined decisions in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or writing prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Common Stockholders' Option Period.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees The Company shall not issue, sell or exchange, agree that ifto issue, prior to a Qualified Public Offeringsell or exchange, such Management Investor or reserve or set aside for issuance, sale or exchange, (i) any shares of its Permitted Transferees receives a bona fide offer Common Stock, (a "Transfer Offer"ii) any other equity securities of the Company, including, without limitation, shares of preferred stock, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or all Securities (iv) any debt securities convertible into capital stock of the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees Company (collectively, the "Management Investor's Transfer GroupCompany Securities") from ), unless in each such case the Company shall have first complied with this Article III. The Company shall deliver to the Purchaser a written notice of any Person proposed or intended issuance, sale or exchange of Company Securities (the "OfferorOffer"), which Offer shall (i) identify and describe the Company Securities, (ii) describe the price and other terms upon which any member they are to be issued, sold or exchanged, and the number or amount of the Management Investor's Transfer Group wishes Company Securities to accept be issued, sold or exchanged, (iii) identify the persons or entities, if known, to which or with which the Company Securities are to be offered, issued, sold or exchanged, and (iv) offer to issue and sell to or exchange with the Purchaser such portion of the Company Securities as the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Series B Shares even if such conversion has not yet been effected) then held by the Purchaser bears to the total number of shares of Common Stock then outstanding (including shares of Common Stock issuable upon conversion of outstanding convertible securities without the payment of additional consideration even if such conversion has not yet been effected) (the "Management Investor OffereePreemptive Amount"). The Purchaser shall have the right, for a period of 10 days following delivery of the Offer, to purchase or acquire, at the price and upon the other terms specified in the Offer, the number or amount of Company Securities described above. The Offer by its term shall remain open and irrevocable for such 10-day period. (b) To accept an Offer, in whole or in part, the Purchaser must deliver a written notice to the Company prior to the end of the 10-day period of the Offer, setting forth the portion of the Preemptive Amount that the Purchaser elects to purchase (the "Notice of Acceptance"). (c) In the event that a Notice of Acceptance is not given by the Purchaser in respect of all the Company Securities, the Company shall have 90 days from the expiration of the period set forth in Section 1(a) to issue, sell or exchange all or any part of such Company Securities as to which a Notice of Acceptance have not been given by the Purchaser (the "Refused Securities"), but only to the Management Investor Offeree offerees or purchasers described in the Offer and only upon terms and conditions (including, without limitation, unit prices and interest rates) which are not more favorable, in the aggregate, to the acquiring person or persons or less favorable to the Company than those set forth in the Offer. (d) In the event the Company shall cause propose to sell less than all the Transfer Offer Refused Securities (any such sale to be in the manner and on the terms specified in Section 1(c)), then the Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Company Securities specified in the Notice of Acceptance to an amount that shall be not less than the number or amount of the Company Securities that the Purchaser elected to purchase pursuant to Section 1(b), multiplied by a fraction (i) the numerator of which shall be the number or amount of Company Securities the Company actually proposes to issue, sell or exchange (including Company Securities to be issued or sold to the Purchaser pursuant to Section 1(b) prior to such reduction) and (ii) the denominator of which shall be the amount of all Company Securities. In the event that the Purchaser so elects to reduce the number or amount of Company Securities specified in the Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Company Securities unless and until such securities have again been offered to writing and the Purchaser in accordance with Section 1(a). (e) Upon the closing of the issuance, sale or exchange of all or less than all the Refused Securities, the Purchaser shall provide a written notice (the "Transfer Notice") of such Transfer Offer to acquire from the Company, Vestar and Sheridan. The Transfer Notice the Company shall also contain an irrevocable offer to sell the Transfer Securities issue to the CompanyPurchaser, Vestar and Sheridan (the number or amount of Company Securities specified in the manner set forth belowNotice of Acceptance, as reduced pursuant to Section 1(d) at a price equal to if the price contained inPurchaser has so elected, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained specified in the Transfer Offer Offer. The purchase by the Purchaser of any Company Securities is subject in all cases to the preparation, execution and delivery by the Company and the other material terms Purchaser of a purchase agreement relating to such Company Securities reasonably satisfactory in form and conditions of substance to the Transfer Offer). At any time within 30 days after the date of the receipt Purchaser and its counsel. (f) Any Company Securities not acquired by the CompanyPurchaser or other persons in accordance with Section 1 may not be issued, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan sold or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior exchanged until they are again offered to the 60th day after Purchaser under the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement procedures specified in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,this Article III.

Rights of First Refusal. Upon receipt of a Transfer Notice and subject to all of the provisions of this Section 6.2, the Corporation and the Other Shareholders shall have the following rights and options: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") The Corporation shall have the first right to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management InvestorOfferor's Securities if it gives a notice in writing (an “Acceptance Notice”) accepting the offer contained in the Transfer Group Notice and specifying the number of the Offeror's Securities it wishes to accept acquire. (b) If the "Management Investor Offeree")Corporation does not give an Acceptance Notice to purchase any or all of the Offeror's Securities at least one Business Day prior to the expiration of the Acceptance Period, each of the Management Investor Offeree Other Shareholders shall cause have the Transfer Offer right to purchase up to its Pro Rata Share of the Offeror's Securities not to be reduced to writing and shall provide a written notice (purchased by the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) Corporation at a price equal to the price contained in, and upon the same terms and conditions as on the terms and conditions contained in, in the Transfer Offer Notice. (c) Subject to Sections 6.2(a) and shall be accompanied by a true and complete copy (b), within the Acceptance Period, each of the Transfer Offer (which shall identify Other Shareholders may give to the Offeror, Transferring Shareholder an Acceptance Notice accepting the Transfer Securities, the price offer contained in the Transfer Offer Notice and specifying the other material terms and conditions maximum number of the Transfer OfferOfferor's Securities not to be purchased by the Corporation that it wishes to acquire (which number may be greater than or less than its Pro Rata Share). At any time within 30 days after the date Each of the receipt Other Shareholders shall have the right to purchase up to its Pro Rata Share of the Offeror's Securities not to be purchased by the Company, Vestar and Sheridan Corporation (which for purposes of this Section 6.2 shall be calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as nearly as may be determined without division into fractions and, if available, a number of the Offeror's Securities not to be purchased by the Corporation greater than its Pro Rata Share up to a stated maximum. Any Other Shareholder who does not give an Acceptance Notice within the Acceptance Period shall be deemed to have declined to purchase any of the Offeror's Securities. If any Other Shareholder does not give an Acceptance Notice within the Acceptance Period or specifies in its Acceptance Notice a number of Shares less than its Pro Rata Share, the resulting unaccepted Offeror's Securities shall be deemed to have been offered by the Transferring Shareholder to such of the Other Shareholders who specified in their respective Acceptance Notices a desire to acquire a number of the Offeror's Securities not to be purchased by the Corporation greater than their Pro Rata Share, and each such Other Shareholder is, subject to Section 3.8(cthe maximum number of the Offeror's Securities specified in its Acceptance Notice, entitled to acquire its Pro Rata Share (calculated relative to each of the other Shareholders wishing to purchase more than its Pro Rata Share) of the unaccepted Offeror's Securities based upon the number of Shares (calculated on an as-if converted to Common Shares basis) owned by such Other Shareholders (calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as between themselves, or in such other proportion as such Other Shareholders may agree in writing. If (i) the CompanyCorporation gives notice pursuant to Section 6.2(a) to purchase all of the Offeror's Securities or (ii) the Other Shareholders, Vestar and Sheridan or any of them, give Acceptance Notices within the Acceptance Period confirming their designated Affiliates shall have the right and option agreement to purchase all of the Offeror's Securities not to be purchased by the Corporation, the sale of the Offeror's Securities to the Corporation and/or such Other Shareholders shall be completed within 15 Business Days of the expiry of the Acceptance Period. (d) If both (i) the Corporation does not give an Acceptance Notice to purchase all of the Shares at least one Business Day prior to the expiry of the Acceptance Period and (ii) the Other Shareholders do not give notice of acceptance prior to the expiry of the Acceptance Period which would result in the purchase of all, but not less than all) , of the Transfer Offeror's Securities covered not to be purchased by the Corporation, the Transferring Shareholder will, notwithstanding any notices of acceptance of the Offeror's Securities by the Corporation or any Other Shareholders, subject to the provisions of Section 6.3, have the right to sell the Offeror's Securities to the Third Party Offeror for a period of 60 Business Days from the expiration of the Acceptance Period for a price not less than that provided for in the Transfer Offer either (i) for the same consideration Notice and on the same terms and conditions as not materially more favorable to the Third Party Offeror than those set out in the Transfer Offer Notice, provided that such Third Party Offeror first executes and delivers to the Corporation an Assumption Agreement. If such Transfer is not consummated within such 60 Business Day period, the Transferring Shareholder will not Transfer any of the Offeror's Securities without again complying with all of the provisions of Section 6.1 and Section 6.2. (e) Any Transfer entered into in connection with this Section 6.2 shall not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iif) if For greater certainty, no rights shall arise under this Article 6 in respect of any purchases by Other Shareholders pursuant to the exercise of rights under this section. (g) The provisions of Section 6.1 and 6.2 shall not apply to the Transfer Offer includes of any consideration other than cashShares or Convertible Securities pursuant to the provisions of Section 6.3 or 6.4 and which are exercised in accordance with the terms thereof. (h) Each Other Shareholder may assign its right to exercise its right of first refusal under this 6.2, thenin whole or in part, at to any of its Affiliates, or, in the sole option case of the CompanyFrancisco Partners Group, Vestarthe MS Investors, Sheridan, the Mxxxxxxx Group or the EdgeStone Group to any member or members of the Francisco Partners Group or the MS Investors or any of their designated AffiliatesMS Affiliate or the Mxxxxxxx Group or the EdgeStone Group, as applicable, at provided such member or members (and Controlling Persons in the equivalent all cash price, determined in good faith by a majority case of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringMxxxxxxx Group) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,have first entered into an Assumption Agreement.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifExcept with respect to Transfers permitted pursuant to Section 5.2, prior if a Stockholder wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that such Offeror first -------- offers to sell such shares of Voting Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the -------- Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating ------------ in reasonable detail such price or other consideration and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject shares of Voting Stock offered for sale pursuant to the provisions of this Section 3.8(c)5.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such shares of Voting Stock shall have the right and option to purchase sell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and such shares of Voting Stock on the same terms and conditions as including the Transfer price or other consideration specified in the Offer or Notice, free from the restrictions of Section 5.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) in a bona fide transaction, for a period of ninety (90) days from the date that the Offer expires hereunder, provided that any such purchaser shall prior to such transfer, if the Transfer Offer includes any consideration such purchaser shall be receiving shares of Voting Stock, other than cashshares of Class A Common Stock, thenagree in writing to be bound by all of the provisions of this Agreement. At the end of such ninety (90) day period, the Offeror shall notify the Company and the Offeree in writing whether its shares of Voting Stock have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such shares of Voting Stock shall again become subject to all of the restrictions and provisions of this Section 5.3. (c) If the Offeree accepts the offer set forth in the Offer Notice, the purchase price or other consideration per share of the shares of Voting Stock purchased by the Offeree shall be the price or other consideration per share offered to be paid by the prospective transferee described in the Offer Notice, which price shall be paid in cash and/or such other consideration, at the sole option election of the CompanyOfferee. (d) If the Offeree accepts the offer set forth in the Offer Notice, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority closing of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, purchase shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery take place at the principal office of Sheridan of certificates the Company or such other instruments representing location as shall be mutually agreeable to the Transfer Securities so purchasedOfferor and Offeree, appropriately endorsed by and the Management Investor Offeree. If purchase price shall be paid at the end closing by wire transfer of immediately available funds or in such 30-day period,other appropriate form if for consideration other than cash. At the closing, the Offeror shall deliver to the Offeree the certificates evidencing the shares of Voting Stock to be transferred, duly endorsed and in negotiable form as well as the items listed in Section 5.4.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIn the event Home or its Affiliates intend, prior at any time after the occurrence of an Acquisition Event to sell, transfer or dispose of any Restricted Stock (other than to an Affiliate of Home in a transaction not intended to circumvent the transfer restrictions contained in this Agreement) other than (i) pursuant to a Qualified Public Offeringsale or transfer of Warrants to one or more underwriters or dealers in accordance with Section 3.4(c) (in which case Section 3.11(b) shall govern) or (ii) at any time after CU has failed for any reason to repurchase such Restricted Stock pursuant to Article II hereof on the closing date scheduled for such repurchase, such Management Investor or any then: (i) Home shall notify CU in writing of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") or its Affiliate's intention to sell, transfer or dispose of such Restricted Stock specifying the number of shares or amount of Warrants, as the case may be, proposed to be disposed of, the identity or identities of the prospective purchaser or purchasers thereof, the proposed purchase price therefor and the material terms of any or all Securities agreement relating thereto (the "Transfer SecuritiesSale Notice"); and (ii) then owned CU shall have the right, by written notice of its exercise of its right of first refusal given to Home within 15 calendar days after CU's receipt of such Management Investor notice of intention from Home, to purchase (or such Management Investor's Permitted Transferees (collectivelyto cause a Person designated by CU to purchase) all, but not less than all of, the "Management InvestorRestricted Stock specified in such notice of intention for cash at the gross price set forth therein (including broker's Transfer Group"commissions and other transaction costs of Home or its Affiliate to be paid or absorbed by the prospective purchaser) from if the terms set forth in such notice of intention provide for a cash sale. If the purchase price specified in such notice of intention include any Person property other than cash, the purchase price at which CU shall be entitled to purchase shall be (x) the "Offeror"amount of cash included in the purchase price specified in such notice of intention plus (y) which property, to the extent feasible, substantially similar to the property described in such notice of intention and in any member case of equivalent value to such property (as agreed to by CU and Home, or as determined by a nationally recognized investment banking firm selected by Home and CU). If CU shall have exercised its right of first refusal under this paragraph (a) (including the Management Investor's Transfer Group wishes designation of another purchaser as referred to accept (in the "Management Investor Offeree"next subparagraph), the Management Investor Offeree closing of the purchase of the Restricted Stock as to which such right CU shall have been exercised shall take place as promptly as practicable, but in no event more than 10 Business Days after CU gives notice of such exercise, and if such closing does not occur within such 10 days, such right of first refusal provided for herein (including any assignment thereof) shall be null and void and of no further force and effect with respect to such Restricted Stock and this Section 3.11 shall no longer apply to any sale or disposition or proposed sale or disposition of such Restricted Stock; provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory authority is required in connection with such purchase, CU shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated, or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If CU elects not to exercise, or fails to exercise or cause the Transfer Offer to be reduced exercised, its right of first refusal provided in this paragraph (a) within the time specified for such exercise or if the Federal Reserve Board or any other regulatory authority disapproves of CU's proposed purchase, Home and its Affiliates shall be free thereafter for a period of 90 days to consummate the sale, transfer or other disposition with any purchaser or purchasers of the Restricted Stock who shall have been specified in the sale notice at the price (or at any price in excess of such price) and on substantially the terms specified therein. The right of first refusal provided for in this paragraph (a) may only be exercised with respect to the initial sale, transfer or other disposition of the Restricted Stock by Home or an Affiliate (whether in blocks or as a whole) to a person that is not an Affiliate of Home and not to subsequent sales, transfers or other dispositions by purchasers of Restricted Stock. (b) If Home or its Affiliates at any time propose to transfer any Warrants to any underwriters or dealers pursuant to the provisions of Section 3.4, other than at any time after CU has failed for any reason to repurchase such Warrants pursuant to Article II hereof on the closing date scheduled for such repurchase, then Home shall first notify CU in writing of such intention, specifying the Warrants which it proposes to sell or transfer and the name or names of the proposed dealers or of the proposed managing underwriters in the underwriting syndicate to which the sale or transfer is proposed to be made. CU shall provide a have the right, exercisable by written notice (the "Transfer Notice") given to Home 15 calendar days after CU's receipt of such Transfer Offer notice from Home pursuant to the Companyimmediately preceding sentence, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell repurchase, or to cause a third party designated by CU to purchase, all, but not fewer than all, the Transfer Securities Warrants proposed to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as be sold or transferred on the terms and conditions contained in, the Transfer Offer hereinafter set forth. Any notice given by CU of exercise of its repurchase rights under this paragraph (b) shall specify a place in Los Angeles and shall be accompanied by a true Business Day not earlier than 10 days and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 not later than 15 days after the date of such notice for the receipt closing of the repurchase of the Warrants being repurchased. The purchase price payable to CU or its designee for the repurchase of Warrants pursuant to this paragraph (b) shall be a cash price equal to the product of (x) the number of Underlying Shares covered by the Company, Vestar and Sheridan relevant Warrants (calculated as of the Transfer Noticedate of the closing of the repurchase) and (y) the Share Price on such date. At the closing of a sale of Warrants pursuant to the foregoing provisions, CU or its designee will make payment to Home of the aggregate price for the Warrants to be repurchased in one of the manners set forth in Section 2.1(c). At such closing, Home shall deliver to CU or its designee the certificates representing the Warrants to be repurchased and CU shall deliver to Home replacement certificates representing the Warrants (if any) which are not to be repurchased but were covered by the certificate or certificates surrendered by Home. Any election by CU pursuant to this paragraph to exercise its repurchase rights in respect of Warrants shall be irrevocable. In the event CU fails timely to exercise its repurchase rights in respect of Warrants within the period specified above during which it must do so or notifies Home in writing prior to the expiration of such period that it does not intend to exercise such rights or its designee fails to repurchase Warrants on the date set for the closing of such a purchase, Home and its Affiliates shall be free thereafter to consummate the sale and transfer of the Warrants specified in this notice to CU under this paragraph to any underwriters or dealers who agree to exercise the Warrants and sell the Underlying Shares in accordance with the provisions of Section 3.4(c), and subject this Section 3.11 shall no longer apply to Section 3.8(c), the Company, Vestar and Sheridan such sale or any transfer of their designated Affiliates such Warrants. (c) Home shall have the right and option to purchase all withdraw any notice given by it pursuant to this Section 3.11 at any time before CU shall have given notice of its intention to exercise its right of first refusal hereunder (but not less than all) including by designation of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,another purchaser).

Rights of First Refusal. If the Director desires to accept an offer (a) Each Management Investor which must be in writing and their Permitted Transferees agree that iffor cash, prior to a Qualified Public Offering, such Management Investor or any of be irrevocable by its Permitted Transferees receives terms for at least 60 days and be a bona fide offer (a "Transfer Offer"as determined in good faith by the Board) from any prospective purchaser to purchase all or any or all Securities part of the Shares at any time owned by the Director, the Director shall give notice in writing to the Company and the Xxxxxxx, Dubilier & Rice Fund V Limited Partnership (the "Transfer SecuritiesCD&R FUND") then owned by (i) designating the number of Shares proposed to be sold, (ii) naming the prospective purchaser of such Management Investor or such Management Investor's Permitted Transferees Shares and (collectively, iii) specifying the "Management Investor's Transfer Group") from any Person price (the "OfferorOFFER PRICE") which any member of the Management Investor's Transfer Group wishes to accept at and terms (the "Management Investor OffereeOFFER TERMS") upon which the Director desires to sell the same. During the 30-day period following receipt of such notice by the Company and CD&R Fund (the "FIRST REFUSAL PERIOD"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right to purchase from the Director all (but not less than all) of the Shares specified in such notice, at the Offer Price and option on the Offer Terms. The Company hereby undertakes to use reasonable efforts to act as promptly as practicable following receipt of such notice to determine whether it shall elect to exercise such right. If the Company fails to exercise such right within the First Refusal Period, CD&R Fund shall have the right to purchase all (but not less than all) of the Transfer Securities covered by Shares specified in such notice, at the Transfer Offer either (i) for the same consideration Price and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, thenTerms, at any time during the sole option period beginning on the earlier of (x) the end of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after First Refusal Period and (y) the date of receipt by CD&R Fund of written notice that the CompanyCompany has elected not to exercise its rights under this Section 5(a) and ending 30 days thereafter (the "SECOND REFUSAL PERIOD"). The rights provided hereunder shall be exercised by written notice to the Director given at any time during the applicable period. If such right is exercised, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan Company or any other designated AffiliatesCD&R Fund, as applicablethe case may be, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering Director a certified or bank check or checks in (orfor the Offer Price, if the Management Investor Offeree so elects at least three business days prior payable to the closing date in a writing specifying order of the Management Investor Offeree's bank account and other wire Transfer instructionsDirector, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities Shares so purchased, appropriately endorsed by the Management Investor OffereeDirector. If such right shall not have been exercised prior to the expiration of the Second Refusal Period, then at any time during the 30 days following the expiration of the Second Refusal Period, the Director may sell such Shares to (but only to) the intended purchaser named in the Director's notice to the Company and CD&R Fund at the end Offer Price and on the Offer Terms specified in such notice, free of all restrictions or obligations imposed by, and free of any rights or benefits set forth in, Sections 5 and 6 of this Agreement, provided that such 30-day period,intended purchaser shall have agreed in writing to make and be bound by the representations, warranties and covenants set forth in Section 3 hereof, other than those set forth in the first sentence of Section 3(h), pursuant to an instrument of assumption satisfactory in substance and form to the Company.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIn the event CU or its Affiliates intend, prior at any time after the occurrence of an Acquisition Event to sell, transfer or dispose of any Restricted Stock (other than to an Affiliate of CU in a transaction not intended to circumvent the transfer restrictions contained in this Agreement) other than (i) pursuant to a Qualified Public Offeringsale or transfer of Warrants to one or more underwriters or dealers in accordance with Section 3.4(c) (in which case Section 3.11(b) shall govern) or (ii) at any time after Home has failed for any reason to repurchase such Restricted Stock pursuant to Article II hereof on the closing date scheduled for such repurchase, such Management Investor or any then: (i) CU shall notify Home in writing of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") or its Affiliate's intention to sell, transfer or dispose of such Restricted Stock specifying the number of shares or amount of Warrants, as the case may be, proposed to be disposed of, the identity or identities of the prospective purchaser or purchasers thereof, the proposed purchase price therefor and the material terms of any or all Securities agreement relating thereto (the "Transfer SecuritiesSale Notice"); and (ii) then owned Home shall have the right, by written notice of its exercise of its right of first refusal given to CU within 15 calendar days after Home's receipt of such Management Investor notice of intention from CU, to purchase (or such Management Investor's Permitted Transferees (collectivelyto cause a Person designated by Home to purchase) all, but not less than all of, the "Management InvestorRestricted Stock specified in such notice of intention for cash at the gross price set forth therein (including broker's Transfer Group"commissions and other transaction costs of CU or its Affiliate to be paid or absorbed by the prospective purchaser) from if the terms set forth in such notice of intention provide for a cash sale. If the purchase price specified in such notice of intention include any Person property other than cash, the purchase price at which Home shall be entitled to purchase shall be (x) the "Offeror"amount of cash included in the purchase price specified in such notice of intention plus (y) which property, to the extent feasible, substantially similar to the property described in such notice of intention and in any member case of equivalent value to such property (as agreed to by Home and CU, or as determined by a nationally recognized investment banking firm selected by CU and Home). If Home shall have exercised its right of first refusal under this paragraph (a) (including the Management Investor's Transfer Group wishes designation of another purchaser as referred to accept (in the "Management Investor Offeree"next subparagraph), the Management Investor Offeree closing of the purchase of the Restricted Stock as to which such right Home shall have been exercised shall take place as promptly as practicable, but in no event more than 10 Business Days after Home gives notice of such exercise, and if such closing does not occur within such 10 days, such right of first refusal provided for herein (including any assignment thereof) shall be null and void and of no further force and effect with respect to such Restricted Stock and this Section 3.11 shall no longer apply to any sale or disposition or proposed sale or disposition of such Restricted Stock; provided that if prior notification to or approval of the Federal Reserve Board or any other regulatory authority is required in connection with such purchase, Home shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (i) any required notification period has expired or been terminated, or (ii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. If Home elects not to exercise, or fails to exercise or cause the Transfer Offer to be reduced exercised, its right of first refusal provided in this paragraph (a) within the time specified for such exercise or if the Federal Reserve Board or any other regulatory authority disapproves of Home's proposed purchase, CU and its Affiliates shall be free thereafter for a period of 90 days to consummate the sale, transfer or other disposition with any purchaser or purchasers of the Restricted Stock who shall have been specified in the sale notice at the price (or at any price in excess of such price) and on substantially the terms specified therein. The right of first refusal provided for in this paragraph (a) may only be exercised with respect to the initial sale, transfer or other disposition of the Restricted Stock by CU or an Affiliate (whether in blocks or as a whole) to a person that is not an Affiliate of CU and not to subsequent sales, transfers or other dispositions by purchasers of Restricted Stock. (b) If CU or its Affiliates at any time propose to transfer any Warrants to any underwriters or dealers pursuant to the provisions of Section 3.4, other than at any time after Home has failed for any reason to repurchase such Warrants pursuant to Article II hereof on the closing date scheduled for such repurchase, then CU shall first notify Home in writing of such intention, specifying the Warrants which it proposes to sell or transfer and the name or names of the proposed dealers or of the proposed managing underwriters in the underwriting syndicate to which the sale or transfer is proposed to be made. Home shall provide a have the right, exercisable by written notice (the "Transfer Notice") given to CU 15 calendar days after Home's receipt of such Transfer Offer notice from CU pursuant to the Companyimmediately preceding sentence, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell repurchase, or to cause a third party designated by Home to purchase, all, but not fewer than all, the Transfer Securities Warrants proposed to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as be sold or transferred on the terms and conditions contained in, the Transfer Offer hereinafter set forth. Any notice given by Home of exercise of its repurchase rights under this paragraph (b) shall specify a place in Los Angeles and shall be accompanied by a true Business Day not earlier than 10 days and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 not later than 15 days after the date of such notice for the receipt closing of the repurchase of the Warrants being repurchased. The purchase price payable to Home or its designee for the repurchase of Warrants pursuant to this paragraph (b) shall be a cash price equal to the product of (x) the number of Underlying Shares covered by the Company, Vestar and Sheridan relevant Warrants (calculated as of the Transfer Noticedate of the closing of the repurchase) and (y) the Share Price on such date. At the closing of a sale of Warrants pursuant to the foregoing provisions, Home or its designee will make payment to CU of the aggregate price for the Warrants to be repurchased in one of the manners set forth in Section 2.1(c). At such closing, CU shall deliver to Home or its designee the certificates representing the Warrants to be repurchased and Home shall deliver to CU replacement certificates representing the Warrants (if any) which are not to be repurchased but were covered by the certificate or certificates surrendered by CU. Any election by Home pursuant to this paragraph to exercise its repurchase rights in respect of Warrants shall be irrevocable. In the event Home fails timely to exercise its repurchase rights in respect of Warrants within the period specified above during which it must do so or notifies CU in writing prior to the expiration of such period that it does not intend to exercise such rights or its designee fails to repurchase Warrants on the date set for the closing of such a purchase, CU and its Affiliates shall be free thereafter to consummate the sale and transfer of the Warrants specified in this notice to Home under this paragraph to any underwriters or dealers who agree to exercise the Warrants and sell the Underlying Shares in accordance with the provisions of Section 3.4(c), and subject this Section 3.11 shall no longer apply to Section 3.8(c), the Company, Vestar and Sheridan such sale or any transfer of their designated Affiliates such Warrants. (c) CU shall have the right and option to purchase all withdraw any notice given by it pursuant to this Section 3.11 at any time before Home shall have given notice of its intention to exercise its right of first refusal hereunder (but not less than all) including by designation of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,another purchaser).

Rights of First Refusal. Upon receipt of a Transfer Notice and subject to all of the provisions of this Section 6.2, the Other Shareholders shall have the following rights and options: (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") the Other Shareholders shall have the right to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member up to its Pro Rata Share of the Management InvestorOfferor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as on the terms and conditions contained in, in the Transfer Offer and shall be accompanied by a true and complete copy Notice. (b) Within the Acceptance Period, each of the Transfer Offer Other Shareholders may give to the Transferring Shareholder a notice in writing (which shall identify an "ACCEPTANCE NOTICE") accepting the Offeror, the Transfer Securities, the price offer contained in the Transfer Offer Notice and specifying the other material terms and conditions maximum number of the Transfer OfferOfferor's Securities it wishes to acquire (which number may be greater than or less than its Pro Rata Share). At any time within 30 days after the date Each of the receipt by Other Shareholders shall have the Company, Vestar and Sheridan right to purchase up to its Pro Rata Share of the Offeror's Securities (which for purposes of this Section 6.2 shall be calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as nearly as may be determined without division into fractions and, if available, a number of the Offeror's Securities greater than its Pro Rata Share up to a stated maximum. Any Other Shareholder who does not give an Acceptance Notice within the Acceptance Period shall be deemed to have declined to purchase any of the Offeror's Securities. If any Other Shareholder does not give an Acceptance Notice within the Acceptance Period or specifies in its Acceptance Notice a number of Shares less than its Pro Rata Share, the resulting unaccepted Offeror's Securities shall be deemed to have been offered by the Transferring Shareholder to such of the Other Shareholders who specified in their respective Acceptance Notices a desire to acquire a number of the Offeror's Securities greater than their Pro Rata Share, and each such Other Shareholder is, subject to Section 3.8(cthe maximum number of the Offeror's Securities specified in its Acceptance Notice, entitled to acquire its Pro Rata Share (calculated relative to each of the other Shareholders wishing to purchase more than its Pro Rata Share) of the unaccepted Offeror's Securities based upon the number of Shares (calculated on an as-if converted to Common Shares basis) beneficially owned by such Other Shareholders (calculated based on holdings on the day immediately prior to the delivery of the Transfer Notice), as between themselves, or in such other proportion as such Other Shareholders may agree in writing. If the CompanyOther Shareholders, Vestar and Sheridan or any of them, give Acceptance Notices within the Acceptance Period confirming their designated Affiliates shall have the right and option agreement to purchase all of the Offeror's Securities, the sale of the Offeror's Securities to such Other Shareholders shall be completed within 15 Business Days of the expiry of the Acceptance Period. (c) If the Other Shareholders do not give notice of acceptance prior to the expiry of the Acceptance Period which would result in the purchase of all, but not less than all) , of the Transfer Offeror's Securities, the Transferring Shareholder will, notwithstanding any notices of acceptance of the Offeror's Securities, subject to the provisions of Section 6.3, have the right to sell the Offeror's Securities covered by to the Third Party Offeror for a period of 60 Business Days from the expiration of the Acceptance Period for a price not less than that provided for in the Transfer Offer either (i) for the same consideration Notice and on the same terms and conditions as not materially more favourable than those set out in the Transfer Offer Notice, provided that such Third Party Offeror first executes and delivers to the Corporation an Assumption Agreement. If such Transfer is not consummated within such 60 Business Day period, the Transferring Shareholder will not Transfer any of the Offeror's Securities without again complying with all of the provisions of Section 6.1 and Section 6.2. (d) Any Transfer entered into in connection with this Section 6.2 shall not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iie) if For greater certainty, no rights shall arise under this Article 6 in respect of any purchases by Other Shareholders pursuant to the exercise of rights under this section. (f) The provisions of Sections 6.1 and 6.2 shall not apply to the Transfer Offer includes of any consideration other than cashShares pursuant to the provisions of Section 6.3, then6.4 or Article 7 and which are exercised in accordance with the terms thereof. (g) Each Other Shareholder may assign its right to exercise its right of first refusal under this 6.2, at in whole or in part, to any of its Affiliates, or, in the sole option case of EdgeStone or any member of the CompanyMatthews Group, Vestar, Sheridan, or to any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the mexxxx xx members of the Company's Board of Directors. If EdgeStone Group or the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated AffiliatesMatthews Group, as applicablethe caxx xxx xe, shall execute provided such member or members (and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringControlling Persons) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,have first entered into an Assumption Agreement.

Rights of First Refusal. (a) Each Management Investor Brothers Capital hereby grants to each of the Investors, and their Permitted Transferees agree each of the Investors hereby grants to Brothers Capital, a right of first refusal (the "Right of First Refusal") with respect to sales during the Restricted Period by such granting Shareholder (an "Offering Shareholder") of Shares now owned or hereafter acquired by it. During the Restricted Period, each time that ifan Offering Shareholder proposes to Transfer all or part of its Shares to any other person (the "Proposed Transferee"), such Offering Shareholder shall, prior to a Qualified Public Offeringconsummating any such Transfer, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a give written notice (the "Transfer Offer Notice") to each of such Transfer Offer the Shareholders entitled to the CompanyRight of First Refusal (the "Offeree Shareholders") in accordance with the following provisions. (b) The Offering Shareholder shall deliver an Offer Notice to each of the Offeree Shareholders stating (i) that the Offering Shareholder has received a binding offer from the Proposed Transferee(s), Vestar (ii) the number and Sheridan. The Transfer Notice shall also contain description of the Shares proposed to be transferred pursuant to the binding offer from the Proposed Transferee(s), (iii) the proposed price and terms and conditions upon which each Proposed Transferee offers to purchase such Shares, (iv) the name and address of each Proposed Transferee, and (v) an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (Offeree Shareholders such Shares set forth in the manner set forth below) Offer Notice at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration per Share and on the same terms and conditions as offered by the Transfer Proposed Transferee(s). The Offer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer. (c) By delivering a written notification to the Offering Shareholder within 15 calendar days after receipt of the Offer Notice (the "Exercise Period"), each Offeree Shareholder may elect to purchase, at the price and on the terms and conditions specified in the Offer Notice, up to its percentage share of the total number of Shares proposed to be transferred as specified in the Offer Notice, which shall be equal to the number of such Shares, multiplied by a fraction, the numerator of which shall be the number of Shares (on an as-converted basis) then owned by such Offeree Shareholder and the denominator of which shall be the total number of Shares (on an as-converted basis) then owned by all of the Offeree Shareholders. The Offering Shareholder shall promptly, in writing, inform each Offeree Shareholder that elects to purchase all the Shares available to it (a "Fully-Exercising Shareholder") of any other Offeree Shareholder's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Shareholder may elect to purchase up to its share of any unsubscribed Shares, which shall be equal to the number of such unsubscribed Shares multiplied by a fraction, the numerator of which shall be the number of Shares (on an as-converted basis) then owned by such Fully-Exercising Shareholder and the denominator of which shall be the total number of Shares (on an as-converted basis) then owned by all of the Fully-Exercising Shareholders. The Offering Shareholder shall repeat the process set forth in the immediately preceding two sentences until there remains either (i) no unsubscribed Shares, or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option no Fully-Exercising Shareholder electing to purchase its proportionate share of the Companyunsubscribed Shares during such five-day period. (d) If all Shares that the Offeree Shareholders are entitled to purchase pursuant to this Section 3.2 are not elected to be purchased as provided in Section 3.2(c), Vestarthe Offering Shareholder may, Sheridansubject to the Co-Sale Rights (as defined below) provided in Section 3.3, or any of their designated Affiliates, as applicable, at during the equivalent all cash price, determined in good faith by a majority 90-day period following the expiration of the members last offering period provided in Section 3.2(c), sell the remaining unsubscribed portion of such Shares to the Company's Board of DirectorsProposed Transferee(s) at a price not less than, and upon terms and conditions no more favorable to the Proposed Transferee(s) than, those specified in the Offer Notice. If the option referred to in Offering Shareholder does not sell the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included Shares within such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 3090-day period,, the Right of First Refusal provided hereunder shall be deemed to be revived and such Shares may not be offered unless first reoffered to the Offeree Shareholders in accordance herewith.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees a. The Shareholders agree that ifif any Shareholder desires to sell, prior to a Qualified Public Offeringassign, transfer or otherwise dispose of any shares of the Common Stock of the Corporation, then such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Shareholder (the "Transfer SecuritiesTransferor") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, shall first deliver to the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide Corporation a written notice (the "Transfer Notice") stating his desire to sell such stock. If the value of such Transfer Offer the shares of the Common Stock to be sold, assigned or transferred is $100,000.00 or greater, then the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer be sent to the other Shareholders of the Corporation. The Notice must specify the amount of such stock which he desires to sell, and the price at which he is willing to sell such stock. For purposes of this Agreement, the Transfer Securities value of the stock being transferred shall be the per share purchase price for the proposed transfer multiplied by the number of shares of the Corporation's stock the Transferor desires to transfer, plus the number of shares the Transferor has transferred in the ninety (90) days preceding the date the Corporation receives the Notice. b. Within fifteen (15) days after receipt of such Notice, the Corporation may elect to purchase all or any portion of such stock. The Corporation's election to purchase shares of stock to be sold by the Transferor at the designated offering price shall be reflected in a written notice to the Company, Vestar and Sheridan Transferor during this fifteen (15) day period. Closing shall take place in the manner set forth belowprescribed in Section 2(d). c. If the value of the Common Stock to be transferred is $100,000.00 or greater, and if the Corporation does not elect to purchase some portion of such stock as provided in the preceding paragraph, within fifteen (15) days after termination of the original fifteen (15) day period or after notice from the Corporation of the number of shares it will not purchase, the Shareholders who have received the Notice may elect to purchase such portion of such remaining stock as the number of shares owned by them on the date of receipt of the Notice shall bear to the total number of shares owned by all such other Shareholders, excluding the Transferor. If any such Shareholder does not purchase the proportionate number of shares to which he is entitled, the remaining such Shareholders may purchase a pro rata portion of the shares not purchased (the proportion to be based upon the shares owned by the remaining such Shareholders who wish to purchase) at any time within fifteen (15) days after the termination of the second fifteen (15) day period, or after notice from such other Shareholders of the number of shares which they will not purchase. A Shareholder's election to purchase shares of stock to be sold by the Transferor at the designated offering price shall be reflected in a written notice to the Transferor during the appropriate election period. d. The closing of the purchase will take place on a date selected by the Transferor and those purchasing shares not more than twenty (20) days after the end of the latter election period. At the closing, the purchaser shall pay in cash the purchase price of the stock to be purchased by the purchaser. If shares of stock designated in the Notice are not the subject of an election to purchase by the Corporation or a Shareholder, or if the Corporation or a Shareholder has elected to purchase such stock and fails to do so within the applicable period for such purchase, the Transferor may within ninety (90) days after the end of the latter election period sell the stock which has not been purchased to any person on the terms and at a price equal to the price contained in, and upon the same terms and conditions as set forth in the Notice. Any such shares so sold shall be subject to the terms and conditions contained in, the Transfer Offer and of this Agreement. e. The provisions of this Section 2 shall be accompanied by not apply to a true and complete copy bona fide gift or transfer without consideration of any shares of the Transfer Offer (Corporation owned by any Shareholder, or to the sale or transfer of shares to immediate family members, trusts in which shall identify the Offerorbeneficiaries are immediate family members or, with the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions prior written consent of the Transfer Offer). At Corporation, any time within 30 days after the date successor entity of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Shareholder.

Rights of First Refusal. (ai) Each Management Investor and their Permitted Transferees agree that ifExcept as otherwise provided in Subsection F. below or unless this Subsection C. is waived by Xxxxxx X. Xxxxx or Shareholders Beneficially Owning two-thirds (2/3) of the total amount of Stock Beneficially Owned by the Shareholders, prior to before any Stock may be voluntarily sold or transferred by a Qualified Public OfferingShareholder Beneficially Owning, at the time of such Management Investor or any contemplated transfer, in excess of its Permitted Transferees receives a bona fide offer one half of one percent (.5%) of the outstanding Common Stock of the Corporation (a "Transfer OfferTransferring Shareholder") ), such Transferring Shareholder shall first provide written notice of the proposed sale or transfer to purchase any or all Securities each of the other Shareholders and the Corporation, which notice shall include the number of shares of Stock proposed for transfer (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeOffered Shares"), the Management Investor Offeree shall cause the Transfer Offer price per share of Stock to be reduced transferred, (the "Offer Price"), the name of the proposed transferee or, if the shares are proposed to writing be transferred on the stock market, the name of the proposed broker (the "Proposed Transferee"), a representation that the agreement to sell or transfer constitutes a bona-fide offer to purchase and shall provide a written notice all other terms and conditions of the transfer (the "Transfer Notice"). (ii) The other Shareholders shall then have the right to purchase the Offered Shares at the lesser of such Transfer the Offer Price or Market Value. Such Rights of First Refusal shall be exercisable upon written notice to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan Transferring Shareholder within fifteen (in the manner set forth below15) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after following the date of the receipt Transfer Notice (the "Shareholder First Refusal Period"), which notice shall specify the number of Offered Shares to be purchased by the Company, Vestar and Sheridan Shareholder. Each Shareholder electing to exercise the Rights of First Refusal (an "Electing Shareholder") may purchase a number of Offered Shares equal to the Transfer Notice, and subject to Section 3.8(c)total number of Offered Shares multiplied by a fraction, the Company, Vestar numerator of which is equal to the number of shares of Stock directly owned by such Shareholder and Sheridan or any the denominator of their designated Affiliates shall have which is equal to the right and option total number of shares of Stock Beneficially Owned by all Shareholders (other than the Transferring Shareholder). Any Shareholder who elects not to purchase all the full number of Offered Shares to which such Shareholder is entitled shall, within five (but not less than all5) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying expiration of the Management Investor Offeree's bank account and Shareholder First Refusal Period, notify the other wire Transfer instructionsShareholders (other than the Transferring Shareholder), by wire transferring) the appropriate amount and each of whom shall deliver the relevant nonthen be entitled to purchase that number of Non-cash consideration Elected Shares equal to the Management Investor Offeree against delivery at number of Non-Elected Shares multiplied by a fraction, the principal office numerator of Sheridan which is the number of certificates shares of Stock directly owned by such Shareholder and the denominator of which is the total number of shares of Stock Beneficially Owned by all Electing Shareholders who wish to purchase Non-Elected Shares. (iii) If, upon termination of the Shareholder First Refusal Period, the Shareholders have not exercised their Rights of First Refusal with respect to some or other instruments representing all of the Transfer Securities so purchasedOffered Shares, appropriately endorsed by the Management Investor Offeree. If at the end Corporation shall have a Right of First Refusal with respect to some or all of such 30Non-day period,Elected Shares, exercisable upon written notice to the Transferring Shareholder within the Corporation First Refusal Period. (iv) If, upon termination of the Corporation First Refusal Period, the Shareholders and the Corporation have not exercised their Rights of First Refusal with respect to some or all of the Offered Shares, the Transferring Shareholder may sell such Non-Elected Shares to the Proposed Transferee at any time within three months after the termination of the Corporation First Refusal Period without again complying with this Section 4.

Rights of First Refusal. Before any shares of Stock registered in the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 4.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the a right and option of first refusal to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) such shares for the same consideration price and on the same terms and conditions as offered to such prospective purchaser, in accordance with the Transfer Offer or procedures set forth below (ii) if the Transfer Offer includes any consideration "Rights of First Refusal"). If the proposed price per share is to be other than in cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the then an equivalent all cash price, value shall be determined in good faith by a majority the Board of Directors of the members Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall be determined by the mutual agreement of Purchaser and the Company or, if no agreement can be reached, the price shall be the fair market value of such shares, as determined in good faith by the Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and other terms and conditions of the offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. If the option referred Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 4 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the preceding sentence is exercisednotice to the Company, on or prior to the 60th day terms and conditions specified in such notice; provided, however, that the sale must be consummated within three (3) months after the date of receipt by the Company, Vestar notice and Sheridan that all shares sold or transferred shall remain subject to the provisions and restrictions of this Agreement and shall carry a legend to that effect. If the Rights of First Refusal under this Section 4 are not exercised but Purchaser fails to consummate such sale on the same terms and conditions as set forth -3- 4 in the notice to the Company within three (3) months after the date of the Transfer Notice the Companynotice, Vestar, Sheridan or any other designated Affiliates, as applicable, then such Rights of First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, prior to a Qualified Public Offeringat any time on or after the date hereof, such Management Investor any Xxxx Member or any of its their respective Permitted Transferees (an "OFFEREE") receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities of its Allocated Shares (the "Transfer SecuritiesOFFER") then owned by (and, pursuant to such Management Investor or Offer, such Management Investor's Permitted Transferees (collectivelyStockholder could, without violating the "Management Investor's terms of this Agreement, cause the LLC to Transfer Group"the Shares that are the subject of such Offer) from any Person a Third Party (the "OfferorOFFEROR") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree")accept, the Management Investor such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Parent in writing of its wish to accept the Offer (the "Transfer NoticeSALE NOTICE") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to sell the Transfer Securities such Allocated Shares to the Company, Vestar and Sheridan Parent (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as the terms and conditions contained inof, the Transfer Offer Stock Offer, and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Parent of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Parent shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Parent to purchase, all (but not less than all) of the Transfer Securities Allocated Shares covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicableParent, at the equivalent all cash price, determined in good faith by a majority of nationally recognized independent investment banking firm, and otherwise on the members of same terms and conditions as the Company's Board of DirectorsOffer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day 30th Business Day after the date of receipt by the Company, Vestar and Sheridan Parent of the Transfer Notice Sale Notice, the Company, Vestar, Sheridan Parent (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at to the principal office of Sheridan Parent by the LLC of certificates or other instruments representing the Transfer Securities so Allocated Shares being purchased, appropriately endorsed by the Management Investor Offeree. If If, at the end of the aforementioned 30 Business Day period, the Parent (or its designees) has not exercised its option in the manner set forth above, the Offeree may during the succeeding 30 Business Day period sell not less than all of the Allocated Shares covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Parent to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 9.7. Promptly after such 30-day period,sale, the Offeree shall notify the Parent 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 Parent. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Parent (or its designees) to commit to purchase the aforementioned Allocated Shares, the Offeree has not completed the sale of such Allocated Shares as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Allocated Shares.

Rights of First Refusal. (ai) Each Management Investor and their Permitted Transferees agree that if, prior to If at any time during the Restricted Period any Securityholder receives from or otherwise negotiates with a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives Third Party a bona fide offer (a an "Transfer Offer") to purchase for cash, Cash Equivalents or Marketable Securities any of the Shares of Common Stock Beneficially Owned or all Securities held by such Securityholder, and such Securityholder intends to sell such Shares to such Third Party, such Securityholder (the "Transfer SecuritiesProspective Seller") then owned by shall provide the Company and each Securityholder other than the Prospective Seller (each, an "Other Securityholder") with written notice of such Management Investor or such Management Investor's Permitted Transferees Offer (collectivelyan "Offer Notice"). The Offer Notice shall identify the Third Party making the Offer, the "Management Investor's Transfer Group") from any Person number of Shares covered by the Offer (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeOffered Shares"), the Management Investor Offeree shall cause the Transfer Offer price per Share at which a Sale is proposed to be reduced to writing and shall provide a written notice made (the "Transfer NoticeOffer Price") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in), the Transfer Offer form of consideration proposed to be paid and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the all other material terms and conditions of the Transfer Offer. (ii) If the Offer Price includes (A) any Marketable Securities, the value of such securities shall be determined by calculating a volume-weighted average of the closing prices of such securities over the ten trading-day period ending on the Price Determination Date on the market with the largest trading volume in such securities; or (B) any Cash Equivalents, the value of such Cash Equivalents shall be determined by reference to the closing price thereof on the market with the largest trading volume in such securities on the Price Determination Date. (i) The receipt of an Offer Notice by the Company from a Prospective Seller shall constitute an exclusive offer by such Prospective Seller to sell to the Company any or all of the Offered Shares at the Offer Price. Such offer shall remain open and irrevocable until expiration of thirty days after receipt of such Offer Notice by the Company and the Other Securityholders (the "Offer Period"). At any time within 30 days after the date prior to expiration of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c)Offer Period, the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right to accept the Prospective Seller's offer as to any or all of the Offered Shares by giving a written notice of election (the "Notice of Election") to the Prospective Seller with a copy to the Other Securityholders. (ii) The receipt of an Offer Notice by the Other Securityholders (excluding Priceline, whose rights are governed by subparagraph (b)(iii) below) from a Prospective Seller shall constitute an offer by such Prospective Seller to sell to such other Securityholders any or all of the Offered Shares not purchased by the Company pursuant to subparagraph (b)(i) above at the Offer Price pro rata, in accordance with the following formula. Each such Other Securityholder shall be entitled to purchase, upon the terms specified in the Offer Notice, a number of Shares equal to (x) the number of Offered Shares plus the number of Shares being sold pursuant to Section 5.05 hereof, if any, less the number of Shares the Company purchases pursuant to subparagraph (b)(i) above multiplied by (y) a fraction, the numerator of which is the number of Voting Interests Beneficially Owned by such Other Securityholder and option the denominator of which is the number of Voting Interests Beneficially Owned by all Other Securityholders (excluding Priceline) who wish to purchase all (but not Offered Shares. If any Other Securityholder wishes to purchase less than all) all the Shares such Other Securityholder is entitled to purchase in accordance with the preceding sentence, the Shares such Other Securityholder declines to purchase shall be allocated among the Other Securityholders who wish to purchase such additional Shares according to the same formula, mutatis mutandis. Each Other Securityholder who wishes may accept the offer by sending a Notice of Election to the Prospective Seller and the Company with a copy to the Other Securityholders prior to expiration of the Transfer Securities covered by Offer Period. The Notice of Election shall specify the Transfer Offer either (i) for maximum number of Shares an Other Securityholder is willing to buy pursuant to this Section 5.04, if any, the same consideration number of Shares it wishes and on the same is entitled to sell pursuant to Section 5.05, if any, and any other terms and conditions as not inconsistent with this Agreement. (iii) The receipt of an Offer Notice by Priceline from a Prospective Seller shall constitute an offer by such Prospective Seller to sell to Priceline any or all of the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, Offered Shares at the sole option Offer Price, to the extent such Shares shall not have been purchased by the Company or the Other Securityholders pursuant to subparagraphs (b)(i) and (b)(ii) above. Priceline may accept the Prospective Seller's offer at any time prior to expiration of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith Offer Period by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,sending a

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior If a Stockholder (other than FP) desires to Transfer (except in a Qualified Public Offering, such Management Investor or Sale) any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") Stockholder Shares to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (for purposes of this section, the "“Third-Party Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"”), it will first deliver to the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing Company and shall provide a FP written notice (the "for purposes of this section, a “Transfer Notice"”) specifying: (a) the number of Stockholder Shares such Stockholder proposes to Transfer Offer (the “Offered Stock”), (b) the name and address of the Third-Party Offeror to which such Stockholder proposes to Transfer the CompanyOffered Stock, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer (c) the consideration to sell be received by such Stockholder in connection with the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained inproposed Transfer, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the d) all other material terms and conditions of the Transfer Offer)proposed Transfer. At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of Such Stockholder will deliver the Transfer Notice, Notice to the Company and subject FP at least thirty (30) days prior to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall proposed Transfer. (b) The Company will have the right and option to purchase any or all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for Offered Stock at the same consideration price and on the same terms and conditions as set forth in the Transfer Offer or Notice. The option set forth in this Section 2.3(b) must be exercised no later than thirty (ii30) if days after receipt by the Company of the Transfer Offer includes any Notice by delivering written notice of exercise to the Stockholder who has provided the Transfer Notice and to FP. If the option is duly exercised, then the closing of such purchase and sale will take place at the offices of the Company on such date selected by the Company that is not more than sixty (60) days nor less than thirty (30) days after the termination of the 30-day period referred to above. At such closing, the Company will pay the consideration required to be paid, and the parties will proceed with the purchase and sale of the Offered Stock, in each case on the terms and conditions as specified in the Transfer Notice. Notwithstanding the foregoing, to the extent that the consideration proposed to be paid by the Third-Party Offeror for the Offered Stock consists of property other than cashcash or a promissory note, thenthe consideration required to be paid by the Company may, at its option, in whole or in part, consist of cash equal to the sole option value of the Company, Vestar, Sheridan, or any of their designated Affiliatessuch property, as applicable, at the equivalent all cash price, determined mutually agreed-upon reasonably and in good faith by a majority the Company and the Stockholder providing the Transfer Notice; provided, however, if such parties are unable to agree upon the value of such property, the Board shall determine such value in its sole discretion. (c) At such closing, the Company on the one hand, and the Stockholder who has provided the Transfer Notice, on the other hand, will execute and deliver all customary documentation as the Company and such Stockholder reasonably require to effect the purchase and sale of the members Offered Stock in accordance with the terms and conditions of the Company's Board of Directors. proposed Transfer and this Section 2.3. (d) If the Company does not exercise its option, in full, as set forth in this Section 2.3, FP will have the option referred to purchase any or all of the Offered Stock with respect to which the Company has not exercised its option on the same terms and conditions as set forth in the preceding sentence is exercised, Transfer Notice and on or prior the same terms and conditions as if the Company had purchased such Offered Stock as set forth in Section 2.3(b) and Section 2.3(c) above by giving written notice of exercise to the 60th day Company and the Stockholder who has provided the Transfer Notice within thirty (30) days of FP receiving the Transfer Notice (the “Option Period”). (e) If the Company and FP do not exercise their options set forth in this Section 2.3, or the Company and FP (in the aggregate) exercise their options with respect to only a portion, but not all, of the Offered Stock, then the Stockholder who has provided the Transfer Notice will be permitted, free from the provisions of this Section 2.3 and for a period of thirty (30) days after the date of receipt by the CompanyOption Period expired, Vestar to offer and Sheridan of sell the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver remaining Offered Stock to the Management Investor Offeree a written agreement in Third-Party Offeror, so long as such purchase and sale takes place at the form included same price as was set forth in the Transfer OfferNotice, including representations, warranties, covenants and indemnities, if on terms and conditions no more favorable to the Third-Party Offeror than those set forth in the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior Notice. Notwithstanding anything to the closing date contrary herein, no Stockholder may Transfer (except in a writing specifying Public Sale) any of its Stockholder Shares to any Third-Party Offeror who is not then a party to this Agreement unless such Third-Party Offeror executes and delivers to the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringCompany a Joinder Agreement as a condition precedent to such Transfer. (f) the appropriate amount and shall deliver the relevant The release or non-cash consideration exercise of the rights granted to the Management Investor Offeree against delivery at Company and FP in this Section 2.3 will not adversely affect the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,right to participate in subsequent Transfers as provided in this Section 2.3.

Rights of First Refusal. (ai) Each None of the Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor Holders or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees Continuing Holders (collectively, the "Management Investor's NON-LEE XXXDERS"), shall Transfer Group") from any Person Shares except for Permitted Transfers to a Permitted Transferee, or pursuant to the provisions of this Section 2.1(c). If a Non-Lee Xxxxxx xxxposes to Transfer Shares to anyone other than a Permitted Transferee, such Non-Lee Xxxxxx xxxll give notice of such proposed Transfer to the Company and the Lee Xxxders. Such notice (the "OfferorTRANSFER NOTICE") which any member shall state that it is being delivered under this Section 2.1(c) and that such offer is a BONA FIDE offer to purchase such Shares. The Transfer Notice also shall set forth the terms and conditions of such offer, including the name of the Management Investor's Transfer Group wishes to accept prospective purchaser, the proposed purchase price per share of such Shares (the "Management Investor OffereeOFFER PRICE"), the Management Investor Offeree shall cause payment terms (including a description of any proposed non-cash consideration), the Transfer Offer type of disposition and the number of such Shares to be reduced to writing and shall provide a written notice Transferred (the "Transfer NoticeOFFERED SHARES") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Notice shall also contain an irrevocable offer to sell state further (A) that the Transfer Securities to Company and the CompanyLee Xxxders (collectively the "OFFEREES") may acquire, Vestar and Sheridan (in accordance with the manner set forth below) at a price equal to provisions of this Agreement, any of the Offered Shares for the price contained in, and upon the other terms and conditions, including deferred payment and non-cash consideration (in each case if applicable), set forth therein, (B) that, if all or part of the consideration to be paid by the prospective purchaser consists of securities of another entity, the Offerees may elect to acquire the portion of the Offered Shares to be sold for such securities of another entity by the payment of cash with a comparable value, (C) that the Offerees may not purchase any of such Offered Shares unless collectively the Offerees purchase all of such Offered Shares, and (iv) that if all such Offered Shares are not purchased by the Offerees, the Offerees may exercise their rights provided pursuant to Section 2.4 hereof. (ii) For a period of 30 days following the last date on which an Offeree receives the Transfer Notice (the "OPTION PERIOD"), the Company may, by notice in writing to the Non-Lee Xxxxxx xxxivering such Transfer Notice, elect in writing to purchase all or any portion of the Offered Shares. To the extent that the Company elects to purchase less than all the Offered Shares, each of the Lee Xxxders may by notice in writing to the Non-Lee Xxxxxx xxxivering such Transfer Notice elect in writing to purchase at the Offer Price their respective pro rata portions of any Offered Shares which the Company has not elected to purchase. Such PRO RATA allocation shall be based on the number of shares of Common Stock each of the Lee Xxxders owns in relation to the total number of shares of Common Stock owned by all of the Lee Xxxders; PROVIDED that if any Lee Xxxxxx xxxs not elect to purchase the Offered Shares which such Lee Xxxxxx xxx purchase pursuant to this Section 2.1(c), then the other Lee Xxxders may make an overallotment election to purchase the remaining Offered Shares. The right to purchase any such remaining Offered Shares shall be allocated PRO RATA to the Lee Xxxders making such overallotment election based on the number of shares of Common Stock owned by each of them compared to the total number of shares of Common Stock owned by all Lee Xxxders making such overallotment election. (iii) The closing of the purchase of any Offered Shares pursuant to Section 2.1(c)(ii) hereof shall take place at the principal office of the Company on the 60th day following the last day on which an Offeree receives the Transfer Notice. At such closing, each purchaser of Offered Shares shall deliver the Offer Price, on the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained set forth in the Transfer Offer Notice (including any non-cash consideration described therein), payable in respect of the Offered Shares being purchased by such purchaser to the Non-Lee Xxxxxx xxxreof who delivered the Transfer Notice, against delivery of original stock certificates, and stock powers duly endorsed in favor of each such purchaser, representing the Offered Shares being acquired by such purchaser. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (iv) If the Offerees do not collectively purchase all of the Offered Shares, or if the Offerees fail to purchase all of the Offered Shares in accordance with Section 2.1(c)(ii), then all, but not less than all of the Offered Shares may be Transferred, but only in accordance with Section 2.1(c)(v) and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, within 240 days after the 15 last date on which an Offeree receives the Transfer Notice, after which, if the Offered Shares have not been Transferred, all restrictions contained herein shall again be in full force and effect. (v) Any Shares Transferred pursuant to this Section 2.1(c) shall remain subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration restrictions of this Agreement and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence Transferee is exercised, on or not a Stockholder prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the such Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, then such Transferee shall execute and deliver to the Company a counterpart of this Agreement, which shall evidence such Transferee's agreement that the Shares being Transferred shall continue to be subject to this Agreement and that as to such Shares the Transferee shall be bound by the restrictions of this Agreement as a Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnitiesHolder, if the Transfer Offer included such written agreementTransferee was a Management Holder, and shall pay the relevant cash consideration, by delivering or as a certified bank check or checks in (orContinuing Holder, if the Management Investor Offeree so elects at least three business days prior to the closing date in Transferee was a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Continuing Holder.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSubject to subsection (g), prior to for so long as a Qualified Public Offering, such Management Investor or any Purchaser is a holder of its Permitted Transferees receives a bona fide offer Unit (a an "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeEligible Purchaser"), the Management Investor Offeree shall cause Company agrees not to issue any of its Capital Securities or to permit the Transfer Offer Bank to issue any of its Capital Securities (such Capital Securities of the Company and the Bank hereinafter deemed to be reduced to writing and shall provide a written notice (jointly covered by the term "Transfer NoticeCapital Securities") to any Person or Persons, other than in the case of such Transfer Offer Capital Securities of the Bank to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan Company (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c"Third Party Purchaser"), without first offering or causing the CompanyBank to offer, Vestar and Sheridan or any of their designated Affiliates shall have as applicable, to such Eligible Purchaser the right and option opportunity to purchase all (but not less than all) or part of the Transfer such Capital Securities covered by the Transfer Offer either (i) for being issued at the same consideration purchase price and on the same terms as are proposed to be offered to a Third Party Purchaser. For this purpose, the Company shall deliver a written notice, or cause the Bank to deliver a written notice, as applicable (in each case a "Notice"), to each Eligible Purchaser of any proposed issuance of Capital Securities which shall contain all of the material terms of the proposed issuance, including, without limitation, the purchase price and conditions as total amount of Capital Securities proposed to be issued, which terms, including without limitation the Transfer Offer purchase price and any conversion price or (ii) if rate of such Capital Securities, may to the Transfer Offer includes any consideration other than cash, then, at extent necessary be expressed in the sole option form of good faith estimates by the Board of Directors of the Company. (b) Upon receipt of the Notice, Vestareach Eligible Purchaser will have the right to subscribe for all or part of the Capital Securities on the same terms set forth in the Notice, Sheridan, by delivery of written notice to the Company or any of their designated Affiliatesthe Bank, as applicableapplicable ("Acceptance Notice"), in accordance with the instructions set forth in the Notice, within 20 days from the date of its receipt of the Notice (the "Offer Period"). The Acceptance Notice shall specify the amount (not exceeding all) of the Capital Securities being offered with respect to which the Eligible Purchaser wishes to exercise its subscription rights. (c) An Acceptance Notice, once given by an Eligible Purchaser in accordance with subsection (b), shall become irrevocable at the equivalent all cash price, determined in good faith by a majority end of the members Offer Period unless it is withdrawn prior to the expiration of the Company's Board of Directors. If Offer Period (any such Acceptance Notice which so becomes irrevocable being called an "Irrevocable Acceptance" and the option referred Eligible Purchaser giving such notice being an "Accepting Eligible Purchaser"). (d) (i) In the event that any Eligible Purchaser fails to in the preceding sentence is exercised, have delivered an Irrevocable Acceptance with respect to any Notice on or prior to the 60th last day after of the Offer Period with respect to such Notice, such Eligible Purchaser will have no further right to subscribe for the Capital Securities proposed to be issued in such Notice during a Free Sale Period commencing on the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at immediately following the end of the Offer Period with respect to such 30-day period,Notice.