Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 Upon receipt of a Transfer Notice and subject always to the lock-in provisions set out under Clause 2.5 all of the OMDAprovisions of this Section 6.2, if at any time, a Private Participant desires the Corporation and the Other Shareholders shall have the following rights and options: (a) The Corporation shall have the first right to Transfer, whether directly or indirectly, purchase any or all of the Offeror’s Securities if it gives a notice in writing (an “Acceptance Notice”) accepting the offer contained in the Transfer Notice and specifying the number of the Offeror’s Securities it wishes to acquire. (b) If the 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 Other Shareholders shall have the right to purchase up to its Equity Pro Rata Share of the Offeror’s Securities not to be purchased by the Corporation at the price and on the terms and conditions contained in the Transfer Notice. (c) Subject to Sections 6.2(a) and (b), within the Acceptance Period, each of the Other Shareholders may give to the Transferring Shareholder an Acceptance Notice accepting the offer contained in the Transfer Notice and specifying the maximum number of the Offeror’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). Each of the 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 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 or voting interests therein 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 the 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 it such Other Shareholders (calculated based on holdings on the “Seller PP”day immediately prior to the delivery of the Transfer Notice), thenas between themselves, it shall: or in such other proportion as such Other Shareholders may agree in writing. If (i) make an offer for the Corporation gives notice pursuant to Section 6.2(a) to purchase all of the Offeror’s Securities or (ii) the Other Shareholders, or any of them, give Acceptance Notices within the Acceptance Period confirming their agreement to purchase all of the Offeror’s Securities not to be purchased by the Corporation, the sale of the PP Purchase Shares (as defined hereunder) Offeror’s Securities to the other Private Participants Corporation and/or such Other Shareholders shall be completed within 15 Business Days of the expiry of the Acceptance Period. (the “Remaining Private Participants”d) by a Notice mentioning therein:- If both (ai) the total number of Equity Shares proposed Corporation does not give an Acceptance Notice to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy purchase all of the PP Offer Notice shall also be sent Shares at least one Business Day prior to AAI; the expiry of the Acceptance Period and (ii) Subject the Other Shareholders do not give notice of acceptance prior to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, expiry of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not Acceptance Period which would result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer purchase of all, but not less than all, of the PP Purchase Shares Offeror’s Securities 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 Remaining Private Participants shall take place at the same time and date at the registered office provisions of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s optionSection 6.3, have the right to purchase all, but 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 all, of that provided for in the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not materially more favourable favorable to the Third Party Offeror than those offered to AAI set out in the Second PP Offer Notice to any Entity. 3.7.2 If at any timeTransfer Notice, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase 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 AAI Purchase Shares by Offeror’s Securities without again complying with all of the Private Participants provisions of Section 6.1 and Section 6.2. (e) Any Transfer entered into in connection with this Section 6.2 shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded;provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iif) 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 of all, but not less than all, of the AAI Purchase any Shares or Convertible Securities pursuant to the Private Participants provisions of Section 6.3 or 6.4 and which are exercised in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”);terms thereof. (iiih) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty Each Other Shareholder may assign its right to sellexercise its right of first refusal under this 6.2, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Noticewhole or in part, to any Entityof its Affiliates, or, in the case of the Francisco Partners Group, the MS Investors, the Xxxxxxxx Group or the EdgeStone Group to any member or members of the Francisco Partners Group or the MS Investors or any MS Affiliate or the Xxxxxxxx Group or the EdgeStone Group, as applicable, provided such member or members (and Controlling Persons in the case of the Xxxxxxxx Group) have first entered into an Assumption Agreement.

Rights of First Refusal. 3.7.1 In addition (i) Each party agrees that prior to marketing, selling or otherwise distributing or offering to distribute any non-chocolate flavored sugar free, reduced calorie syrup, excluding maple syrup, (e.g., butterscotch, strawberry, caramel) under any xxxx or label, such party hereby gives the other party the right of first refusal to add such flavored syrup to the requirements set out definition of Licensed Product hereunder, during the term of this Agreement. In the event such right of first refusal is not accepted, the requesting party may proceed with such non-chocolate flavored syrup unencumbered by this Agreement. (ii) Each party agrees that prior to marketing, selling, distributing or otherwise offering to distribute any Licensed Product to or within a country not in Clause 3.6 and subject always the Licensed Territory, such party hereby gives the other party the right of first refusal to add such country to the lock-definition of Licensed Territory under this Agreement. Furthermore, in provisions set out under Clause 2.5 the event the Licensed Territory is expanded by mutual agreement of Licensee and Cumberland pursuant to this Agreement, Licensee agrees to offer any existing distributor of Cumberland products in such expanded territory the right of first refusal to sell the Licensed Product hereunder. Notwithstanding the foregoing, Cumberland reserves the right in its sole discretion, to purchase the Licensed Product from Licensee for sale to its foreign distributors outside the Licensed Territory at the same wholesale prices charged by Licensee in the Licensed Territory without offering Licensee the right of first refusal with respect to such purchases. (iii) For the purposes of this Section, the right of first refusal shall operate as follows: (A) Prior to entering into any transaction ("Transaction") to which the right of first refusal applies pursuant to this Section 2(c), Cumberland or Licensee, as the case may be ("Offeror"), shall give the other (the "Offeree") written notice containing all of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it following (the “Seller PP”), then, it shall:"Offer Notice"): (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAIproposed Transaction; (ii) Subject a true and complete copy of any written offer related to receiving the PP offer NoticeTransaction from any third party, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded.and (iii) Transfer of all, but not less than all, of the PP Purchase Shares Offeror's offer (the "Offer") to the Remaining Private Participants Offeree to cause the definition of "Licensed Product" or "Licensed Territory," as the case may be, to be modified to include the Transaction. (B) The Offer shall take place be and remain irrevocable for a period (the "Offer Period") ending at 11:59 P.M. local time at Cumberland's principal office, on the same time and date at the registered office of the JVC within thirty thirtieth (3030th) days from day following the date of the PP Offer Notice (is given. The Offer may be accepted at any time during the “Remaining PP Purchase Period”);Offer Period in writing. (ivC) If the Remaining Private Participants do not purchase all Offer is accepted, the PP Purchase Shares from definition of Licensed Product or Licensed Territory, as the Seller PP within the Remaining PP Purchase Period then the Seller PP shallcase may be, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”);hereunder shall be modified accordingly. (vD) Subject to receiving If the Second PP Offer Notice and is not accepted in accordance with its termsthe foregoing, AAI (along with AAI Nominees), shall, at AAI’s option, the party who made the Offer shall have the right to purchase allright, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within for a period of ninety (90) days after the expiration of the expiry of Offer Period (the Second PP Purchase Period all, but not less than all, of "Free Transfer Period") to enter into the PP Purchase Shares at a price not lower than proposed Transaction on the PP Offer Price and on same terms and conditions not more favourable than those offered to AAI as set forth in the Second PP Offer Notice to any EntityNotice. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (iE) make an offer for Any Transaction after the sale last day of the AAI Purchase Shares (as defined hereunder) to Free Transfer Period or without strict compliance with the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”)terms, (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms provisions, and conditions in connection therewith (of this Section and the “AAI Offer Notice”). A copy other terms, provisions, and conditions of the AAI Offer Notice this Agreement, shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, null and void and of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC no force or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityeffect.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 (a) The Corporation shall not issue or sell any shares of the OMDACommon Stock, if at Preferred Stock or other securities convertible into or exchangeable for shares of Common Stock, other than any time, a Private Participant desires to Transfer, whether directly such issuance or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: sale (i) make an offer for pursuant to a Qualifying Offering, (ii) pursuant to a stock option plan approved by the Board of Directors, (iii) as a form of consideration in connection with mergers or acquisitions where the Corporation is the surviving entity or (iv) where the aggregate gross proceeds are less than $500,000 in any single transaction, provided that the sale price per share is not less than the then applicable conversion price of the PP Purchase Shares Series B Stock and, provided further, that the aggregate gross proceeds of all such transactions shall not exceed $1,500,000 (the securities issued in such transactions being referred to as the "Newly Issued Securities"), unless prior to the issuance or sale of such Newly Issued Securities each Investor shall have been given the opportunity (such opportunity being herein referred to as the "Preemptive Right") to purchase (on the same terms as such Newly Issued Securities are proposed to be sold) the same proportion of such Newly Issued Securities being issued or offered for sale by the Corporation as (x) the number of shares of Common Stock (calculated on a fully diluted basis) held by such Investor on the day preceding the date of the Preemptive Notice (as defined hereunderherein) bears to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (ay) the total number of Equity Shares proposed shares of Common Stock (calculated on a fully diluted basis) outstanding on that day. A "Qualifying Offering" means (i) the Corporation shall have consummated a firm commitment underwritten public offering of its Common Stock by a nationally recognized investment banking firm pursuant to be offered for an effective registration under the Securities Act covering the offering and sale (the “PP Purchase Shares”)of both primary and secondary shares of Common Stock which results in gross proceeds of at least $20,000,000, (bii) the Common Stock is listed on either NASDAQ, the New York Stock Exchange or the American Stock Exchange, and (iii) the price at which the PP Purchase Shares are being offered for sale Common Stock is sold in such offering is at least equal to an amount which (the “PP Offer Price”; and (cx) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy is 200% of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, then effective conversion price of the PP Purchase SharesSeries B Stock or (y) would represent, proportionately in accordance with theiron an as converted basis, inter-se, respective shareholding in a compound annual rate of return of 35% based upon the JVC or in a manner as may be mutually agreed between them, provided that such purchase original issuance price of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededSeries B Stock. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition If a Member has received the prior written ----------------------- consent of the Manager (or, in the case of HPC if HPC is then the Manager, holders of a majority of the Profit Percentage Interests excluding those held by HPC), to a proposed Transfer in accordance with Section 7.1, prior to seeking to sell all or any portion of its Membership Interest (the "Transferable Interest"), (i) each Member other than HPC shall first offer HPC and, as long as HPC is the Manager, the other Members and (ii), HPC subject to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDAPurchase Agreement regarding the rights of CEI in connection with Transfers by HPC, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an shall offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Members (in each case, collectively with HPC, the “Remaining Private Participants”) by a Notice mentioning therein:- (a"Offerees") the total number right to purchase the Transferable Interest (or in the case of Equity Shares proposed HPC, if CEI had the right pursuant to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; Agreement to exercise a right of first refusal and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditionsdid so, the Remaining Private Participants shall have the option to purchase between them allremainder, but not less than allif any, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that Transferable Interest following such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iiiexercise) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject selling Member intends to receiving the Second PP Offer Notice and in accordance with its termssell such interest, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at or on the same time terms and date at conditions as the registered office of offer received from a prospective purchaser, as the JVC within case may be (herein, the "First Opportunity Offer"). The First Opportunity Offer, once made, shall constitute an irrevocable binding offer by the selling Member to sell the Transferable Interest to the Offerees, who shall have thirty (30) days from the date after receipt of the Second PP First Opportunity Offer Notice ( the “Second PP Purchase Period”); (vii) within which to accept same in writing. If AAI (along with any of AAI Nominees) does not the Offerees timely accepts the First Opportunity Offer, the selling Member shall sell the Transferable Interest to such accepting Offerees on a pro rata basis in accordance with their Profit Percentage Interests (or if only one Offeree accepts in a timely manner, such Offeree may purchase all the PP Purchase Shares from entire Transferable Interest), on the Seller PP within same terms and conditions as the Second PP Purchase PeriodFirst Opportunity Offer; provided, then the Seller PP however, that such sale shall be at a liberty to sell, consummated within a period of -------- ninety (90) days of the expiry Offerees' acceptance of the Second PP Purchase Period all, but First Opportunity Offer. If the Offerees fail to timely accept the First Opportunity Offer or do not less than all, agree to purchase all of the PP Purchase Shares at a price not lower than Transferable Interest, the PP Offer Price and on selling Member (other then HPC, if it has previously made such offer to CEI) shall offer the still available portion of the Transferable Interest to CEI in accordance with the terms and conditions not more favourable than those offered of the Purchase Agreement. If CEI agrees to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or purchase (x) all of Equity Shares the still available portion of the Transferable Interest of DeBartelo or voting interests therein owned by it/ themChu, to as applicable, or (y) all or any Entity (other than any inter-se transfer amongst themselves or their Group Entities)portion of the Transferable Interest of HPC, they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) Transferable Interest to CEI and the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”)accepting Offerees, (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice if any, shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants consummated in accordance with the AAI Offer Notice Purchase Agreement. If the accepting Offerees, if any, and CEI together do not agree to purchase the entire Transferable Interest, then the selling Member shall take place at be free to sell the same time Transferable Interest to any third party, subject to the terms of this Agreement and date at the registered office of the JVC within thirty (30)days Purchase Agreement. Each of the date Members acknowledges receipt of a copy of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase Agreement and hereby agrees to be bound by all the AAI Purchase Shares from AAI and/or AAI Nominees within provisions thereof, including without limitation (i) the AAI Purchase Period then AAI and/or AAI Nominees shall grant to CEI by each of them of a right of first refusal with respect to Transfers of their respective Membership Interests herein, and (ii) the provisions regarding the price below which Membership Interests may not be at a liberty to sellsold, within a period of ninety (90) days all as set forth in Section 10.2 of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityAgreement.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements set out restrictions on Transfers contained in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDASection 6.01 above, if at any time, a Private Participant desires Member (the "Transferring Member") wishes to Transfer, whether directly or indirectly, Transfer during the term of this Agreement any or all of its Equity Shares or voting interests therein owned by it Interests in the Company (the “Seller PP”"Transfer Interests"), then, it shall: the Transferring Member shall first give a written notice (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder"Transfer Notice") to the Company and to the other Private Participants Members specifying the wish to transfer the Transfer Interests, the price per Unit at which it wishes to transfer to the proposed transferee (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”"Transfer Price"), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; name and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy address of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeproposed transferee, and in accordance with its terms and conditions, containing an irrevocable offer (open to acceptance for a period of 60 days after the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that date such purchase of the PP Purchase Shares Transfer Notice is received by the Remaining Private Participants shall not result in Company) to sell the Foreign Entities Equity Cap Transfer Interests to the Company and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place other Members at the same time Transfer Price per Unit. The Company (or its one designee) and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, other Members together shall have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of allInterests at the Transfer Price per Unit, but not less than all, by giving the Transferring Member written notice of the PP Purchase Shares determination to AAI and/or any purchase such Interests, within [**] days of the AAI Nominees Company's receipt of such Transfer Notice. The Company shall have the first right to purchase all or a portion of such Transfer Interests. The Members other than the Transferring Member shall have the right (upon notice to the Company) to purchase their pro rata portion of any remaining Transfer Interests that the Company does not propose to purchase. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. If a Member elects not to purchase any remaining Transfer Interests, the other Members (other than the Transferring Member) shall have the pro rata right (upon notice to the Company) to purchase such Interests. The closing of the purchase of the Transfer Interests and payment for such Interests to the Transferring Member pursuant to this Section 6.03 shall take place at such location as the same time Transferring Member shall designate within 30 days after the Transferring Member's receipt of the determination to purchase such Interests. Payment for such Interests shall be made by check or by wire transfer against duly endorsed certificates representing the Transfer Interests to be purchased. The Transfer Interests shall be delivered free and date clear of all encumbrances other than those imposed by this Agreement. If, at the registered office end of the JVC within thirty 60th day after the Transfer Notice is received by the Company, (30i) days from the date a notice of acceptance of the Second PP Offer offer contained in such Transfer Notice ( has not been received by the “Second PP Purchase Period”); Transferring Member, or (viiii) If AAI (along with any a notice of AAI Nominees) does not purchase acceptance covering less than all of the PP Purchase Shares from Transfer Interests has been received by the Seller PP within the Second PP Purchase PeriodTransferring Member, then the Seller PP Transferring Member shall be at a liberty have 90 days in which to sell, within a period of ninety (90) days transfer to the proposed transferee set forth in the Transfer Notice any or all of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares Transfer Interests at a price not lower than the PP Offer Transfer Price per Unit and on terms and conditions not no more favourable favorable to such transferee than those offered to AAI contained in the Second PP Offer Notice to any Entity. 3.7.2 Transfer Notice; provided, however, that such Transfer shall become effective and such transferee shall become a Member upon the satisfaction of all the conditions set forth in Section 6.05 (a). If at any timethe end of such 90 day period, AAI and/or AAI Nominees desire the Transferring Member has not completed the transfer of all of the Transfer Interests, the Transferring Member shall no longer be permitted to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, such Interests pursuant to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) this Section 6.03 without again complying with this Section in its entirety. The Transferring Member shall remain liable to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Company as provided in the JVC or in Act, regardless of whether such transferee becomes a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityMember.

Rights of First Refusal. 3.7.1 In addition 11.1 The Parties shall not sell, assign, transfer, whether in return for payment or free of charge, convey to the requirements set out capital of another company, transmit, or further, sell or otherwise dispose of their Affected Shares, their Subscription Rights, their securities that grant or may grant the right of vote within the scope of the Company, except if the provisions in this Clause 3.6 and subject always are complied with. 11.2 Should one of the Parties (“Offeror Party”) receive a proposal (“Proposal”) from any of the other Parties or from third parties (“Proponent”) to sell, assign, transfer, whether in return for payment or free of charge, convey to the lock-capital of another company, transmit or, in provisions set out under Clause 2.5 any way, sell or dispose of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any part or all of its Equity Shares Affected Shares, Subscription Rights, or securities that grant or may grant voting interests therein owned by it rights, the Offeror Party shall send a written notice (the “Seller PPNotice”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Parties (the “Remaining Private ParticipantsOfferee Parties”) immediately after the official acceptance of the Proposal by a Notice mentioning therein:- the competent entity of the Offeror Party, offering them the Affected Shares it intends to dispose of (a“Offered Shares”) the total number of Equity Shares proposed Subscription Rights or securities that grant or may grant voting rights it intends to be offered for sale assign (the “PP Purchase SharesOffered Rights”), (b) informing the price at which price, currency, place of payment and all the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions of the Proposal (including the Proponent’s name, full qualification and commitment of, in connection therewith (the “PP Offer Notice”event of acquisition of the Offered Shares or Offered Rights, adhering to this Agreement). A , and the intent of the Offeror Party to accept the Proposal, a copy of which shall be attached to the PP Offer Notice shall also be sent Notices. 11.3 The Offeror Party may further hold a public or private auction to AAI;offer the Offered Shares and/or Offered Rights that it intends to dispose of or assign, expressly contemplating the application of the Right of First Refusal provided in this Clause in the public notice related to the respective auction. (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions11.3.1 In case of a public or private auction is held, the Remaining Private Participants winning bidder shall submit a proposal under the terms hereby specified to the Offeror Party, so that the Offeror Party can then begin the procedures related to Rights of First Refusal, as provided in this Clause. 11.4 The Offeree Parties shall have the option Right of First Refusal in the acquisition of the Offered Shares and the Offered Rights, according to purchase between them the same terms and conditions of the Proposal, over all Affected Shares, proportionally to the number of Affected Shares they hold, excluding the Affected Shares owned by the Offeror Party. The exercise of the Right of First Refusal shall be subject to the procedures mentioned below. 11.5 Each Offeree Party may only exercise its Right of First Refusal over all, but and not less than all, of the PP Purchase Offered Shares or Offered Rights it is entitled to, according to the proportion rule referred to in item 11.4, without prejudice to the Right of First Refusal over the Remaining Shares, proportionately in accordance with theiras defined below, inter-se, respective shareholding in and the JVC or in a manner as may be mutually agreed between them, provided that such purchase Offeree Party shall not exercise its Right of First Refusal only over part of the PP Purchase Offered Shares by or Offered Rights it is entitled to, pursuant to the Remaining Private Participants shall not result in proportion rule mentioned at the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededend of item 11.4. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within 11.6 Within thirty (30) days from as of the date of receipt, by the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than allOfferee Parties, of the PP Purchase Shares. Notice sent by the Offeror Party, pursuant to item 11.2, each Offeree Party shall send a written notification (vi“Notification”) Transfer of all, but not less than all, of to the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shallOfferor Party indicating that: (i) make an offer for the sale it wishes to exercise its Right of First Refusal over all of the AAI Purchase Offered Shares (as defined hereunder) and/or Offered Rights it is entitled to, according to the Private Participants by proportion rule mentioned in item 11.4; or (ii) it wishes to waive its Right of First Refusal (considering that the absence of notification within the established period shall be understood as a notice mentioning therein:- (a) waiver of the number Right of Equity First Refusal). 11.7 The Offeree Parties are not allowed to assign the Right of First Refusal, at any time whatsoever, to any other Party or to third parties. 11.8 In the event that one or more Offeree Parties waive their respective Right of First Refusal to the acquisition of the Offered Shares proposed to be offered for sale and/or Offered Rights they are entitled to, the Offered Shares and/or Offered Rights over which the respective Offeree Party has not exercised its Right of First Refusal, (the “AAI Purchase Remaining Shares”), (b) shall be offered only to the price at other Offeree Parties which have notified the AAI Purchase Shares are being offered for sale (Offeror Party according to the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice item 11. 6. The Offeree Parties shall be sent to each Private Participantnotified by the Offeror Party so that they may, who shall have within fifteen (15) days after the option to purchase between them all, but not less than all, end of the AAI Purchase Sharesperiod referred to in item 11.6, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase exercise their Right of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityFirst Refusal.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions set forth in connection therewith this Section 12.01 and provided that no Event of Default with respect to the subject Leased Property has occurred and is continuing at such time or at the expiration of this Agreement or the individual Lease, Tenant shall have a right of first refusal (the “PP Offer Notice”"Purchase Refusal Right") to purchase any Leased Property (including any Leased Property owned by an Affiliate [as defined in Section 13.01 hereof] of Landlord). A copy of If during the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC Term or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days following termination of the expiry any Lease, Landlord or any Affiliate of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at Landlord receives a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire bona fide third party offer to Transfer any or all of Equity Shares or voting interests therein owned by it/ themLeased Property, then, prior to any Entity accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer "Landlord's Notice”"). A copy of the AAI Offer Notice shall be sent to each Private Participant, who Tenant shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased Property provided however, that the Transfer of the expiry of Leased Property is at a price equal to or greater than the AAI price contained in the Landlord's Notice, and otherwise consistent in all material respects with the terms and conditions set forth in Landlord's Notice. Tenant's Purchase PeriodRefusal Right shall revive in the event that Landlord fails to Transfer the Leased Property within said one hundred eighty (180) days. In the event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, (a) Tenant shall acquire such Leased Property on the same terms and conditions and subject to all but time periods and other limitations as provided in Landlord's Notice (provided, however, Tenant shall in all events have not less than allninety (90) days to close its acquisition of the Leased Property following its written notice exercising its Purchase Refusal Right), and (b) concurrently with such acquisition, the AAI Lease of such Leased Property shall terminate (but Tenant shall remain liable to pay any unpaid Rent with respect to such Leased Property and all indemnifications and other provisions that survive the expiration of the individual Lease or of this Agreement shall continue in effect), and this Agreement shall be appropriately amended to reflect the termination of such Lease. Notwithstanding the foregoing provisions, the Purchase Shares at Refusal Right shall not be applicable to any Transfer of a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered Leased Property to any Affiliate of Landlord, so long as such Affiliate acquires such Leased Property subject to the Private Participants Purchase Refusal Right. A " Transfer" is any direct or indirect sale, conveyance or other disposition, including any transfer of a controlling ownership interest in the AAI Offer Noticeany owning partnership, to limited liability company or corporation, and including any Entitylease with a term in excess of five (5) years.

Rights of First Refusal. 3.7.1 In addition 9.1 The Parties shall not sell, assign, transfer, whether in return for payment or free of charge, convey to the requirements set out capital of another company, transmit, or further, sell or otherwise dispose of their Affected Shares, their Subscription Rights, their securities that grant or may grant the right of vote within the scope of the Company, except if the provisions in this Clause 3.6 and subject always are complied with. 9.2 Should one of the Parties (“Offeror Party”) receive a proposal (“Proposal”) from any of the other Parties or from third parties (“Proponent”) to sell, assign, transfer, whether in return for payment or free of charge, convey to the lock-capital of another company, transmit or, in provisions set out under Clause 2.5 any way, sell or dispose of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any part or all of its Equity Shares Affected Shares, Subscription Rights, or securities that grant or may grant voting interests therein owned by it rights, the Offeror Party shall send a written notice (the “Seller PPNotice”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Parties (the “Remaining Private ParticipantsOfferee Parties”) immediately after the official acceptance of the Proposal by a Notice mentioning therein:- the competent entity of the Offeror Party, offering them the Affected Shares it intends to dispose of (a“Offered Shares”) the total number of Equity Shares proposed Subscription Rights or securities that grant or may grant voting rights it intends to be offered for sale assign (the “PP Purchase SharesOffered Rights”), (b) informing the price at which price, currency, place of payment and all the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions of the Proposal (including the Proponent’s name, full qualification and commitment of, in connection therewith (the “PP Offer Notice”event of acquisition of the Offered Shares or Offered Rights, adhering to this Agreement). A , and the intent of the Offeror Party to accept the Proposal, a copy of which shall be attached to the PP Offer Notice shall also be sent Notices. 9.3 The Offeror Party may further hold a public or private auction to AAI;offer the Offered Shares and/or Offered Rights that it intends to dispose of or assign, expressly contemplating the application of the Right of First Refusal provided in this Clause in the public notice related to the respective auction (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions9.3.1 In case of a public or private auction is held, the Remaining Private Participants winning bidder shall submit a proposal under the terms hereby specified to the Offeror Party, so that the Offeror Party can then begin the procedures related to Rights of First Refusal, as provided in this Clause. 9.4 The Offeree Parties shall have the option Right of First Refusal in the acquisition of the Offered Shares and the Offered Rights, according to purchase between them the same terms and conditions of the Proposal, over all Affected Shares, proportionally to the number of Affected Shares they hold, excluding the Affected Shares owned by the Offeror Party. The exercise of the Right of First Refusal shall be subject to the procedures mentioned below. 9.5 Each Offeree Party may only exercise its Right of First Refusal over all, but and not less than all, of the PP Purchase Offered Shares or Offered Rights it is entitled to, according to the proportion rule referred to in item 9.4, without prejudice to the Right of First Refusal over the Remaining Shares, proportionately in accordance with theiras defined below, inter-se, respective shareholding in and the JVC or in a manner as may be mutually agreed between them, provided that such purchase Offeree Party shall not exercise its Right of First Refusal only over part of the PP Purchase Offered Shares or Offered Rights it is entitled to, pursuant to the proportion rule mentioned at the end of item 9.4. 9.6 Within thirty (30) days as of the date of receipt, by the Remaining Private Participants Offeree Parties, of the Notice sent by the Offeror Party, pursuant to item 9.2, each Offeree Party shall not result send a written notification (“Notification”) to the Offeror Party indicating that: (i) it wishes to exercise its Right of First Refusal over all of the Offered Shares and/or Offered Rights it is entitled to, according to the proportion rule mentioned in item 9.4; or (ii) it wishes to waive its Right of First Refusal (considering that the Foreign Entities Equity Cap and/or absence of notification within the Scheduled Airlines Equity Cap being exceededestablished period shall be understood as a waiver of the Right of First Refusal). 9.7 The Offeree Parties are not allowed to assign the Right of First Refusal, at any time whatsoever, to any other Party or to third parties. 9.8 In the event that one or more Offeree Parties waive their respective Right of First Refusal to the acquisition of the Offered Shares and/or Offered Rights they are entitled to, the Offered Shares and/or Offered Rights over which the respective Offeree Party has not exercised its Right of First Refusal, (iiithe “Remaining Shares”), shall be offered only to the other Offeree Parties which have notified the Offeror Party according to the terms of the item 9.6 (i). The Offeree Parties shall be notified by the Offeror Party so that they may, within fifteen (15) Transfer days after the end of allthe period referred to in item 9.6, but exercise their Right of First Refusal. 9.9 Each of the Offeree Parties, with regard to the acquisition of the Remaining Shares, may only exercise its Right of First Refusal over all of the Remaining Shares. If more than one Offeree Party, with reference to the acquisition of the Remaining Shares, exercises its Right of First Refusal over the Remaining Shares, such Offeree Parties shall be obliged to acquire the Remaining Shares proportionally to the number of Affected Shares they hold in relation to the total number of Affected Shares, excluding the ownership stake of all the other Parties. 9.10 Each of the Offeree Parties, notified as to the exercise of the Right of First Refusal over the Remaining shares, shall reply in writing to the Offeror Party within fifteen (15) days from the date of receipt of the notification sent by the Offeror Party referred to in item 9.8, indicating that: (i) it wishes to exercise its Right of First Refusal over all of the Remaining Shares, and not less than allall of the Remaining Shares (it is not allowed to exercise its Right of First Refusal over part of the Remaining Shares); or (ii) it wishes to waive its Right of First Refusal over the Remaining Shares (considering that the absence of reply within the established period shall be understood as a waiver of the Right of First Refusal over the Remaining Shares). 9.11 The assignment of the Right of First Refusal over Remaining Shares, at any time, to any other Party or to third parties by the Offeree Parties is not allowed. 9.12 When the periods established in this Clause for the exercise of the Right of First Refusal have terminated, the Offered Shares and/or the Offered Rights shall be disposed of, within the subsequent fifteen (15) days to the Offeree Parties that have notified the Offeror Party, within the established period, of their intention of acquiring the PP Purchase Offered Shares or the Offered Rights and, possibly, the Remaining Shares, according to the Remaining Private Participants same terms and conditions set forth in the Proposal. 9.13 If all Offered Shares and/or the Offered Rights are not disposed of to the Offeree Parties, pursuant to the terms set forth previously, the Offeror Party shall take place at be free to, under the same time and date at the registered office terms of the JVC Proposal, within thirty (30) days from following the date end of the PP Offer Notice (period established in item 9.6 above, dispose of all of the “Remaining PP Purchase Period”);Offered Shares and/or the Offered Rights to the Proponent or dispose of to the Proponent the portion of the Offered Shares and/or the Offered Rights over which the Offeree Parties have not exercised the Right of First Refusal, so as to ensure that the Offeror Party may dispose of all of the Offered Shares and/or the Offered Rights. (iv) 9.14 The buyer of the Offered Shares shall be irrevocably obliged to adhere, in an absolute and irrevocable manner, to the terms of this Agreement, through a letter addressed to the Parties and to the Company. 9.14.1 In the case of Subscription Rights, the purchaser of the Offered Rights shall undertake, irrevocably and unconditionally, to adhere to this Shareholders’ Agreement by means of amendment hereto, and such purchaser will be prohibited from exercising the voting rights until the Subscription Rights are converted into Affected Shares 9.14.2 The purchaser of the Offered Shares, in case it is a third party, will be the successor of the Offeror Party as regards all of its rights and obligations under this Shareholders’ Agreement, or in proportion to the Affected Shares it may acquire. 9.14.3 If the Remaining Private Participants do Offered Shares are acquired by any Party of this Shareholders’ Agreement, or by more than one party, the rights inherent to the Offered Shares will be added to the rights already held by the purchasing Party (ies). 9.14.4 In the event that a third party acquires the Offered Shares, the Parties hereto undertake to take the appropriate measures with the purpose of replacing the Director(s) appointed by the Offeror Party, for those to be appointed by the third party who has acquired the Offered Shares. If the Offeror Party has not purchase disposed of all of its Affected Shares, the PP Purchase replacement of Directors shall occur in proportion to the Offered Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days in respect of the expiry Affected Shares held by the Offeror Party. 9.15 Any sale, transfer, assignment or disposal of the Remaining PP Purchase Period, make an offer by notice to AAI for Affected Shares or the sale Subscription Rights in violation of the PP Purchase Shares at provisions of this Clause will be void, and the PP Offer Price Company is hereby forbidden to record them in its books. 9.16 Each of the Parties shall forward to the other Parties and on to the same terms and conditions as contained Company, in the PP Offer Notice (person of one of its Officers, copies of all Notices and notifications sent by them, related to the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, exercise of the PP Purchase SharesRight of First Refusal referred to in this Clause. (vi) Transfer 9.17 The Right of all, but First Refusal will not less than all, be applicable to transfers of Affected Shares or Subscription Rights to Affiliates of the PP Purchase Shares to AAI and/or any of Parties, provided that the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and following conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shallare complied with: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) The Affiliate shall declare, through a letter addressed to the Private Participants by a notice mentioning therein:- (a) Parties and the number of Equity Shares proposed Company, its full, unconditional and irrevocable adhesion to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded;this Shareholders’ Agreement (ii) Transfer of allIf the Affiliate is controlled by the Offeror Party, but the Offeror Party shall present a statement to the other Parties, in which it undertakes not less than all, to dispose of the AAI Purchase control of the Affiliate, for whatever purposes, or in any other way, including on account any corporate transaction, except if it previously reacquires the Affected Shares that it has transferred to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”)Affiliate; (iii) If if the Private Participants do not purchase all Affiliate is the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days controller of the expiry Offeror Party, or a company under common control, the final controlling shareholder of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at Affiliate shall present a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered statement to the Private Participants other Parties in which it undertakes not to dispose of the AAI Offer Noticecontrol of the Affiliate, for whatever purposes, or in any other way, including on account of any corporate transaction, except if it previously reacquires the Affected Shares that it has transferred to any Entitythe Affiliate.

Rights of First Refusal. 3.7.1 In addition (a) Subject to the requirements set out in Clause 3.6 provisions of this Article 4 and subject always to the lock-in provisions set out under Clause 2.5 Section 2 of the OMDAEmployee Stock Agreement, if at least 60 days prior to making any time, a Private Participant desires to Transfer, whether directly or indirectly, Transfer of any or all of its Equity interest in any Shares or voting interests therein owned by it Voting Trust Certificates (other than pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") or an underwritten Public Offering or as provided in the proviso in paragraph 4.2 (c) below), the transferring Shareholder (the “Seller PP”), then, it shall: "Transferring Shareholder") shall deliver a written notice (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder"Offer Notice") to the Company and the other Private Participants (Shareholders. The Offer Notice shall set forth in reasonable detail the “Remaining Private Participants”) by a Notice mentioning therein:- (a) name of the total Transferring Shareholder, the number of Equity Shares or Voting Trust Certificates proposed to be offered for sale so Transferred (the “PP Purchase Shares”"Offered Securities"), the name and address of the proposed transferee (bin the case of a Transfer other than pursuant to a Public Offering which is not underwritten), the proposed amount of consideration (which shall be payable solely in cash and which, in the case of a Transfer pursuant to a Public Offering which is not underwritten, shall be based on the average daily trading price of the Common Stock over the 30-day period ending on the business day immediately preceding the date of the Offer Notice) and the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions of payment offered by the proposed transferee. (b) If the Transferring Shareholders (in connection therewith whole or in part) consist of any Executive Shareholder, Ahalt or any Other Company Shareholder (the “PP Offer Notice”"Employee Group"). A copy , the non-sxxxxxg members of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option Employee Group may elect to purchase between them all, all (but not less than all, ) of their Pro Rata Share (as defined below) of the PP Purchase SharesOffered Securities being sold by members of the Employee Group at the price and on the other terms specified in the Offer Notice by delivering written notice of such election to the Transferring Shareholder and the other members of the Employee Group (or the Company's Secretary) as soon as practicable but in no event later than 10 days after the delivery of the Offer Notice. If any members of the Employee Group did not elect to purchase their Pro Rata Share of the Offered Securities within such 10-day period, proportionately each of the other members of the Employee Group who has so elected may elect to purchase all or part of the remaining Offered Securities at the price and on the other terms specified in the Offer Notice by delivering written notice of such election to the transferring Shareholder and the other members of the Employee Group (or the Company's secretary) as soon as practicable but in no event later than 20 days after initial delivery of the Offer Notice; PROVIDED, that, in case there are more elections than there are Offered Securities, such additional Shares shall be allocated to such members of the Employee Group in accordance with their, inter-se, respective shareholding in their Pro Rata Share; it being the JVC or in a manner as may be mutually agreed between them, provided that such purchase intention of the PP Purchase Shares parties that the Offered Securities that are proposed to be Transferred by the Remaining Private Participants shall not result in members of the Foreign Entities Equity Cap and/or Employee Group be offered first to non-selling members of the Scheduled Airlines Equity Cap being exceededEmployee Group. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (ivc) If the Remaining Private Participants do Transferring Shareholders consist of one or more of the Fund Shareholders (the "Fund Group") and the proposed transferee is not another Fund Shareholder, or an Affiliate of any of the Fund Shareholders, such Transfer is subject to this Article 4; PROVIDED, HOWEVER, that the rights of first refusal provided in this Section 4.2 shall not apply to a Transfer by any member of the Fund Group or any Permitted Transferee thereof (as defined in Section 4.6) to a financial or other similar institutional investor or investment fund which is not a Competitor and which, in connection with such Transfer, is expressly not assigned, and is expressly prohibited from succeeding to, any of the rights of the Fund Shareholders or their Permitted Transferees to designate Directors under Article 2. (d) If the Transferring Shareholders consist of CSO or a CSO Affiliate (the "CSO Group") and the proposed transferee is not another CSO Affiliate, such transfer is subject to this Article 4. (e) If the Employee Group as a whole, in the case of paragraph 4.2 (b), has not elected to purchase all of the PP Purchase Shares from the Seller PP Offered Securities within the Remaining PP Purchase Period then first-offer periods specified therein, or if the Seller PP shallFund Group or CSO Group proposes a Transfer that is subject to this Article 4, within three (3) days any Offered Securities shall be offered during the following 10-day period to the Company. If the Company does not elect to purchase all of the expiry Offered Securities within such 10-day period pursuant to a Supermajority Vote of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and Board in accordance with its termsArticle 8, AAI (along any remaining Offered Securities shall then be offered during the following 10-day period to all other Shareholders in accordance with AAI Nominees), shall, at AAI’s option, have the right their Pro Rata Share. If any such other Shareholders do not elect to purchase allall of their respective Pro Rata Share of such Offered Securities within such 10-day period, but any remaining Offered Securities shall then be offered to all those Shareholders electing to purchase Offered Securities during the next succeeding 10-day period, in accordance with their respective Pro Rata Share or as the Shareholders electing to purchase at that time may otherwise agree. The offering periods referred to in this Section 4.2 are collectively referred to as the "Election Period". Each Shareholder agrees not less than all, to consummate any Transfer until expiration of the PP Purchase SharesElection Period unless the parties to the Transfer have been finally determined pursuant to this Section at any time prior to the expiration of such Election Period. (vif) If, but only if, the other Shareholders and/or the Company, as the case may be, have elected to purchase all of the Offered Securities from the Transferring Shareholder, the Transfer of allsuch Offered Securities shall be consummated as soon as practicable after the delivery of the election notices, but not less in no event later than all, 30 days after the expiration of the PP Purchase Shares Election Period. (g) If the other Shareholders and/or the Company, as the case may be, have not elected to AAI and/or any purchase all of the AAI Nominees shall take place at Offered Securities, the same time and date at Transferring Shareholder may, within 90 days after the registered office expiration of the JVC within thirty (30Election Period and subject to the provisions of Section 4.3, Transfer such Offered Securities to the Person(s) days from named in the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower less than the PP price per Share specified in the Offer Price Notice and on other terms and conditions not no more favourable favorable to the transferee than those offered to AAI the Company and the other Shareholders in the Second PP Offer Notice Notice. If such Transfer does not occur within such 90-day period, this Section 4.2 shall be applicable with respect to any Entityall future Transfers of such Offered Securities. 3.7.2 If at (h) The purchase price specified in any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have payable solely in cash at the option to purchase between them all, but not less than all, closing of the AAI Purchase Sharestransaction; PROVIDED, proportionately in accordance that, with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase respect solely to Transfers among Shareholders of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares Company pursuant to the Private Participants in accordance with provisions of this Section 4.2, other bona fide arrangements and terms which are acceptable to the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees Transferring Shareholder can be considered. For purposes hereof, each Shareholder's "Pro Rata Share" shall be at based upon such Shareholder's percentage ownership of Shares on a liberty fully-diluted basis relative to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered other Shareholders to the Private Participants in the AAI Offer Notice, whom an offer has been made pursuant to any Entitythis Section 4.2.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions set forth in connection therewith this Section 12.01 and provided that no Event of Default with respect to the subject Leased Property has occurred and is continuing at such time or at the expiration of this Agreement or the individual Lease, Tenant shall have a right of first refusal (the “PP Offer Notice”"Purchase Refusal Right") to purchase any Leased Property (including any Leased Property owned by an Affiliate [as defined in Section 13.01 hereof] of Landlord). A copy of If during the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC Term or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days following termination of the expiry any Lease, Landlord or any Affiliate of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at Landlord receives a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire bona fide third party offer to Transfer any or all of Equity Shares or voting interests therein owned by it/ themLeased Property, then, prior to any Entity accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer "Landlord's Notice”"). A copy of the AAI Offer Notice shall be sent to each Private Participant, who Tenant shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased Property provided however, that the Transfer of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares Leased Property is at a price not lower equal to or greater than the AAI Offer Price price contained in the Landlord's Notice, and on otherwise consistent in all material respects with the terms and conditions not more favourable than those offered to the Private Participants set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the AAI Offer Notice, event that Landlord fails to any Entity.Transfer the Leased Property within said one hundred eighty (180) days. In the event that Tenant elects to

Rights of First Refusal. 3.7.1 In addition (a) Subject to the requirements set out in Clause 3.6 and subject always Section 2.6, should any Stockholder desire to the lock-in provisions set out under Clause 2.5 effect a Transfer of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all shares of its Equity Shares Capital Stock (other than Warrants or voting interests therein owned by it Restricted Stock) (the “Seller PPROFR Shares”) pursuant to a bona fide written offer for cash or Acceptable Securities from another Person (an “Acquisition Proposal”), then, it shall:such Stockholder (the “ROFR Transferor”) shall promptly give written notice (the “ROFR Notice”) thereof to the Company and SCF. The ROFR Notice shall set forth the following information in respect of the proposed Transfer: (i) the name and address of the prospective acquiror; (ii) each Person that Controls the prospective acquiror; (iii) the number and type of ROFR Shares and (iv) the per share purchase price (including a description of any Acceptable Securities included in the Acquisition Proposal). The consideration for any Transfer under this Section 2.3 must be cash and/or Acceptable Securities only. (i) make The Company shall have an offer optional preferential right, for a period of 30 days after the receipt by the Company of the ROFR Notice (the “Company ROFR Acceptance Deadline”), to acquire from the ROFR Transferor for cancellation, for the per share purchase price set forth in the ROFR Notice, all (but not less than all) of the ROFR Shares, on the terms set forth in this Section 2.3. Any consideration consisting of Acceptable Securities provided in the Acquisition Proposal shall be valued at its Fair Market Value as of the date of the ROFR Notice, and the Company shall pay the Fair Market Value of such Acceptable Securities in cash as part of the purchase price for the ROFR Shares in the event it exercises its purchase right hereunder. The Company shall promptly determine the Company ROFR Acceptance NINE ENERGY SERVICE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Deadline upon its receipt of the ROFR Notice and shall promptly, and in no event later than two Business Days after its receipt of the ROFR Notice, give notice thereof and a copy of the ROFR Notice to SCF. The Company may exercise its right hereunder by giving written notice (the “Company ROFR Acceptance Notice”) to the ROFR Transferor and to SCF, on or before the Company ROFR Acceptance Deadline, of the Company’s election to acquire all (but not less than all) of the ROFR Shares. (ii) If the Company provides written notice that it will not exercise its right to purchase the ROFR Shares pursuant to Section 2.3(b)(i), or if the 30 day period provided in Section 2.3(b)(i) for the Company’s election thereof expires without any such election (such decline or expiration, the “Company Non-Exercise Event”), then SCF shall have an optional preferential right, for a period of five days after the occurrence of the Company Non-Exercise Event (the “SCF ROFR Acceptance Deadline”), to acquire from the ROFR Transferor, for the per share purchase price set forth in the ROFR Notice, all (but not less than all) of the ROFR Shares, on the terms set forth in this Section 2.3. Any consideration consisting of Acceptable Securities provided in the Acquisition Proposal shall be valued at its Fair Market Value as of the date of the ROFR Notice, and SCF shall pay the Fair Market Value of such Acceptable Securities in cash as part of the purchase price for the ROFR Shares in the event it exercises its purchase right hereunder. SCF may exercise its right hereunder by giving written notice (the “SCF ROFR Acceptance Notice”) to the ROFR Transferor and to the Company, on or before the SCF ROFR Acceptance Deadline, of SCF’s election to acquire all (but not less than all) of the ROFR Shares. (c) The closing of the sale of the PP Purchase ROFR Shares (as defined hereunder) to the Company pursuant to Section 2.3(b)(i) or to SCF pursuant to Section 2.3(b)(ii) shall be at 9:00 a.m. (Central Time) on the 15th Business Day following the Company ROFR Acceptance Deadline or the SCF ROFR Acceptance Deadline, as applicable, at the Company’s principal office, subject to any delay in the closing provided for below, unless the ROFR Transferor and the Company or SCF, whichever is the purchaser, otherwise agree in writing. The Company, the ROFR Transferor and SCF shall cooperate in good faith in obtaining all necessary governmental and other Private Participants third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the next succeeding Business Day following the expiration or early termination of any required waiting periods under the HSR Act, if applicable, and the obtaining of all necessary governmental approvals. At the closing of any purchase of the ROFR Shares by the Company or SCF, (i) the “Remaining Private Participants”cash consideration to be paid in accordance with Section 2.3(b)(i) or Section 2.3(b)(ii), as applicable, of this Agreement shall be delivered by the Company or SCF, as applicable, to the ROFR Transferor, (ii) if the Company purchases the ROFR Shares pursuant to Section 2.3(b)(i), the ROFR Transferor shall deliver to the Company certificates representing the ROFR Shares so purchased, accompanied by duly executed stock transfer powers transferring such ROFR Shares to the Company, free and clear of all liens, encumbrances and adverse claims with respect thereto except for any encumbrances established herein, and (iii) if SCF purchases the ROFR Shares pursuant to Section 2.3(b)(ii), the ROFR Transferor shall deliver to SCF certificates representing the ROFR Shares so purchased, accompanied by duly executed stock transfer powers transferring such ROFR Shares to SCF, free and clear of all liens, encumbrances and adverse claims with respect thereto except for any encumbrances established herein. The NINE ENERGY SERVICE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ROFR Transferor shall not be required to make any representations or warranties in connection with any Transfer of ROFR Shares to the Company or SCF, as applicable, pursuant to this Section 2.3 other than representations and warranties as to (and the ROFR Transferor shall execute an agreement for the benefit of the Company or SCF, as applicable, providing for representations and warranties as to) (A) such ROFR Transferor’s ownership of the ROFR Shares to be Transferred free and clear of all liens, claims and other encumbrances other than those arising under this Agreement, the Certificate of Incorporation or the Bylaws, (B) such ROFR Transferor’s power and authority to effect such Transfer and (C) such matters pertaining to compliance with applicable Law (including securities Laws) by the ROFR Transferor as the Company (and SCF, if SCF is the purchaser pursuant to Section 2.3(b)(ii)) may reasonably require. The ROFR Transferor will promptly perform, whether before or after any such closing, such additional acts (including executing and delivering additional documents) as are reasonably required by the Company or SCF, as applicable, to effect more fully the transactions contemplated by this Section 2.3. (d) If, in connection with any Transfer under this Section 2.3, any record date for a distribution on the Capital Stock subject to the ROFR Notice mentioning therein:- occurs on or after the date the ROFR Transferor gives the ROFR Notice but prior to the closing of the purchase of any shares of Capital Stock by the Company, or SCF, as applicable, pursuant to this Section 2.3, then the Company, or SCF, as applicable, shall be entitled to receive, unless the ROFR Notice specifically indicated to the contrary and the Acquisition Proposal was made on such basis, any such distributions or securities, as the case may be, in respect of the Capital Stock that the Company, or SCF, as applicable, acquires pursuant to this Section 2.3, and appropriate documentation shall be delivered at the closing by the ROFR Transferor to evidence the right of the Company or SCF, whichever is the purchaser of the ROFR Shares, to receive such distributions or securities. (ae) If, after completion of the total number foregoing procedures under this Section 2.3, neither the Company nor SCF has subscribed to purchase all of Equity the ROFR Shares, then the ROFR Transferor may, at any time within 60 days after the later to occur of the Company ROFR Acceptance Deadline and, if applicable, the SCF ROFR Acceptance Deadline, Transfer all (but not less than all) of the ROFR Shares, on terms no more favorable to such transferee than those set forth in the ROFR Notice. After the expiration of such 60 day period, the ROFR Transferor may not Transfer any of the ROFR Shares proposed described in the ROFR Notice without complying again with the provisions of this Agreement if and to the extent then applicable. (f) If a Non-SCF Holder makes an Involuntary Transfer of Capital Stock, such Non-SCF Holder (or such Person’s legal representative, executor or transferee, as the case may be) shall promptly notify the Company and SCF in writing of such Involuntary Transfer. Such notice shall constitute a ROFR Notice and the Involuntary Transfer shall be offered treated as a Transfer for sale (purposes of this Section 2.3, and the “PP Purchase Shares”), (b) provisions provided therein shall apply to such Involuntary Transfer as if it were a Transfer; provided that the price at which the PP Purchase Shares are being offered for sale Company or SCF, as applicable, shall be entitled to acquire such securities shall be equal to the Fair Market Value of such securities at the time of such Involuntary Transfer. If such Non-SCF Holder (or such Person’s legal representative, executor or transferee, as the “PP Offer Price”; case may be) fails to promptly NINE ENERGY SERVICE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT give the required notice of such Involuntary Transfer and (c) any other terms and conditions in connection therewith (if SCF or the “PP Offer Notice”). A copy Company nevertheless becomes aware of such Involuntary Transfer, the PP Offer Notice Company shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeentitled, and in accordance with its terms and conditionsSCF shall be entitled to request the Company, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares give notice to the Remaining Private Participants shall take place applicable transferee of its election to acquire such securities at the same any time and date at the registered office after it becomes aware of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) such Involuntary Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) equal to the Private Participants by a notice mentioning therein:- (a) the number Fair Market Value of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place securities at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entitysuch Involuntary Transfer.

Rights of First Refusal. 3.7.1 In addition (a) The parties acknowledge that pursuant to the requirements set out in Clause 3.6 Partnership Agreement, Alltel and subject always Buyer each has a right of first refusal (a "ROFR") with respect to the lock-sale of Seller's Partnership Interest to Buyer contemplated by this Agreement. As soon as practicable and in provisions set out under Clause 2.5 any event within 15 days after the execution of this Agreement, Seller shall offer the Partnership Interest to Alltel pursuant to a written notice (the "ROFR Notice") in accordance with the requirements of the OMDAPartnership Agreement, and thereafter Seller shall comply with the additional requirements of the Partnership Agreement relating to the ROFR. Seller will promptly furnish to Buyer a copy of the ROFR Notice sent to Alltel and copies of all subsequent written communications between Seller and Alltel with respect to such offer. Buyer hereby waives the requirement of the Partnership Agreement that it be given a ROFR Notice and hereby notifies Seller that it is exercising its ROFR in accordance with the Partnership Agreement; provided, however, that if at any timethe Closing condition set forth in Section 4.1.11 of this Agreement is satisfied by the satisfaction of clause (i), a Private Participant desires to Transfer(ii) or (iii) of that Section, whether directly or indirectly, any or all then Buyer's exercise of its Equity Shares or voting interests therein owned ROFR shall be deemed to be rescinded at the time of the satisfaction of such condition, automatically and without the need for any further notice by it any party. In the event that Alltel validly exercises its ROFR and Buyer and Alltel agree on which of them shall be the general partner of the Partnership as contemplated by Section 13.3 of the Partnership Agreement (such agreement to be in the “Seller PP”form of a letter agreement duly executed by Buyer and Alltel and addressed to Seller, and referred to herein as the "GP Designation Agreement"), thenthe following modifications and additions shall be deemed to be made to this Agreement, it shallautomatically and without the requirement of any further action by any party, in order to implement the terms of the ROFR's: (i) make an offer for instead of purchasing Seller's entire 66% interest in the sale Partnership, Buyer shall purchase from Seller a 49% interest in the Partnership (and Alltel will purchase the remaining 17% interest of the PP Purchase Shares (as defined hereunder) Seller pursuant to its ROFR), and all references herein to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice "Partnership Interest" shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that thereafter mean such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.49% interest,

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 (a) If any holder of any Preferred Units (other than any member of the OMDA, if at Warburg Pincus Group) or any time, Vested Profits Units receives a Private Participant bona fide written offer from any Third Party (a “Third Party Offer”) for the purchase of all or a part of such holder’s Preferred Units or Vested Profits Units and such holder desires to Transferaccept and is permitted to effect such proposed Disposition pursuant to Section 7.2, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it such holder (the “Seller PPOfferor Holder”) shall deliver written notice of such Third Party Offer (the “Notice of Right of First Refusal”) to the Company no less than 30 days prior to the date of the proposed Disposition. The date that the Notice of Right of First Refusal is received by the Company shall constitute the “First Refusal Notice Date.” Within five days after receipt of the Notice of Right of First Refusal by the Company, the Company shall send a copy of the Notice of Right of First Refusal along with a letter indicating the First Refusal Notice Date to each Institutional Investor that holds Preferred Units (other than the Offeror Holder and any such holder that is a Defaulting Member) (each, a “ROFR Holder”). The notice shall set forth the name of the Third Party (including, if such information is not publicly available, information about the identity of the Third Party), the number and class or series of Preferred Units or Vested Profits Units to be sold (the “Offered Units,” which shall not include Units to be sold that are not Preferred Units or Vested Profits Units), the price per Unit for the Offered Units (the “Offer Price”), then, it shall: (i) make an offer for the sale all details of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; payment terms and (c) any all other terms and conditions of the proposed Disposition. A Third Party Offer may not contain provisions related to any property of the Offeror Holder other Preferred Units or Vested Profits Units held by the Offeror Holder, and the Offer Price shall be expressed only in connection therewith terms of cash (the “PP Offer Notice”in U.S. dollars). A copy The Offer Price per Offered Unit may differ in order to reflect differences in the Preferred Unit Preference Amounts and Designated Values with respect to the Preferred Units that are Offered Units and differences in rights to distributions pursuant to Section 6.1(c), Designated Values, Withheld Amounts and Retained Amounts, if any, with respect to the Vested Profits Units that are Offered Units. Any Third Party Offer for Preferred Units or Vested Profits Units not satisfying the terms of this Section 7.4 (e.g., a Third Party Offer in which not all of the PP proposed consideration is cash or a Third Party Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but property other than Preferred Units or Vested Profits Units or a Third Party Offer that is not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as bona fide) may not be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares made unless otherwise expressly permitted pursuant to the Remaining Private Participants shall take place at the same time and date at the registered office other provisions of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Sharesthis Article 7. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition For so long as Tenant has at least twenty four (24) months remaining in the term of this Lease, and provided Tenant is not in default under this Lease after the expiration of all applicable grace periods, at such time as Landlord receives a bona-fide offer from a third party to lease all or a portion or portions of certain spaces located on the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 first floor of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all Building and containing approximately 3,031 rentable square feet of its Equity Shares or voting interests therein owned by it space (the “Seller PPSpace A”) and 2,953 rentable square feet of space (“Space B”), thensuch spaces being more particularly identified on Exhibit “D-1” attached hereto and made a part hereof, it shall: (i) make an offer for the sale Landlord shall notify Tenant in writing of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”)of such third-party offer. A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants Tenant shall have the option five (5) business days following delivery to purchase between them all, but not less than all, Tenant of the PP Purchase Shares, proportionately Landlord’s notice in accordance with their, inter-se, respective shareholding in the JVC which to agree to lease said space or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on spaces under the same terms and conditions as contained in of such third-party offer. In the PP Offer Notice event Tenant does not choose to lease such space or spaces, or fails to notify Landlord of its desire to lease such space or spaces, within such five (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms5)-business day notification period, AAI (along with AAI Nominees), shall, at AAI’s option, Landlord will have the right to purchase alllease such space or spaces, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ themportion thereof, to any Entity other party on terms not less favorable to Landlord, and the rights of Tenant hereunder with respect to such lease of such space or spaces shall terminate. Tenant’s right to lease such space or spaces shall be a continuing right and shall apply to subsequent leasing of such space or spaces. Notwithstanding any provisions herein to the contrary, Tenant’s rights hereunder with respect to Space B only shall be subject and subordinate to all currently existing rights of New York Life, another tenant in the Building, with respect to such Space B. Notwithstanding the foregoing, any termination of this Lease, or any assignment of this Lease or subletting of more than fifteen percent (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i15%) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) Premises in effect at the time of notice to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy Landlord of the AAI Offer Notice exercise of such renewal option, shall be sent to each Private Participant, who shall have terminate the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately Tenant contained in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entitythis Paragraph.

Rights of First Refusal. 3.7.1 In addition (a) Should any Non-SCF Holder desire to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 effect a Transfer of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all shares of its Equity Shares or voting interests therein owned by it Common Stock (the “Seller PPROFR Shares”) pursuant to a bona fide offer for cash or Acceptable Securities from another Person (an “Acquisition Proposal”), then, it shall: the Non-SCF Holder (isuch Non-SCF Holder being referred to in this Section 2.3 as the “ROFR Transferor”) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants shall promptly give notice (the “Remaining Private ParticipantsROFR Notice”) thereof to the Company and SCF. The ROFR Notice shall set forth the following information in respect of the proposed Transfer: the name and address of the prospective acquiror, each Person that Controls the prospective acquiror, the number and type of ROFR Shares and the purchase price. The consideration for any Transfer under this Section 2.3 must be cash and/or Acceptable Securities only. (b) SCF shall have an optional preferential right, for a period of thirty (30) days after the receipt by a the Company of the ROFR Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase SharesROFR Acceptance Deadline”), (b) to acquire from the ROFR Transferor, for the per share purchase price at which set forth in the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer ROFR Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, all (but not less than all) the ROFR Shares, on the terms set forth in this Section 2.3. Any consideration consisting of Acceptable Securities provided in the Acquisition Proposal shall be valued at its Fair Market Value. The Company shall promptly determine the ROFR NUWAVE ENERGY TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT Acceptance Deadline upon its receipt of the ROFR Notice and shall promptly (within two (2) business days of its receipt of the ROFR Notice) give notice thereof and a copy of the ROFR Notice to the ROFR Transferor and SCF. SCF may exercise its right hereunder by giving written notice (the “ROFR Acceptance Notice”) to the ROFR Transferor and to the Company, on or before the ROFR Acceptance Deadline, of SCF’s election to acquire all or any part of the PP Purchase ROFR Shares. Notwithstanding the foregoing, proportionately SCF may elect to assign its rights under any of the provisions of this Section 2.3 on a case by case basis to the Company. (c) The closing of the sale of the ROFR Shares to SCF pursuant to this Section 2.3 shall be at 9:00 a.m. on the fifteenth (15th) Business Day following the ROFR Acceptance Deadline at the Company’s principal office, subject to any delay in the closing provided for below, unless the ROFR Transferor and SCF otherwise agree. The Company, the ROFR Transferor and SCF shall cooperate in good faith in obtaining all necessary governmental and other third Person approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the next succeeding Business Day following the expiration of any required waiting periods under the HSR Act and the obtaining of all necessary governmental approvals. At the closing, (i) the consideration to be paid in accordance with theirSection 2.3(b) of this Agreement shall be delivered by SCF to the ROFR Transferor, inter-se(ii) the ROFR Transferor shall deliver to the Company Common Stock certificates representing the ROFR Shares so purchased, respective shareholding accompanied by duly executed stock transfer powers, free and clear of all liens, encumbrances and adverse claims with respect thereto except for any encumbrances established herein, and (iii) the Company shall deliver to SCF a Common Stock certificate representing the number of ROFR Shares purchased by SCF. The ROFR Transferor shall not be required to make any representations or warranties in connection with any Transfer of Common Stock to SCF pursuant to this Section 2.3 other than representations and warranties as to (and the JVC or in a manner ROFR Transferor shall execute an agreement for the benefit of SCF providing for representations and warranties as may be mutually agreed between them, provided that to) (A) such purchase ROFR Transferor’s ownership of the PP Purchase ROFR Shares to be Transferred free and clear of all liens, claims and other encumbrances other than those arising under this Agreement, (B) such ROFR Transferor’s power and authority to effect such Transfer, and (C) such matters pertaining to compliance with securities laws as the Company may reasonably require. The ROFR Transferor will promptly perform, whether before or after any such closing, such additional acts (including, without limitation, executing and delivering additional documents) as are reasonably required by SCF to effect more fully the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededtransactions contemplated by this Section 2.3. (iiid) If, in connection with any Transfer under this Section 2.3, any record date for a distribution on Common Stock occurs on or after the date the ROFR Transferor gives the ROFR Notice but prior to the closing of allthe purchase of any shares of Common Stock by SCF pursuant to this Section 2.3, then SCF shall be entitled to receive, unless the ROFR Notice specifically indicated to the contrary, any such distributions or securities, as the case may be, in respect of the Common Stock SCF acquires pursuant to this Section 2.3, and appropriate documentation shall be delivered at the closing by the ROFR Transferor to evidence SCF’s right to receive such distributions or securities. NUWAVE ENERGY TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT (e) If, after completion of the foregoing procedures under this Section 2.3, SCF has not subscribed to purchase all of the ROFR Shares, then the ROFR Transferor may, at any time within sixty (60) days after the ROFR Acceptance Deadline, Transfer all (but not less than all, ) of the PP Purchase ROFR Shares for which SCF did not elect to purchase on terms no more favorable to such transferee than those set forth in the ROFR Notice and offered to SCF. After the expiration of such sixty (60) day period, the ROFR Transferor may not Transfer any of the ROFR Shares described in the ROFR Notice without complying again with the provisions of this Agreement if and to the Remaining Private Participants extent then applicable. (f) If a Non-SCF Holder makes an Involuntary Transfer of Common Stock, such Non-SCF Holder (or his legal representative, executor or transferee, as the case may be) shall take place at promptly notify the same time Company and date at SCF in writing of such Involuntary Transfer. Such notice shall constitute a ROFR Notice and shall give SCF the registered office right, but not obligation, to acquire the Common Stock that were the subject of the JVC Involuntary Transfer at their Fair Market Value by giving notice to the Person who gave such ROFR Notice within thirty (30) days from the date of the PP Offer Notice receipt of such ROFR Notice. If SCF gives such notice, then SCF shall purchase such securities in the manner contemplated by Section 2.3(c). If such Non-SCF Holder (or his legal representative, executor or transferee, as the “Remaining PP Purchase Period”); (ivcase may be) If fails to promptly give the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallrequired notice of such Involuntary Transfer and if SCF nevertheless becomes aware of such Involuntary Transfer, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by SCF shall be entitled to give notice to AAI for the sale applicable transferee of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject its election to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If acquire such securities at any time, AAI and/or AAI Nominees desire to Transfer any or all time after it becomes aware of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityInvoluntary Transfer.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, 8.3.1 Any Shareholder (a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private ParticipantsTransferor”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire who wishes to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale its Interest (the “AAI Purchase SharesOffered Interest”), (b) the price at which the AAI Purchase Shares are being offered for sale to any Person other than a Permitted Transferee (the “AAI Offer PriceTransferee”; and (c) any must deliver to each other Shareholder a notice setting forth the terms and conditions in connection therewith of the proposed Transfer, including, without limitation, the identity of the Transferee (the “AAI Offer NoticeTransfer Notice of Offer”). A copy The Transferor may only Transfer the Offered Interest to the Transferee with the unanimous consent of the AAI Offer Notice Principal Shareholders and subject to the provisions of Section 8.3.2. 8.3.2 Upon the unanimous consent of the Principal Shareholders to the Transferor’s Transfer of the Offered Interest to the Transferee, the Offered Interest shall be sent deemed to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares first offered to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time other Shareholders and date at the registered office of the JVC within thirty (30)days of each other Shareholder may during a 15 Day refusal period commencing on the date of the AAI Offer Notice consent of the Principal Shareholders to the Transfer (the “AAI Purchase Refusal Period”) purchase that percentage of the Offered Interest which is equal to the total number of Shares (excluding the Offered Interest) owned by each such Shareholder (“Applicable Percentage”); . To the extent any Shareholder shall fail to purchase its Applicable Percentage prior to the expiration of the Refusal Period, the Shareholders purchasing their Applicable Percentage (iiithe “Accepting Shareholders”) If may purchase such Shares on a pro rata basis in proportion to the Private Participants do not purchase all total number of Shares owned by each of them (and the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees foregoing procedure shall be at a liberty repeated in respect of any Shares not purchased until all Accepting Shareholders have had an opportunity to sellpurchase any remaining Shares). 8.3.3 The purchase price payable by the Shareholders to the Transferor for the Offered Interest shall be the purchase price offered by such Transferee, within a period which shall be set forth in the Transfer Notice of ninety (90) days Offer. 8.3.4 Subject to Section 8.1, if the Accepting Shareholders have elected to purchase less than all of the expiry Offered Interest after completion of the AAI Purchase Period, all but not less than allprocedures set forth in Section 8.3.2, the AAI Purchase Shares at a price not lower than Transferor may sell all of the AAI Offer Price and Offered Interest (notwithstanding any elections made by Accepting Shareholders) to the Transferee within six months of the completion of such procedures on terms and conditions not no more favourable to the Transferee than those offered set forth in the Transfer Notice of Offer including the purchase price noted in the Transfer Notice of Offer. 8.3.5 The closing of a purchase by a Shareholder under this Section 8.3 shall occur within 10 days after the end of the Refusal Period. At such closing, the Transferor and the relevant Accepting Shareholders (and any or all other Shareholders, as may be required) shall execute an assignment and assumption agreement and any other instruments and documents as may be reasonably required by such Shareholders to effectuate the Transfer of such Shares free and clear of any liens, claims or encumbrances, other than as specifically permitted hereunder. Any Transfer to any Person that does not comply with the provisions of this Section 8.3, other than a Transfer expressly provided for in the other provisions of this Agreement, shall be null and void and of no effect whatsoever. 8.3.6 Notwithstanding the foregoing provisions of this Section 8.3, no Shareholder shall have any right of first refusal pursuant to the Private Participants in the AAI Offer Notice, provisions of this Section 8.3 with respect to any EntityPermitted Transfer.

Rights of First Refusal. 3.7.1 In addition 5.1 Subject to Article 6 hereunder, when this Article 6 is applicable, if, at any time for all the Shareholders, except Pettigrew and/or Pettigrew's Corporation and Fiducie Pettigrex, xx xx at any time aftex xhe earlier of the two (2) xxxxx xxovided for in Section 3.8, for Pettigrew and/or Pettigrew's Corporation and Fiducie Pettigrew any Xxxreholder xx Xxxxx Xate with respect to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it Lxxxx Xxxx Debenture (the “Seller PP”), then, it shall: (i"VENDOR") make an offer for the sale wishes to Dispose of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, all but not less than allall of his or its Shares or the Lions Gate Debenture pursuant to a Good Faith Offer (the "OFFERED SHARES"), he or it first shall offer to the other Shareholders (the "OFFEREE") an opportunity to purchase such Shares or the Lions Gate Debenture on a Pro Rata Basis (excluding the Shares of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Vendor) at the price and on the terms set out in the JVC or in a manner as may be mutually agreed between them, provided that Good Faith Offer; such purchase said notice of the PP Purchase Good Faith Offer must include a copy of the Good Faith Offer and an undertaking that the Vendor will accept the Good Faith Offer and complete the transactions contemplated thereby, if Shareholders do not exercise their rights of first refusal (hereinafter in this Article and in Article 6 hereafter the "NOTICE"). In the event that Article 6 is not applicable by reasons of (A) the Good Faith Offer is not exclusively covering the Shares by and/or Convertible Debenture of Cinepix (and its successors); or (B) if Pettigrew and Pettigrew's Corporation refuse or fail to exercxxx xxxxx rights to purchase under Article 6, the Remaining Private Participants shall Shareholders (other than the Vendor but including Pettigrew and Pettigrew's Corporation) may accept in writing xxx xxxxx of the Vendor within (i) sixty (60) days after the receipt of the Notice if Section 6.1 is not result in applicable because the Foreign Entities Equity Cap Good Faith Offer does not exclusively cover Shares and/or Convertible Debenture of Cinepix (and its successors); or (ii) ninety (90) days after the Scheduled Airlines Equity Cap being exceeded. receipt of the Notice if Pettigrew and Pettigrew's Corporation advise that they do not xxxx, xx if they fail, to exercise their rights pursuant to Article 6 hereunder; or (iii) Transfer of all, but not less than all, one hundred twenty (120) days after the receipt of the PP Purchase Shares Notice if Pettigrew and Pettigrew's Corporation, after having exercised xxxxx xxghts to the Remaining Private Participants shall take place purchase under Article 6 hereunder, fail to purchase at the same time and date at the registered office of the JVC within Closing, as outlined in Section 6.2 hereunder or (iv) thirty (30) days from when the date Notice is with respect to only of the PP Offer Notice (Lions Gate Debenture. Any acceptance must notify the “Remaining PP Purchase Period”); (iv) If Vendor of the Remaining Private Participants additional number of Shares or additional proportion of the Lions Gate Debenture, that any accepting Shareholder is willing to purchase pursuant to the Vendor's offer in the event one or more other Shareholders shall not accept the Vendor's offer. Any Shareholder not responding within the applicable delay shall be deemed to have refused the offer of the Vendor. In the event that one or more of the other Shareholders do not accept to purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of Vendor's Shares or the Remaining PP Purchase Period, make an offer by notice Lions Gate Debenture pursuant to AAI for the sale of the PP Purchase Shares at the PP Good Faith Offer Price and on the same terms and conditions as contained in the PP Notice, the Vendor shall be obliged to sell his or its Shares or the Lions Gate Debenture, as the case may be, to the other Shareholders or to the Third Party who made the Good Faith Offer Notice or who received the Good Faith Offer at the price and on the terms set out in the Good Faith Offer within the next sixty (60) days, provided however that the “Second PP Third Party who made the Good Faith Offer Notice”); (v) Subject agrees to receiving be bound by the Second PP Offer terms of this Amended and Restated Agreement as provided in Section 3.4. In the event that more than one Shareholder accepts the Vendor's offer as contained in the Notice and in accordance with expresses its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right acceptance to purchase alladditional Shares, but not less than all, or an additional proportion of the PP Purchase Shares. Lions Gate Debenture, not bought by other Shareholders, if the accepting Shareholders offer to purchase more than one hundred percent (vi100%) Transfer of all, but not less than all, of the PP Purchase Shares Vendor's Shares, or the Lions Gate Debenture, pursuant to AAI and/or this Article 5, those Shareholders who accept such offer or any of them, having expressed their consent to acquire an additional number of Shares or an additional proportion of the AAI Nominees Lions Gate Debenture, shall take place be entitled to purchase the remainder of the Vendor's Shares or the Vendor's Lions Gate Debenture on a Pro Rata Basis (excluding the Shares of the Vendor, the Shares of any other Shareholder refusing the offer pursuant to this Article 5 and the Shares of any other Shareholder accepting the offer made pursuant to this Article on a Pro Rata Basis but refusing to purchase additional Shares or an additional proportion of the Lions Gate Debenture) at the same time price and date at on the registered office terms set out in the Good Faith Offer. In the event that none of the JVC other Shareholders accepts to purchase all of the Vendor's Shares or Vendor's Lions Gate Debenture pursuant to the Good Faith Offer or if the Vendor's Shares or the Vendor's Lions Gate Debenture are not sold to the Third Party who made the Good Faith Offer within thirty the sixty (3060) days from next following the date completion of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than allabove process, the AAI Purchase Shares at a price not lower than the AAI Offer Price provisions of this Article 5 shall again apply from that time forward and on terms and conditions not more favourable than those offered from time to the Private Participants in the AAI Offer Notice, to any Entitytime.

Rights of First Refusal. 3.7.1 In addition to Notwithstanding the requirements restrictions on transfer set out in Clause 3.6 Sections 2(b) and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly(c) above, any Investor may sell or all of its Equity Shares or voting interests therein owned by it (transfer Voting Stock to any person provided that the “Seller PP”), then, it shall:procedures contained in this Section 2(d) are followed. (i) make an offer for the Prior to making any sale or transfer of the PP Purchase Shares Voting Stock pursuant to Section 2(b)(v) or Section 2(c)(ix) above, the Investor shall give the Rightholder the opportunity to purchase such stock in the following manner: (as defined hereunderA) The Investor shall give a preliminary notice (the "PRELIMINARY NOTICE") to the other Private Participants (Rightholder in writing of the “Remaining Private Participants”) by a Notice mentioning therein:- (a) Investor's preliminary intention to transfer Voting Stock, specifying the total number approximate amount of Equity Shares Voting Stock proposed to be offered for sale sold or (B) The Investor shall give an irrevocable notice (the “PP Purchase Shares”"TRANSFER NOTICE") to the Rightholder (including any representative of the Rightholder as such Rightholder may designate in writing to the Investor after the Rightholder's receipt of the Preliminary Notice) in writing of the Investor's immediate intention to transfer Voting Stock, specifying the amount of Voting Stock proposed to be sold or transferred, the proposed price per share therefor (the "TRANSFER PRICE"), the proposed purchaser(s) and the other material terms upon which such disposition is intended to be made, provided that the Transfer Notice shall not be given by the Investor any sooner than the expiration of thirty (b30) days after the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy Rightholders receipt of the PP Offer Notice shall also be sent to AAI;Preliminary Notice. (iiC) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants The Rightholder shall have the option right, exercisable by an irrevocable written notice given by the Rightholder to the Investor within two (2) U.S. business days after receipt by the Rightholder of the Transfer Notice, to purchase between them all, but not less than all, all of the PP Purchase Shares, proportionately Voting Stock specified in accordance with their, inter-se, respective shareholding such Notice for cash per share equal to the Transfer Price and under the terms set forth in the JVC or in a manner as may be mutually agreed between themTransfer Notice. (D) If the Rightholder exercises its right of first refusal hereunder, provided that such the closing of the purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares Voting Stock with respect to the Remaining Private Participants which such right has been exercised shall take place at the same time and date at the registered office of the JVC within thirty (30) calendar days from after the date Rightholder gives notice of such exercise, which period of time shall be extended, if required, in order to comply with applicable laws and regulations. Upon exercise of its right of first refusal by the PP Offer Notice (Rightholder, the “Remaining PP Purchase Period”);Rightholder and the Investor shall be legally obligated to consummate the purchase contemplated thereby and shall use their best efforts to secure any approvals required in connection therewith. (ivE) If the Remaining Private Participants do Rightholder does not purchase all the PP Purchase Shares from the Seller PP exercise its right of first refusal hereunder within the Remaining PP Purchase Period then time specified for such exercise, the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP Investor shall be at a liberty to sellfree, within a during the period of ninety (90) calendar days following the expiration of such time for exercise, which period of time shall be extended, if required, in order to comply with applicable laws and regulations, to sell or transfer the expiry of Voting Stock specified in such Transfer Notice to the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price proposed purchaser(s) described in such notice and on terms and conditions not more favourable no less favorable to the Rightholder than those offered to AAI the terms specified in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the such notice. The proposed sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but such Voting Stock not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC sold or in a manner as may be mutually agreed between them provided that transferred within such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) day period shall again be subject to the restrictions set forth in this Section 2. (F) If the Investor does not deliver to the Rightholder a Transfer Notice within one hundred eighty (180) days after delivery to the Rightholder of the expiry of the AAI Purchase Period, all but not less than alla Preliminary Notice with respect to any Voting Stock, the AAI Purchase Shares at Rightholder shall once again be entitled to receive a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Preliminary Notice, and the processes set forth above following such notice shall be followed, prior to any Entityproposed transfer of such Voting Stock by the Investor.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed Except as provided in Section 13.4 hereof and subject to be offered for sale (the “PP Purchase Shares”), (bSection 13.1(b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) hereof, whenever a Selling Member intends to voluntarily Transfer any Units at any time owned by it, other terms than pursuant to a public offering, such Selling Member shall deliver to the Company and conditions in connection therewith (the “PP Offer Members holding Class B Units or Class C Units a Sale Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants The Company shall have the exclusive right and option during the 30 day period from and after the Company's receipt of the Sale Notice (the "Option Period") to elect to purchase between them all, all (but not less than all, ) of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Units described in the JVC or in a manner as may Sale Notice that are proposed to be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice Transferred (the “Remaining PP Purchase Period”); (iv"Offered Units") If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price Transfer price and on the same upon such other terms and conditions as contained stated in the PP Offer Notice Sale Notice. In the event the Company elects to exercise its option under this Section 13.2(a), it shall consummate the purchase and pay the Transfer price for such Offered Units on or before the 90th day after the Company's receipt of the Sale Notice. (b) In the event the Company does not elect to repurchase the Offered Units pursuant to Section 13.2(a) hereof within the Option Period, the Company shall furnish written notice thereof to all Members at the end of the Option Period. The Members shall have the exclusive right and option during the 45-day period from and after the expiration of the Option Period (the “Second PP Offer Notice”);"Member Option Period") to elect to purchase up to such Member's Proportionate Percentage of the Offered Units. Each Member that elects to purchase its full Proportionate Percentage of such Offered Units shall also be entitled to elect to purchase additional amounts of such Offered Units up to the amount of such Member's recalculated Proportionate Percentage of the number of Offered Units which the electing Members purchasing less than their full Proportionate Percentages did not purchase. Each Member that elects to purchase Offered Units under this Section 13.2(b) shall consummate the purchase and pay the Transfer price therefor on or before the 15th day following the expiration of the Member Option Period. (vc) Subject If (i) upon the expiration of a Member Option Period arising under Section 13.2(b) hereof neither the Company nor the Members shall have exercised their options to receiving elect to purchase Offered Units pursuant to this Section 13.2, (ii) the Second PP Offer Notice and Members exercising their right to elect to purchase Offered Units do not elect to purchase in accordance with its termsthe aggregate all of the Offered Units, AAI or (along with AAI Nominees)iii) the Company or the Members fail to consummate a purchase within the requisite time period, shallthen, at AAI’s optionsubject to Section 14.1 hereof, the Selling Member shall have the right to purchase all, but not less than all, Transfer such Offered Units during the 120-day period from and after the expiration of the PP Purchase Shares. Member Option Period (vithe "Free Transfer Period") Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not no more favourable favorable to a purchaser of such Offered Units than those offered to AAI set forth in the Second PP Offer Notice to any Entity. 3.7.2 If at any timeSale Notice; provided, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for that the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who Selling Member shall have the option right to purchase between them all, but not less Transfer such Offered Units for a Transfer price equal to or greater than all, 97.5% of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Transfer price set forth in the JVC or in a manner as may be mutually agreed between them provided that such purchase Sale Notice. Any Offered Units not so Transferred before the expiration of the AAI Purchase Shares by the Private Participants Free Transfer Period shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares again become subject to the Private Participants restrictions set forth in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entitythis Agreement.

Rights of First Refusal. 3.7.1 In addition (a) After an initial sale of financing by MCC, which shall take place before December 31, 2009, before any shares of MCC Stock, or any beneficial interest therein, may be sold, by MCC, such shares shall first be offered to the requirements BIOPHAN as set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, forth below. (b) MCC shall deliver a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it notice (the “Seller PPNotice”), then, it shall: ) to BIOPHAN stating (i) make an offer for its intention to sell securities, (ii) the sale number of the PP Purchase Shares (as defined hereunder) securities proposed to the other Private Participants be sold or transferred (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Noticed Shares”), and (biii) the price at for which it is proposed to sell or transfer the PP Purchase Noticed Shares are being offered for sale (and the “PP Offer Price”; terms of payment of that price and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededsale. (iiic) Transfer of all, but not less than all, Within five business days following receipt of the PP Purchase Notice, Biophan must notify MCC in writing of its intention to purchase all or some of the Noticed Shares to (pro rata on the Remaining Private Participants shall take place basis of BIOPHAN’s beneficial ownership interest in MCC at the same time and date at the registered office of the JVC within Notice) on the same price, terms and conditions set forth in the Notice. Biophan shall have thirty (30) days from to deliver the date purchase price for the Noticed Shares and complete the closing of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Noticed Shares. (vid) Transfer In the case of alla transfer of shares of MCC Stock not involving a sale, but not less than all, the fair market value of the PP Purchase Shares to AAI and/or shares shall be determined in good faith by the MCC’s Board of Directors. Fair market value shall be determined after taking into account any potential initial public offering or private sale, with no discount for lack of control, minority interest, marketability, or any other discount. The fair market value of any Stockholder’s shares shall be such Stockholder’s percentage interest in the fair market value of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”);Company as a whole. (viie) If AAI BIOPHAN (along with including any of AAI NomineesPermitted Assignees) does not elect to purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase PeriodNoticed Shares, then MCC may sell the Seller PP shall be Noticed Shares to any purchaser at the price specified in the Notice or at a liberty to sellhigher price, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; sale or transfer is consummated within five (ii5) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days months of the date of the AAI Offer Notice (the “AAI Purchase Period”);to BIOPHAN. (iiif) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be MCC may, at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered any time prior to the Private Participants in sale, withdraw the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition The Corporation shall give written notice (the "Involuntary Transfer Notice") to each Major Shareholder upon the occurrence, or prospective occurrence, of an Involuntary Transfer within 10 business days of the date on which the Corporation is notified of the occurrence or prospective occurrence of such Involuntary Transfer. (a) thereof, the Shareholder who held (or previously held) the Transferred Shares (or his estate in case of such Shareholder's death), the Corporation and the other Major Shareholders within 20 business days of the Involuntary Transfer Notice (the "First Transfer Period"). Each Management Shareholder has the right, and may indicate in such notice his election, to purchase the balance of the Transferred Shares if the other Management Shareholder does not exercise his right to purchase up to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 full amount of his Management Shareholder Percentage of the OMDATransferred Shares. The failure of either or both Management Shareholders to exercise his or their rights to purchase the Transferred Shares within the First Transfer Period shall be regarded as a waiver of their rights to participate in the purchase of the Transferred Shares under this Subsection 2.3.1(a). (b) If the Management Shareholders do not elect to purchase all the Transferred Shares as provided above, if at any time, a Private Participant desires then the Corporation shall be entitled to Transfer, whether directly or indirectly, any purchase some or all of its Equity the Transferred Shares, upon written notice to the involuntary transferee, the shareholder who held (or previously held) the Transferred Shares (or voting interests therein owned by it his estate in the case of such Shareholder's death) and the Major Shareholders within 10 business days after the end of the First Transfer Period of the Offering Shareholder's Notice (the “Seller PP”"Second Transfer Period"), then, it shall: (i) make an offer for the sale . The failure of the PP Purchase Shares (as defined hereunder) Corporation to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with exercise its terms and conditions, the Remaining Private Participants shall have the option right to purchase between them all, but not less than all, the Transferred Shares within such 10 business day notice period shall be regarded as a waiver of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding its right to participate in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Transferred Shares. (vic) been made (the "Excess Transferred Shares"), upon written notice given to the involuntary transferee, the Shareholder who suffered the Involuntary Transfer (or his estate in the case of allsuch Shareholder's death), but not less than all, of the PP Purchase Shares to AAI and/or any of Corporation and the AAI Nominees shall take place at other Major Shareholders within 5 business days after the same time and date at the registered office of the JVC within thirty (30) days from the date end of the Second PP Offer Notice ( Transfer Period (the “Second PP Purchase "Third Transfer Period”"); (vii) If AAI (along with . Each such Major Shareholder may also indicate in such notice, if he so elects, his desire to purchase the balance of such Excess Transferred Shares in excess of his Major Shareholder Percentage. The failure of any of AAI Nominees) does not Major Shareholder to exercise his or its rights to purchase all the PP Purchase Excess Transferred Shares from the Seller PP within the Second PP Purchase PeriodThird Transfer Period shall be regarded as a waiver of his or its right to participate in the purchase of the Excess Transferred Shares under this Subsection 2.3.1(c). If any such Major Shareholder declines to purchase his Major Shareholder Percentage of the Excess Transferred Shares, then the Seller PP unaccepted participations of such Major Shareholder (the "Unpurchased Transferred Shares") shall automatically be accepted by the other Major Shareholders if and to the extent that such other Major Shareholders indicated in their notice a desire to participate in the purchase of Unpurchased Transferred Shares. If more than such one Major Shareholder elects to purchase such Unpurchased Transferred Shares, then all such Unpurchased Transferred Shares shall be at a liberty allocated among such Major Shareholders pro rata according to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entitytheir Major Shareholder Percentages. 3.7.2 If at any time(d) If, AAI and/or AAI Nominees desire after the Third Transfer Period has ended, there are still Excess Transferred Shares available, each Management Shareholder will again be entitled to Transfer any purchase, some or all of Equity these Excess Transferred Shares, up to his Management Shareholder Percentage, upon written notice given to the involuntary transferee, the Shareholder who held (or previously held) the Transferred Shares (or voting interests therein owned by it/ themhis estate in the case of such Shareholder's death), 21 - 19 - the Corporation and the other Major Shareholders within 5 days after the end of the Third Transfer Period (the "Fourth Transfer Period"). Each Management Shareholder may indicate in such notice his election to purchase the balance of such Excess Transferred Shares to the extent any Entity (other than any inter-se transfer amongst themselves are available. The failure of either or both Management Shareholders to exercise his or their Group Entities), they shall: (i) make an offer for rights to purchase the sale of Excess Transferred Shares within the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice Fourth Transfer Period shall be sent regarded as a waiver of his or their rights to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding participate in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Excess Transferred Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”under this Subsection 2.3.1(d); (iii) If the Private Participants . It is understood that co-sale rights do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty apply to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants transactions contemplated in the AAI Offer Notice, to any Entitythis Subsection 2.3.1.

Rights of First Refusal. 3.7.1 In addition (a) Each Securityholder agrees that, subject to the requirements set out restrictions on Transfers contained in Clause 3.6 Sections 4.4, 4.5 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA4.6, if at any timeSecurityholder (for purposes of this Section 4.3, a Private Participant desires "Transferring Securityholder") wishes to Transfer, whether directly or indirectly, --------------------------- Transfer any or all of its Equity the Shares or voting interests therein then owned by it such Transferring Securityholder, other than as provided in Section 4.2 or 4.5 hereof, then such Transferring Securityholder shall first give a written notice (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder"Transfer -------- Notice") to the other Private Participants Company and each Securityholder specifying the number of Shares ------ such Transferring Securityholder wishes to Transfer (the “Remaining Private Participants”"Transfer Shares"), --------------- containing an irrevocable offer (open to acceptance for a period of 30 days after the date such Transfer Notice is received) to sell the Transfer Shares to each Securityholder other than the Transferring Securityholder (collectively the "Transfer Offerees") at the price per share stated in the Transfer Notice, which ----------------- price shall be equal to the price per Share offered to such Securityholder by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale bona fide third-party offeror (the “PP Purchase Shares”"Transfer Price"), and stating whether such -------------- offer is conditioned upon purchase of all the Transfer Shares by the Transfer Offerees. (b) Each Securityholder shall have the price right to purchase all or a portion of the Transfer Shares in proportion to their respective Pro Rata Share. A Transfer Offeree who wishes to purchase Transfer Shares shall provide the Company and the other Transfer Offerees with written notice specifying the number of Transfer Shares (up to such Transfer Offeree's Pro Rata Share) as to which such Transfer Offeree desires to accept the offer within 10 business days of the giving of such notice by the Transfer Offerees, and may, at which the PP Purchase Transfer Offeree's option, indicate the maximum number of Transfer Shares are being offered for sale such Transfer Offeree would purchase in excess of such Transfer Offeree's Pro Rata Share (the “PP Offer Price”; "Excess Amount"). If one or more Transfer Offerees declines to participate in ------------- such purchase or elects to purchase less than such Transfer Offeree's Pro Rata Share, then the Remaining Transfer Shares shall automatically be deemed to be accepted by Transfer Offerees who specified an Excess Amount in their respective notice of acceptance, allocated among such Transfer Offerees (with rounding to avoid fractional shares) in proportion to their respective Pro Rata Share but in no event shall an amount greater than a Transfer Offeree's Excess Amount be allocated to such Transfer Offeree. Any excess Transfer Shares shall be allocated among the remaining Transfer Offerees whose specified Excess Amount has not been satisfied (with rounding to avoid fractional shares) in proportion to their respective Pro Rata Shares, and such procedure shall be employed until the entire Excess Amount of each Transfer Offeree has been satisfied or all Transfer Shares have been allocated. The Company and the Preferred Stock Holders shall have the right but not the obligation to purchase any Transfer Shares remaining thereafter. (c) If the offer is accepted by any other terms and conditions in connection therewith (Transfer Offerees and, if the “PP Offer Notice”). A copy offer is conditioned on the purchase of all Transferee Shares, all Transfer Shares have been accepted for purchase, the Company, on behalf of all purchasing Transfer Offerees, shall provide the Transferring Securityholder with written notice of such acceptance specifying the number of the PP Offer Transfer Shares as to which each Transfer Offeree is accepting the offer (a "Notice shall also be sent to AAI; (iiof Acceptance") Subject to receiving within 30 -------------------- days after the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededTransfer Notice is received. (iiid) Transfer of all, but not less than all, The closing of the PP Purchase purchase by the Transfer Offerees of the Transfer Shares pursuant to the Remaining Private Participants this Section 4.3 shall take place at the same time principal offices of the Company on the fifteenth business day after the Notice of Acceptance is given. At such closing, each of the Transfer Offerees who has elected to purchase Transfer Shares shall deliver a certified check or checks in the appropriate amount to the Transferring Securityholder against delivery of duly endorsed certificates representing the Transfer Shares to be purchased. The Transfer Shares shall be delivered free and date clear of all Encumbrances other than those imposed by this Agreement. (e) If any Transfer Shares allocated to a Transfer Offeree are not purchased by such Transfer Offeree (the "Transfer Default Shares"), such ------------------------ Transfer Default Shares may be purchased by the Company promptly following any such default. Nothing contained herein shall prejudice any Person's right to maintain any cause of action or pursue any other remedies available to it as a result of such default. (f) If, at the registered office end of the JVC within thirty thirtieth (3030th) days from day after the date Transfer Notice is received, the Company has not delivered an effective Notice of Acceptance of the PP Offer offer contained in such Transfer Notice, or if it has delivered a Notice (of Acceptance covering less than all of the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period Transfer Shares, then the Seller PP shall, within three (3) Transferring Securityholder shall have 90 days in which to Transfer any or all of the expiry of Transfer Shares not accepted for purchase by the Remaining PP Purchase PeriodTransfer Offerees, make an offer by notice to AAI for at a price not lower than the sale of the PP Purchase Shares at the PP Offer Transfer Price and on terms no more favorable to the same terms and conditions as transferee than those contained in the PP Offer Notice (Transfer Notice, to any third party; provided, however, that no Transfer may be made to any third party unless and -------- ------- until such third party delivers to the “Second PP Offer Notice”); (v) Subject Company an executed consent to receiving be bound by the Second PP Offer Notice provision of this Agreement in form and in accordance with its termssubstance reasonably satisfactory to the Company. Promptly after any Transfer pursuant to this Section 4.3, AAI (along with AAI Nominees), shallthe Transferring Securityholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such Transfer and of the terms thereof as the Company may request. If, at AAI’s optionthe end of such 90-day period, have the right to purchase all, but Transferring Securityholder has not less than all, completed the Transfer of all of the PP Purchase Transfer Shares. (vi, the Transferring Securityholder shall no longer be permitted to Transfer such Shares pursuant to this Section 4.3(f) without again complying with this Section 4.3 in its entirety. If the Transferring Securityholder determines at any time within such 90-day period that the Transfer of all, but not less than all, all or any part of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase such Transfer Shares at a price not lower than the PP Offer Transfer Price and on terms and conditions not no more favourable favorable to the transferee than those offered to AAI contained in the Second PP Offer Transfer Notice to any Entity. 3.7.2 If at any timeis impractical, AAI and/or AAI Nominees desire such Securityholder may terminate all attempts to Transfer any or all such Transfer Shares and recommence the procedures of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or this Section 4.3 in their Group Entities), they shall: (i) make an offer entirety without waiting for the sale expiration of the AAI Purchase Shares (as defined hereunder) such 90-day period by delivering written notice of such decision to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityCompany.

Rights of First Refusal. 3.7.1 In addition (a) Should one or more Shareholders propose to Transfer (other than an Involuntary Transfer, a Transfer in a Public Offering, a Public Sale after an Initial Public Offering or a Transfer governed by Section 5.4, but including a Transfer by the CSFB Parties pursuant to Section 5.5) (such Shareholder(s), the "Transferring Holder") any of its Shares, pursuant to a Bona Fide Offer from another Person (a "Proposed Disposition"), not less than 20 Business Days prior to such Proposed Disposition the Transferring Holder shall give notice thereof (a "Sale Notice") to the requirements set out in Clause 3.6 Corporation and subject always to the lock-in provisions set out under Clause 2.5 all of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: other Holders. The Sale Notice shall contain (i) make an offer for the sale name and address of the PP Purchase prospective acquiror (the "Proposed Transferee"), (ii) the number and type of Shares that the Transferring Holder intends to Transfer (the "Sale Shares"), (iii) the purchase price, including a description of any non-cash consideration, and the encumbrances, if any, to which such Shares Transferred will be subject, and (iv) an irrevocable offer to sell the Sale Shares to the other Holders upon the same terms and subject to the same conditions as defined hereunderthose contemplated by the Proposed Disposition, and such notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the Proposed Disposition or a written summary thereof if there is no agreement. (b) Each of the other Holders shall have an optional preferential right, exercisable by giving written notice stating that such notice is binding and irrevocable to the Transferring Holder at any time prior to the 15th Business Day after its receipt of the Sale Notice (the "ROFR Acceptance Deadline"), to acquire a portion of the Shares to be Transferred as described in the Sale Notice. Each Holder that delivers a ROFR/Participation Notice (an "Accepting Holder") to the other Private Participants Transferring Holder before the ROFR Acceptance Deadline (the “Remaining Private Participants”"ROFR Acceptance Notice") shall have the right to purchase, for a cash purchase price equal to the purchase price set forth in the Sale Notice (with the value of any non-cash consideration contained therein being the current market value thereof as determined in good faith by the Board using a generally accepted method of valuation (which shall require that no Board member who is nominated by or affiliated with an Accepting Holder take part in such determination) by a Notice mentioning therein:- method deemed acceptable to it, which shall be conclusive), the number of Sale Shares as may be unanimously agreed upon by all of the Accepting Holders or, in the absence of any such agreement (awhich shall be deemed to be absent if a written agreement signed by all of the Accepting Holders is not delivered to the Transferring Holder on or before the fifth Business Day following the expiration of said 15-Business Day period), the lesser of (i) the total number of Equity Sale Shares proposed equal to be offered for sale such Accepting Holder's pro rata ownership of all Diluted Common Stock (the “PP Purchase Shares”such number a "Proportionate Share"), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject the maximum number of Sale Shares that such Accepting Holder is willing to receiving purchase as set forth in its ROFR/Participation Notice. In the PP offer event that any Accepting Holder being offered Sale Shares does not elect to purchase its full pro rata Proportionate Share of the Sale Shares, the Accepting Holders shall, to the extent the Holders have so elected in their ROFR/Participation Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have be given the option to purchase between them allup to their Proportionate Share of any remaining Sale Shares that no Holder has therefore elected to purchase until the Accepting Holders have elected to purchase all of the Sale Shares (it being understood that this provisions shall not extend the time period during which the Holders may exercise their rights hereunder). (c) Notwithstanding anything to the contrary in this Section 5.3, unless the Accepting Holders purchase all of the Sale Shares in accordance with the terms hereof, the Transferring Holder shall not be required to sell any Sale Shares to any Accepting Holders and may instead at its option sell the Sale Shares in accordance with Section 5.3(f). (d) Subject to Section 5.3(f), the closing of the purchase and sale of the Sale Shares to Accepting Holders pursuant to this Section 5.3 shall be at 9:00 a.m. on the 15th Business Day following the ROFR Acceptance Deadline at the Corporation's principal office unless the Transferring Holder and all of the Accepting Holders otherwise agree. At the closing each Accepting Holder's pro rata share of the consideration to be paid in immediately available funds in accordance with Section 5.3(b) shall be delivered by each Accepting Holder to the Transferring Holder, and the Transferring Holder shall deliver to each Accepting Holder such certificates representing the Sale Shares so purchased, accompanied by duly executed stock transfer powers, free and clear of all liens, encumbrances and adverse claims with respect thereto (other than such liens, encumbrances and/or clauses described in the Sale Notice) and such other matters as are deemed reasonably necessary by the Corporation for the proper transfer on the books of the Corporation to the Accepting Holders of such Sale Shares so purchased. If the Closing does not occur within the time specified above (other than as a result of the Transferring Holders' willful failure to comply with its obligations under this Agreement), then the Transferring Holder may instead at its option sell the Sale Shares in accordance with Section 5.3(f). (e) The Corporation, the Transferring Holder and each Accepting Holder shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. (f) Subject to compliance with the provisions of Sections 5.4 and 5.7 of this Agreement, if the Holders fail to elect to purchase all of the Sale Shares, the Transferring Holder may Transfer all (but not less than all, ) of the PP Purchase SharesSale Shares to the Proposed Transferee under the Proposed Disposition on terms that are in all material respects no more favorable to such transferee than those set forth in the ROFR Notice and offered to the Accepting Holders. Notwithstanding the foregoing, proportionately without complying again with the provisions of this Section 5.3, the Transferring Holder may not Transfer any Sale Shares if the sale of such shares to the Proposed Transferee is not consummated within 75 days after the ROFR Acceptance Deadline. (g) For purposes hereof, a "ROFR/Participation Notice" means a notice delivered by a Holder in accordance with their, inter-se, respective shareholding in the JVC or in this Section 5.3 pursuant to which such Holder notifies a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: Transferring Holder (i) make an offer for of its election to exercise its preferential purchase rights, and in such event, the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the maximum number of Equity Sale Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option such Holder is electing to purchase between them all, but (which shall not be less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap Holder's Proportionate Share) and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, in the event the Accepting Holders fail to elect to purchase all of the AAI Purchase Shares Sale Shares, if such Holder is electing to exercise its right to require the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty Transferring Holder to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants include such Holder's Participation Amount in the AAI Offer Notice, Proposed Transfer pursuant to any EntitySection 5.4.

Rights of First Refusal. 3.7.1 In addition (a) Should any Group B Holder or Group C Holder desire to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, effect a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it Transfer (the “Seller PP”), then, it shall: other than (i) make an Involuntary Transfer or (ii) a Transfer in a Qualified Public Offering) of any of its Shares, pursuant to a bona fide offer for from another Person (an "Acquisition Proposal"), the sale transferring Party shall promptly give notice (the "ROFR Notice") thereof to the Corporation and all of the PP Purchase Shares (as defined hereunder) to Potential Offerors. The ROFR Notice shall set forth the other Private Participants (following information in respect of the “Remaining Private Participants”) by proposed Transfer: the name and address of the prospective acquiror, each Person that controls the prospective acquiror and the purchase price including a Notice mentioning therein:- (a) description of any non-cash consideration, provided that any such non-cash consideration may only be in the total number form of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), publicly traded securities of a Qualified Public Company. (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy Each of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants other Potential Offerors shall have an optional preferential right, exercisable by giving written notice to the option Transferring Party at any time prior to purchase between them all, but not less than all, the 20th day after its receipt of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer ROFR Notice (the “Remaining PP Purchase Period”"ROFR Acceptance Deadline"); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days to acquire a portion of the expiry of the Remaining PP Purchase Period, make an offer by notice Shares to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions be Transferred as contained described in the PP Offer Notice ROFR Notice. Each Potential Offeror that notifies the Transferring Party before the ROFR Acceptance Deadline (the “Second PP Offer "ROFR Acceptance Notice”); (v") Subject of its desire to receiving the Second PP Offer Notice and in accordance with exercise its terms, AAI (along with AAI Nominees), shall, at AAI’s option, preferential purchase right is referred to as an "Accepting Party". Each Accepting Party shall have the right to purchase, for a cash purchase allprice equal to the purchase price set forth in the ROFR Notice (with the value of any non-cash consideration contained therein being the current market value thereof as determined in good faith by the Board by a method deemed acceptable to it, which shall be conclusive), the number and class of Shares (but not less no more than all, the number of Shares described in the ROFR Notice) as may be unanimously agreed upon by all of the PP Purchase Shares. Accepting Parties or, in the absence of any such agreement (vi) Transfer of all, but not less than all, which shall be deemed to be absent if a written agreement signed by all of the PP Purchase Shares Accepting Parties is not delivered to AAI and/or any the Transferring Party on or before the 5th Business Day following the expiration of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any intersaid 20-se transfer amongst themselves or their Group Entitiesday period), they shall: the lesser of (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed that is in proportion to be offered for sale each such Accepting Party's ownership of Fully-Diluted Common Stock and (the “AAI Purchase Shares”), (bii) the price at which maximum number of shares of Common Stock or Preferred Stock or other Capital Stock that such Accepting Party is willing to purchase as set forth in its ROFR Acceptance Notice. To the AAI Purchase extent that the Accepting Parties do not accept for purchase all of the Shares are being offered by the Transferring Party, the remaining Shares shall be reallocated and offered to the Accepting Parties in proportion to the Accepting Parties' ownership of Fully-Diluted Common Stock until all of the Shares have been accepted for sale (purchase; provided, however, that no Accepting Parties shall be entitled to purchase any of the “AAI Offer Price”; Shares unless the Accepting Parties, in the aggregate, purchase all of the Shares covered by the ROFR Notice. The allocation and reallocation procedures contemplated in the preceding sentence shall be completed within 10 days after the expiration of the five Business Day period described in this Section 3.3(b). (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy The closing of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, and sale of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to Accepting Parties pursuant to the Private Participants exercise of their rights of first refusal granted in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees this Section 3.3 shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.9:00 a.

Rights of First Refusal. 3.7.1 In addition to (a) If, within the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 two year anniversary of the OMDAClosing, if at the Buyer or any time, of its Affiliates (or a Private Participant Transferee or its Affiliates) desires to Transfersell, whether directly transfer, assign or indirectlyother dispose of the Interests (or transfer a controlling interest in any owner of the Interests), the Company, its business or any of its assets (other than obsolete or unusable assets) or, in each case, any or all of its Equity Shares or voting interests therein owned by it portion thereof (the “Seller PPBusiness Interests”) to any Person (other than to an Affiliate), and the Buyer, the Transferee or any of their Affiliates (the “Selling Party”) receives from or otherwise negotiates and enters into with such Person (the “Third Party Purchaser”) a legally binding, written agreement for the Third Party Purchaser to purchase the Business Interests (or any portion thereof) (a “ROFR Sale”) and the Selling Party intends to pursue the ROFR Sale, then the Selling Party or the Buyer will give written notice of the same (a “ROFR Notice”) to the Seller. The ROFR Notice will set forth a general description of the terms, including the identity of the Third Party Purchaser, the Business Interests (or portion thereof) that are to be sold, assigned or otherwise transferred by the Selling Party (the “Transferred Interests”), then, it shall: (i) make an offer the consideration that the Selling Party would receive for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Transferred Interests (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase SharesROFR Price”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any all other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its material transaction terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, and will be accompanied by a copy of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededwritten agreement and any related agreements. (iiib) Transfer The giving of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer a ROFR Notice will constitute an irrevocable offer (the “Remaining PP Purchase PeriodROFR Offer”); (iv) If by the Remaining Private Participants do not purchase all Selling Party to sell the PP Purchase Shares from Transferred Interest to the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI and/or CCFI for the sale of the PP Purchase Shares cash at the PP Offer ROFR Price and on the same terms and conditions as contained set forth in the PP Offer ROFR Notice (which terms shall include the assignment or termination described in Section 2.3(d)). The Seller and/or CCFI will have a 15 Business Day period (the “Second PP Initial Offer NoticePeriod”); ) in which to accept the ROFR Offer (vand any additional or differing terms as agreed to by the Selling Party and the Seller and/or CCFI) Subject as to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, Transferred Interests by giving a written notice of acceptance of the PP Purchase Shares. ROFR Offer to the Selling Party (vitogether with a copy thereof to the Company) Transfer of all, but not less than all, prior to the expiration of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.Initial

Rights of First Refusal. 3.7.1 In addition (a) The Buyer acknowledges that the sale of certain of the Properties under this Agreement are subject to the requirements rights of first refusal or first offer set out in Clause 3.6 and subject always forth on Schedule 8.9-1 (together with any other right of first refusal or first offer with respect to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares Properties under this Agreement set forth in a Space Lease in effect on the Effective Date, the “Existing Options”). The Sellers shall provide the Buyer a draft of each notice to be provided to a third-party pursuant to an Existing Option within ten (as defined hereunder10) Business Days following the Effective Date, which shall be in form and substance reasonably satisfactory to the other Private Participants Buyer (an “Approved Option Notice”) and which shall, in any event, offer to sell the applicable Property at the applicable Allocated Purchase Price. Promptly following the approval by the Buyer of the Approved Option Notice, the applicable Seller shall deliver the Approved Option Notice required pursuant to the Existing Options and shall provide a copy thereof to the Buyer. Should any party to the Existing Options (an “Optionee”) thereunder exercise its right to purchase the applicable Property (or, in the case of the Waterside Property, the Waterside JV Member exercises its right to acquire the interest of the Waterside ARCP Member in the Waterside Seller following the exercise of the Waterside Sale Right (the “Remaining Private ParticipantsWaterside JV Option”) by a Notice mentioning therein:- (such affected Property, including the Waterside Property if the Waterside JV Option is exercised, being referred to herein as an “Excluded ROFR Asset”), (a) the total number applicable Seller shall notify the Buyer of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”)same, (b) the price at which the PP Purchase Shares are being offered this Agreement will terminate but only with respect to such Excluded ROFR Asset and such Excluded ROFR Asset shall not be deemed a “Property” for sale any purpose under this Agreement (the “PP Offer Price”; other than with respect to any terms and condition that expressly survive termination of this Agreement), (c) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFR Asset, and (d) neither such Seller nor the Buyer shall have any other terms and conditions in connection therewith liability hereunder with regard to the Excluded ROFR Asset, except for the obligations hereunder which expressly survive termination of this Agreement. In the event that any Optionee elects pursuant to an Existing Option to purchase an Excluded ROFR Asset that is an part of a pool of Assumed Loan Properties securing an Assumed Loan, the sale of such Assumed Loan Properties pursuant to this Agreement shall be adjourned (but not beyond the “PP Offer Notice”). A copy Final Closing Date) until the consummation of the PP Offer Notice shall also be sent transfer of such Excluded ROFR Asset to AAI; the Optionee (ii) Subject or the Optionee’s failure to receiving the PP offer Notice, and acquire such Excluded ROFR Asset in accordance with its terms Existing Option) and conditions, Sellers shall (i) cause the Remaining Private Participants shall have Excluded ROFR Asset to be released from the option to purchase between them all, but not less than all, Assumed Loan at the Closing of the PP Purchase Sharestransfer to such Excluded ROFR Asset to Optionee and (ii) pay all costs in connection therewith, proportionately in accordance with their, inter-se, respective shareholding in including all amounts payable to the JVC or in a manner as may be mutually agreed between them, provided that holder of such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededAssumed Loan. (iiib) Transfer of allNotwithstanding paragraph (a) above, but not less than all, of the PP Purchase Shares Existing Options with respect to the Remaining Private Participants shall take place at the same time Properties identified on Schedule A as (x) Indian Lakes Crossing, (y) Peninsula Crossing and date at the registered office of the JVC within thirty (30z) days from the date of the PP Offer Notice Valley Bend (the “Remaining PP Purchase PeriodPartial Option Properties”) affect only a portion of each of such Properties (such portion, the “Option Pads”); (iv) If . Therefore with respect to the Remaining Private Participants do not purchase all Existing Options affecting the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice Partial Option Properties (the “Second PP Offer NoticePartial Options”); , the Approved Option Notice shall offer to sell only the Option Pads and the price offered to the Optionees for the Option Pads shall be as set forth on Schedule 8.9-2 (v) Subject to receiving the Second PP Offer Notice and in accordance with “Option Pad Prices”). Should any Optionee holding a Partial Options exercise its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase allthe applicable Option Pad, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number applicable Seller shall notify the Buyer of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”)same, (b) this Agreement will terminate but only with respect to such Option Pad and the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy balance of the AAI Offer Notice such Partial Option Property shall be sent conveyed to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants Buyer in accordance with the AAI Offer Notice terms of this Agreement at Closing, (c) the Allocated Purchase Price for such affected Partial Option Property shall take place be reduced by the applicable Option Pad Price. The applicable Seller shall (i) be responsible for causing any Option Pad to be released from any Assumed Loan encumbering a Partial Option Property at the same time Closing of the transfer of such Option Pad to the relevant Optionee and date (ii) pay all costs in connection therewith, including all amounts payable to the holder of such Assumed Loan. To the extent the release of an Option Pad cannot be effectuated by the applicable Seller by the Final Closing Date, the Closing on the applicable Partial Option Property and each other Property that is also subject to such Assumed Loan shall be adjourned (but not beyond sixty (60) days past the Outside Closing Date) until the applicable Seller has caused such release; provided, however, for avoidance of doubt nothing in this Section 8.9(b) shall be deemed to delay Final Closing with respect to all other Properties that were not acquired at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do Initial Closing and are not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityExcluded Assets.

Rights of First Refusal. 3.7.1 In addition (a) For a period of three (3) years following the Effective Date, if an Investor (other than the Initial Investor) proposes to sell, transfer or otherwise convey any of the Securities or the shares of Common Stock underlying the Warrants (the "Proposed Transfer"), such Investor (the "Transferring Investor") shall promptly deliver to the requirements set out Initial Investor and the Company written notice of the Proposed Transfer (the "Transfer Notice"), setting forth in Clause 3.6 reasonable detail: (i) the price and subject always material terms of the Proposed Transfer; (ii) the amount of the Securities (or shares of Common Stock underlying the Warrants) proposed to be transferred; and (iii) such other information as the Initial Investor and the Company may reasonably request in order to evaluate the terms of the Proposed Transfer. The Initial Investor shall thereupon have the right, for a period of thirty (30) calendar days following delivery of the Transfer Notice (the "First Refusal Period"), to purchase all or any portion of the Securities (and the shares of Common Stock underlying the Warrants) designated in the Transfer Notice at the last transaction price per share of the Company's securities as quoted by the Nasdaq National Market System (or such other exchange or quotation bureau on which the securities are then traded or quoted) on the last business day immediately preceding the date on which the Initial Investor notifies the Transfer Investor of its intention to purchase such Securities (the "Acceptance Notice"). The Initial Investor must deliver the Acceptance Notice to the lock-in provisions set out under Clause 2.5 Transferring Investor on or prior to expiration of the OMDAFirst Refusal Period. Failure by the Initial Investor to deliver the Acceptance Notice shall constitute an election by the Initial Investor not to purchase any of the Securities (or the shares of Common Stock underlying the Warrants) designated in the Transfer Notice. (b) In the event that the Initial Investor declines to purchase the Securities (or the shares of Common Stock underlying the Warrants) designated in the Transfer Notice (or otherwise fails to deliver the Acceptance Notice prior to the expiration of the First Refusal Period), if at any timethe Company shall thereupon have the right, for a Private Participant desires period of thirty (30) calendar days thereafter, to Transfer, whether directly or indirectly, purchase any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on securities upon the same terms and conditions as contained set forth in Subsection 4.1(a) above. If the Company declines to purchase the Securities (or the shares of Common Stock underlying the Warrants) designated in the PP Offer Notice (Transfer Notice, the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its termsTransferring Investor may then, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within for a period of ninety (90) calendar days thereafter, sell, transfer or otherwise convey any of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI such securities as set forth in the Second PP Offer Notice Transfer Notice, subject to any Entity. 3.7.2 If at any timeapplicable laws, AAI and/or AAI Nominees desire rules and regulations. An election by the Initial Investor or the Company not to Transfer any purchase the Securities (or all the shares of Equity Shares or voting interests therein owned by it/ them, Common Stock underlying the Warrants) as described herein shall not affect the rights of first refusal provided herein with respect to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants subsequent Proposed Transfers by a notice mentioning therein:- (a) Transferring Investor. Any transfer of Securities by a Transferring Investor without first giving the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Transfer Notice shall be sent deemed to each Private Participant, who shall have the option to purchase between them all, but not less than all, be null and void and of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC no legal force or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityeffect whatsoever.

Rights of First Refusal. 3.7.1 In addition (a) For Floors 9 and 10, RiverCenter I Office Building: --------------------------------------------------- Provided that Tenant is not in default under this Lease Agreement and in the event that Landlord at anytime, and from time to time, during the requirements set out term of this Lease Agreement receives an offer(s) to rent all or portions of Floors 9 and/or 10 in Clause 3.6 and the RiverCenter Tower I office building, Landlord hereby grants to Tenant a one-time right of first refusal to lease such space or portions thereof. This right will be explicitly subject always to the lockpre-in provisions set out under Clause 2.5 of the OMDAexisting rights, if at any, of any timeother tenant in the complex, as they may apply to those spaces. Landlord shall notify Tenant when it receives a Private Participant desires bona fide offer(s), acceptable to TransferLandlord, whether directly or indirectly, to lease any part of or all of such expansion space. Tenant shall have ten (10) business days from receipt or delivery of written notice from Landlord to exercise its Equity Shares or voting interests therein owned right of first refusal by it (the “Seller PP”), then, it shall: (ientering into a written addendum(s) make an offer to this Lease Agreement for the sale expansion space. The first year annual rental rate per square foot for such additional space shall be calculated as the average rent per square foot (annualized) for all leases within building I of the PP Purchase Shares (Towers of RiverCenter as defined hereunder) they exist in the month that Tenant notifies Landlord of its intent to exercise this right. The annual rental rate per square foot shall escalate 3% per annum. If such right of first refusal is exercised during the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy first five years of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditionsLease term, the Remaining Private Participants expansion space shall have a term coterminous with the option to purchase between them allthen remaining term of the primary lease term. If such right of first refusal is exercised during the second five years of the primary lease term or any extensions thereof, the expansion space term shall have a term coterminous with the primary lease term, but not in no event less than all, 5 years. In the event that at the time of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that exercise of such purchase right(s) of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not first refusal Tenant has less than all5 years remaining on the base lease term, then in order to exercise this right Tenant shall extend the lease term for the entire leased premises for a minimum of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty five (305) days years from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days occupancy of the expiry of latest occupied expansion space. No financial incentives previously granted to Gibsxx xx the Remaining PP Purchase Period, make an offer by notice Lease Agreement shall apply to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase allof first refusal space, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP except that Tenant shall be at entitled to a liberty to sell, within a period of ninety (90) days of $5.00 per occupiable square foot allowance towards retrofitting the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entityspace. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 Upon receipt of a Transfer Notice and subject always to the lock-in provisions set out under Clause 2.5 all of the OMDAprovisions of this Section 6.2, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shallOther Shareholders shall have the following rights and options: (ia) make Each of the Other Shareholders shall have the right to purchase up to its Pro Rata Share of the Offeror's Securities at the price and on the terms and conditions contained in the Transfer Notice. (b) Within the Acceptance Period, each of the Other Shareholders may give to the Transferring Shareholder a notice in writing (an "Acceptance Notice") accepting the offer contained in the Transfer Notice and specifying the maximum number of the Offeror's Securities it wishes to acquire (which number may be greater than or less than its Pro Rata Share). Each of the Other Shareholders shall have the 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 the 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 Other Shareholders, or any of them, give Acceptance Notices within the Acceptance Period confirming their agreement to purchase all of the Offeror's Securities, the sale of the PP Purchase Shares (as defined hereunder) Offeror's Securities to such Other Shareholders shall be completed within 15 Business Days of the other Private Participants (expiry of the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and Acceptance Period. (c) any other terms and conditions in connection therewith (If the “PP Offer Notice”). A copy Other Shareholders do not give notice of acceptance prior to the expiry of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not Acceptance Period which would result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer purchase of all, but not less than all, of the PP Purchase Shares Offeror's Securities, the Transferring Shareholder will, notwithstanding any notices of acceptance of the Offeror's Securities, subject to the Remaining Private Participants shall take place at the same time and date at the registered office provisions of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s optionSection 6.3, have the right to purchase all, but 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 all, of that provided for in the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not materially more favourable than those offered to AAI set out in the Second PP Offer Notice to any Entity. 3.7.2 If at any timeTransfer Notice, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase 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 AAI Purchase Shares by Offeror's Securities without again complying with all of the Private Participants provisions of Section 6.1 and Section 6.2. (d) Any Transfer entered into in connection with this Section 6.2 shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded;provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iie) 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 of all, but not less than all, of the AAI Purchase any Shares pursuant to the Private Participants provisions of Section 6.3, 6.4 or Article 7 and which are exercised in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”);terms thereof. (iiig) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty Each Other Shareholder may assign its right to sellexercise its right of first refusal under this 6.2, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Noticewhole or in part, to any Entityof its Affiliates, or, in the case of EdgeStone or any member of the Matthews Group, to any member or members of the EdgeStone Group or the Matthews Group, as the case may be, provided such member or members (and Controlling Persons) have first entered into an Assumption Agreement.

Rights of First Refusal. 3.7.1 In addition (a) Each Shareholder agrees that, subject to the requirements set out restrictions on Transfers contained in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDASection 3.4 hereof, if at any timeShareholder (for purposes of this Section 3.3, a Private Participant desires "Transferring Shareholder") wishes to Transfer, whether directly or indirectly, Transfer any or all of its Equity the Ordinary Shares or voting interests therein then owned by it such Transferring Shareholder, other than as provided in Section 3.2, then such Transferring Shareholder shall first give a written notice (the “Seller PP”"Transfer Notice") to each other Shareholder (the "Shareholder Offerees") specifying the number of Ordinary Shares such Transferring Shareholder wishes to Transfer (the "Transfer Shares"), thenand containing an irrevocable offer (open to acceptance for a period of twenty (20) Business Days after the date such Transfer Notice is received) to sell the Transfer Shares to the Shareholder Offerees at the price per share stated in the Transfer Notice (the "Transfer Price"), it shall:which price shall be equal to the price offered to such Transferring Shareholder by a bona fide third party offeror or in a letter of intent and which notice shall identify the offeror. No Transfer to which this Section 3.3 is applicable shall be permitted unless the third party offer is for cash. (ib) make an offer for A Shareholder Offeree who wishes to purchase any Transfer Shares shall deliver to the sale Transferring Shareholder with a written notice (a "Notice of Acceptance") specifying the number of Transfer Shares (up to such Shareholder Offeree's Pro Rata Share) which such Shareholder Offeree desires to accept within twenty (20) Business Days of the PP Purchase delivery of the Transfer Notice by the Transferring Shareholder and may, at the Shareholder Offeree's option, indicate the maximum number of Remaining Transfer Shares (as defined hereunderbelow) such Shareholder Offeree irrevocably commits to the other Private Participants purchase in excess of such Shareholder Offeree's Pro Rata Share (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) "Excess Amount"). If one or more Shareholder Offerees declines to participate in such purchase or elects to purchase less than such Shareholder Offeree's Pro Rata Share, then the total number of Equity Transfer Shares proposed such Shareholder Offerees have elected not to purchase (the "Remaining Transfer Shares") shall automatically be deemed to be offered for sale accepted by Shareholder Offerees who specified an Excess Amount in their Notice of Acceptance, allocated among such Shareholder Offerees (with rounding to avoid fractional shares) in proportion to their respective Pro Rata Shares but in no event shall an amount greater than a Shareholder Offeree's Excess Amount be allocated to such Shareholder Offeree. Any excess Remaining Transfer Shares shall be allocated among the “PP Purchase remaining Shareholder Offerees whose specified Excess Amount has not been satisfied (with rounding to avoid fractional shares) in proportion to their respective Pro Rata Shares”), (b) and such procedure shall be employed until the price at which the PP Purchase entire Excess Amount of each Shareholder Offeree has been satisfied or all Remaining Transfer Shares are being offered for sale (the “PP Offer Price”; and have been allocated. (c) any other terms and conditions in connection therewith (If, at the “PP Offer Notice”). A copy end of the PP Offer twentieth (20th) Business Day after the Transfer Notice shall also be sent to AAI; (ii) Subject to receiving is received, an effective Notice of Acceptance of the PP offer Noticecontained in such Transfer Notice has not been delivered, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not or if a Notice of Acceptance has been delivered covering less than all, all of the PP Purchase Transfer Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP Transferring Shareholder shall be at a liberty have twenty (20) Business Days in which to sell, within a period of ninety (90) days Transfer all of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Transfer Shares at a price not lower than the PP Offer Transfer Price and on terms and conditions not no more favourable favorable to the transferee than those offered to AAI contained in the Second PP Offer Notice to any Entity. 3.7.2 If at any timeTransfer Notice, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase Transfer shall be made to the third party offeror (or its wholly-owned subsidiary) referred to in Section 3.3(a) hereof; provided, however, that no Transfer may be made unless and until the transferee delivers to the Company an executed Joinder Agreement. Promptly after any Transfer pursuant to this Section 3.3, the Transferring Shareholder shall notify the Company of the AAI Purchase Shares by consummation thereof and shall furnish such evidence of the Private Participants shall completion and time of completion of such Transfer and of the terms thereof as the Company may request. If, at the end of such twenty-Business Day period, the Transferring Shareholder has not result in completed the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, all of the AAI Purchase Shares Transfer Shares, the Transferring Shareholder shall no longer be permitted to the Private Participants Transfer such Securities pursuant to this Section 3.3(c) without again complying with this Section 3.3 in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) its entirety. If the Private Participants do not purchase Transferring Shareholder determines at any time within such twenty-Business Day period that the Transfer of all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period or any part of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase such Transfer Shares at a price not lower than the AAI Offer Transfer Price and on terms and conditions not no more favourable favorable to the transferee than those offered contained in the Transfer Notice is impractical, such Transferring Shareholder may terminate all attempts to Transfer such Transfer Shares and recommence the procedures of this Section 3.3 in their entirety without waiting for the expiration of such twenty-Business Day period by delivering written notice of such decision to the Private Participants in the AAI Offer Notice, to any EntityCompany.

Rights of First Refusal. 3.7.1 (a) In addition to the requirements set out rights granted pursuant to (i) in Clause 3.6 the event that any of the Shareholders executing this Agreement shall receive an offer to purchase any of the Shares held by such Shareholder, such Shareholder shall give CIC written notice thereof, accompanied (1) by a copy of the agreement pursuant to which it is proposed that such Shares be sold (which shall specifically identify the proposed purchaser, and subject always the proposed purchase price and payment terms), (2) a representation and warranty by such Shareholder that the offer is bona fide in all respects and, (3) a stipulation by such Shareholder that the involvement of the prospective purchaser in the business to be conducted by PTK will enhance such business; (ii) CIC shall have forty-five (45) days after receipt of such written notice to notify the selling Shareholder of its intention to purchase, and to complete the purchase of the Shares proposed to be sold upon all of the terms upon which such Shares were proposed to be sold. The cash portion of the purchase price shall be paid by certified or bank check. (iii) In the event that CIC fails duly and timely to exercise its right of first refusal as aforesaid, the selling Shareholder shall have the right to sell the Shares proposed to be sold to the lockintended purchaser, so long as such sale is completed upon the terms set forth in the written notice to CIC referred to above within forty-in provisions set out under Clause 2.5 five (45) days of CIC's notifying the OMDAselling Shareholder that it elects not to exercise its right of first refusal. (b) Similarly, if the other Shareholders executing this Agreement shall have the right to purchase from CIC any Shares which CIC desires to sell at any time, a Private Participant desires upon the same terms as CIC proposes to Transfersell, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (and subject to the “Seller PP”), then, it shallfollowing terms and conditions: (i) make In the event that CIC shall receive an offer for the sale to purchase any of the PP Purchase Shares held by CIC, CIC shall give written notice thereof to RCI (as defined hereunderor, if it is no longer a Shareholder, RDCI) (it being the responsibility of such party (hereinafter, the "Notice Party") to thereafter notify all of the other Private Participants Shareholders entitled to purchase CIC's Shares), accompanied (the “Remaining Private Participants”1) by a Notice mentioning therein:- copy of the agreement pursuant to which it is proposed that such Shares be sold (awhich shall specifically identify the proposed purchaser, and the proposed purchase price and payment terms), (2) a representation and warranty by CIC that the total number offer is bona fide in all respects and (3) a stipulation by CIC that the involvement of Equity the prospective purchaser in the business to be conducted by PTK will enhance such businesses. (ii) The Shareholders entitled to purchase CIC's Shares shall have forty-five (45) days after receipt of such written notice to notify CIC of their intention to purchase, and to complete the purchase of the Shares proposed to be offered for sale (sold upon all of the “PP Purchase Shares”), (b) terms upon which such Shares were proposed to be sold. It shall be the price at which responsibility of the PP Purchase Shareholders entitled to purchase CIC's Shares to decide amongst themselves as to how such Shares are being offered for sale (to be allocated amongst them. CIC shall not be obligated to honor notifications received from any Shareholder other than the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”)Notice Party. A copy The cash portion of the PP Offer Notice purchase price shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC paid by certified or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededbank check. (iii) Transfer In the event that the other Shareholders fail duly and timely to exercise their right of allfirst refusal as aforesaid, but not less than all, of CIC shall have the PP Purchase right to sell the Shares proposed to be sold to the Remaining Private Participants shall take place at intended purchaser, so long as such sale is completed upon the same time and date at terms set forth in the registered office of the JVC written notice referred to above within thirty forty-five (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (345) days of the expiry Notice Party notifying CIC that the other Shareholders elect not to exercise their right of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Sharesfirst refusal. (vic) Transfer As set forth in Section 4(a), the transfer of all, but not less than all, any Shares acquired by any party pursuant to the proper exercise of the PP Purchase Shares to AAI and/or any foregoing right of first refusal, or the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice transfer to any Entity. 3.7.2 If at proposed third party purchaser of any time, AAI and/or AAI Nominees desire Shares following any party's failure to Transfer any or all exercise such right of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.first

Rights of First Refusal. 3.7.1 In addition The Company hereby grants to NBF the requirements set out in Clause 3.6 right of first refusal to be appointed and subject always to act as lead agent with respect to any and all financings undertaken by the lock-in provisions set out under Clause 2.5 Company within the 12 month period beginning on the date hereof and ending at 5:00 p.m. (Vancouver time) on June 2, 2003 effected by way of the OMDAissuance of equity securities or public debt (a "Financing") publicly announced or otherwise determined by the Company to be proceeded with, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (which right shall be on the “Seller PP”), then, it shallfollowing terms and conditions: (i) make an offer for if at any time the sale Company intends to publicly announce or otherwise determines to proceed with a Financing (or enter into a transaction as a result of which the Company anticipates that it will publicly announce or otherwise determine to proceed with a Financing), it shall prior to such announcement or determination to proceed, give written notice to NBF (the "Notice") of such intention, which Notice shall contain the material terms of such Financing, including: (A) the size (or range) of such proposed Financing: (B) the price (or range) at which the Company proposes that such Financing be conducted (or the basis upon which the Financing will be priced, if the price or range of such Financing is not then known); (C) the commission or other consideration (or range thereof) to be paid in connection with such Financing; (D) whether the Financing is to be best efforts, underwritten or on a "bought deal" basis; and (E) the terms and conditions of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares securities proposed to be offered for sale (pursuant to the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAIFinancing; (ii) Subject to receiving within five Business Days of receipt of the PP offer Notice, and NBF shall elect in accordance with its writing to: (A) commit to undertake the Financing on the terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding conditions set out in the JVC or in a manner as may be mutually agreed between themNotice, provided that any one or more of such purchase terms or conditions may be amended by mutual agreement between NBF and the Company, failing which NBF shall be deemed to have elected to waive its rights, as contemplated in the following paragraph; or (B) waive any rights which NBF has hereunder in respect of the PP Purchase Shares Financing only, whereupon the Company shall be relieved of all of its obligations hereunder in respect of such Financing only, provided that the Financing is publicly announced or an engagement letter with respect to such Financing is executed by the Remaining Private Participants shall not result in Company within 20 days after the Foreign Entities Equity Cap and/or date of the Scheduled Airlines Equity Cap being exceeded.Notice; and (iii) Transfer of allfor greater certainty, but not less than all, the obligations of the PP Purchase Shares Company to NBF in respect of the Financing shall be revived, notwithstanding a waiver or deemed waiver by NBF, in the event that the Company proposes to amend the terms of the Financing or the terms of compensation to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30agent(s) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (ivor underwriter(s) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained Financing, in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or either case in a manner as may which could reasonably be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares expected to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty cause NBF to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityreconsider its waiver or deemed waiver.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements terms and conditions set out forth in Clause 3.6 this Section 13.01 and subject always provided that no Event of Default under Sections 10.01(a)(i), (iii), (iv), (v), or (vi) with respect to the lock-in provisions set out under Clause 2.5 Leased Property has occurred and is continuing at the time of such exercise or at the OMDAexpiration of this Lease Agreement, if at any time, Tenant shall have a Private Participant desires to Transfer, whether directly or indirectly, any or all right of its Equity Shares or voting interests therein owned by it first refusal (the “Seller PPPurchase Refusal Right”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to purchase the other Private Participants Leased Property (the “Remaining Private Participants”) including any Leased Property owned by a Notice mentioning therein:- (a) the total number an Affiliate of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”Landlord). So long as no Event of Default under Sections 10.01(a)(i), (biii), (iv), (v), or (vi) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares respect to the Remaining Private Participants shall take place subject Leased Property has occurred and is continuing at the same time and date of such exercise or at the registered office expiration of this Lease Agreement), if, during the JVC within Term or any Renewal Term and for a period of thirty (30) days from following termination of this Lease Agreement (other than as a result of the exercise by Landlord of its remedies under this Lease Agreement), Landlord or any Affiliate of Landlord receives a bona fide third party offer to transfer the Leased Property (the “Offer”), including, without limitation, a transfer consisting of a proposed Landlord Change of Control, then, prior to accepting such Offer, Landlord shall send written notice and a copy thereof to Tenant and to any other party so designated by Tenant (“Landlord’s Notice”), which Notice shall contain the identity of the third party purchaser or survivor, as the case may be, the price and other material terms of the proposed transaction. In the case of a proposed transfer of the Leased Property as a part of a larger transaction involving the transfer of other properties of Landlord (“Multiple Property Transfer”), Landlord shall include with the Landlord’s Notice an indication of that portion of the aggregate purchase price to be paid in such Multiple Property Transfer that Landlord reasonably allocates to the Leased Property (the “Allocated Price”), which Allocated Price shall be supported by written analysis and documentation included with such Landlord’s Notice demonstrating a reasonable basis for such allocation. Tenant shall have thirty (30) days after receipt of Landlord’s Notice to exercise Tenant’s Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right with respect to that particular Offer and thereafter, Landlord or its Affiliates may transfer such Leased Property; provided, however, that the transfer of the Leased Property is at a price equal to or greater than the price contained in the Landlord’s Notice, and otherwise consistent in all material respects with the terms and conditions set forth in Landlord’s Notice (including the third party purchaser). Tenant’s Purchase Refusal Right shall revive in the event that Landlord fails to transfer the Leased Property pursuant to the Offer within one year following the date of Landlord’s Notice; it being understood that the PP Offer Notice Refusal Right shall at all times remain in existence with respect to any other offer for which the Refusal Right has not been deemed extinguished hereunder. In the event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, (the “Remaining PP Purchase Period”); (iva) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and Tenant shall acquire such Leased Property on the same terms and conditions and subject to all time periods and other limitations as contained provided in the PP Offer Landlord’s Notice ,provided, however, (the “Second PP Offer Notice”); (vX) Subject to receiving the Second PP Offer Notice and Tenant shall in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, all events have the right to purchase all, but not less than all, one hundred twenty (120) days to close its acquisition of the PP Leased Property following its written notice exercising its Purchase Shares. Refusal Right), (viY) Transfer in the case of alla Multiple Property Transfer, but not less than allthe purchase price to be paid by Tenant for the Leased Property shall be the Allocated Price, and (Z) in the case of a Landlord Change of Control, the purchase price to be paid by Tenant for the Leased Property shall be the fair market value of the PP Purchase Shares to AAI and/or any of Leased Property, as determined by the AAI Nominees appraisal procedures set forth in Section 16.21 hereof, and Tenant shall take place at the same time and date at the registered office of the JVC within have thirty (30) days from following the date determination of a final appraised value pursuant to such Section 16.21 to close its acquisition of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase PeriodLeased Property, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) concurrently with such acquisition, this Lease Agreement shall terminate (but Tenant shall remain liable to pay any accrued Rent due and payable on the price at which closing date with respect to such Leased Property and all indemnifications and other provisions that survive the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions expiration of this Lease Agreement shall continue in connection therewith (the “AAI Offer Notice”effect). A copy of Notwithstanding the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than allforegoing provisions, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.Refusal Right shall

Rights of First Refusal. 3.7.1 In addition no event may a Party sell any shares of ----------------------- the Common Stock owned by such Party prior to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 third anniversary of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all date of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to this Agreement unless the other Private Participants (Party shall consent thereto in writing. In the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed event that either Party shall desire to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them sell all, but not less than all, of the PP Purchase Common Stock of the Company now owned or hereafter acquired by such party (the "Offered Shares") on or after the third anniversary of the date of this Agreement, proportionately such Party (the "Offering Shareholder") must first obtain an Offer (as defined in accordance Section 4.5A below) to purchase the Offered Shares and deliver written notice of the Offer to the other party (the "Non-Offering Shareholder"). The written notice of the Offer must comply with theirthe requirements of Section 4.2F hereof. Thereafter, interthe following rights shall accrue: A. The Non-se, respective shareholding Offering Shareholder shall have the right to purchase the Offered Shares and if a Non-Offering Shareholder elects to exercise such right then the Offering Shareholder shall sell such shares to the Non-Offering Shareholder for a purchase price equal to the purchase price for such shares set forth in the JVC Offer. The Non-Offering Shareholder shall give written notice to the Offering Shareholder of his election to exercise his right under this Section 4.2A, if at all, within ninety (90) days after the date the Non-Offering Shareholder receives written notice from the Offering Shareholder of the Offer (the "Exercise Period"). B. Each Party hereby agrees that it will not sell the Offered Shares until the expiration of the Exercise Period (or the Non-Offering Shareholder has waived in a manner writing his right of first refusal provided for in this Section 4) and, in the event the Non-Offering Shareholder exercises its co-sale rights under Section 4.4 hereof, each Party agrees that it will not sell the Offered Shares unless the Offeree agrees to purchase the Non-Offering Shareholder's shares as provided in Section 4.4. C. The purchase price of the Offered Shares shall be payable by the Non-Offering Shareholder in the exercise of his rights set forth in Section 4.2 (i) at the option of the Non-Offering Shareholder either (a) upon substantially equivalent terms to the terms set forth in the Offer, or (b) in cash (by certified or cashier's check), or (ii) upon such other terms as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in Offering Shareholder and the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.Non-

Rights of First Refusal. 3.7.1 In addition (a) Subject to Section 6.1(c), for so long as a TMG Entity controls the requirements set out General Partner the Partnership hereby grants to TMG a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third party lender or a Transfer to another Partnership Group Member) of assets held by a Partnership Group Member that are in Clause 3.6 and subject always the same line of business in which any TMG Entity is then currently engaged; provided, that TMG agrees to the lock-in provisions set out under Clause 2.5 pay or to cause such other TMG Entity to pay no less than 105% of the OMDApurchase price offered by a bona fide third party prospective acquiror (a "Proposed Transferee"). In addition, if at any time, a Private Participant desires subject to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”Section 6.1(c), then, it shall: the Partnership hereby grants to TMG a right of first refusal with respect to any petroleum product tankage capacity that (i) make an offer for is put into commercial service after the sale Closing Date, (ii) was subject to the Terminaling and Transportation Services Agreement prior to the termination or expiration thereof or (iii) is subject to a contract which terminates or becomes terminable by a Partnership Group Member after the Closing Date (excluding any contract which is renewable solely at the option of the PP Purchase Shares (as defined hereunder) customer); provided, that TMG agrees to pay or to cause another TMG Entity to pay no less than 105% of the other Private Participants (fees offered by the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), Proposed Transferee. (b) Subject to Section 6.1(c), for so long as a TMG Entity controls the General Partner TMG, on behalf of itself and the other TMG Entities, hereby grants to the Partnership a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third party lender, a Transfer to another TMG Entity or a Transfer consummated pursuant to a Swap Transaction) of (i) any Tangible Asset prior to the delivery of a Term Sheet related to such Tangible Asset to the General Partner and (ii) any Option Asset prior to the exercise period of the applicable Option with respect thereto; provided, in each case, that the Partnership agrees to pay or to cause another Partnership Group Member to pay no less than 105% of the purchase price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and by a Proposed Transferee. (c) The Parties acknowledge that any other potential Transfer of assets pursuant to this Article VI (such assets, the "ROFR Assets") shall be subject to, conditioned on and in compliance with the terms and conditions in connection therewith (the “PP Offer Notice”). A copy Indenture and obtaining any and all necessary consents of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeequityholders, and in accordance with its terms and conditionsnoteholders or other securityholders, the Remaining Private Participants shall have the option to purchase between them allgovernmental authorities, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC lenders or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededother third parties. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 (a) Except with the written consent of a Majority In addition Interest, a Shareholder may Transfer all or a portion of his or her Shares only if he/she/it, prior to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 making such Transfer, first offers (an “Offer”) such portion of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PPOffered Interest”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) first to the other Private Participants Shareholders (for purposes of this Section 5, the “Remaining Private ParticipantsShareholders”) by a Notice mentioning therein:- ). The Offer shall be made for (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase proposed Transfer is to occur; or (b) if no proposed Transfer is then contemplated, at the ROFR Price ((a) or (b), as applicable, the “Proposed Price”). The Offer shall be made by notice in accordance with Section 17 hereof, which shall state that the Offer is being made pursuant to this Section and which shall set forth the amount of the Shares are being offered for sale attributable to the Offered Interest, the name or names of the proposed purchaser or purchasers of the Offered Interest (if any), the Proposed Price, method of payment of the Proposed Price (provided that if there is no proposed Offer to purchase the Shares, the Shares shall be purchased on such terms as mutually agreed upon by the selling Shareholder and the buying Shareholder (s), as applicable, provided that if the parties cannot agree, the terms shall be as set forth in Section (b)of this Section 5) (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer NoticeProposed Terms”), and the scheduled date of consummation of the proposed sale. A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticewritten offer, and in accordance any proposed sales agreement, from or with its terms and conditions, the proposed purchaser shall be attached to the Offer. The Remaining Private Participants Shareholders shall have the option exercisable during the thirty (30) day period beginning on their receipt of the Offer (the “Option Period”) to accept the Offer on the Proposed Terms (pursuant to an “Exercise Notice”) to purchase between them all, but not less than all, (i) their Pro Rata Portion of the PP Purchase SharesOffered Interest (rounded to the nearest whole Share) and (ii) such additional portion of the Offered Interest designated by the Remaining Shareholders (an “Additional Portion”). Any two or more Remaining Shareholders may agree among themselves to reallocate the portions of the Offered Interest to be purchased by them from their respective Pro Rata Portions. If any Remaining Shareholder fails to exercise his or her right to purchase its Pro Rata Portion of the Offered Interest (the “Remaining Portion”), proportionately then the Remaining Shareholders that have indicated in their Exercise Notice a desire to purchase an Additional Portion in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase their relative ownership interest of the PP Purchase Shares to the extent of the Additional Portion indicated in their Exercise Notice. The purchase by the Remaining Private Participants Shareholders of the Offered Interest shall not result in only be effective if all of the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededOffered Interest is purchased pursuant to this Section 5. (iiib) Transfer In the event any Remaining Shareholder(s) exercises his, her, or its right of allfirst refusal as set forth in the proceeding sentence, but not less than all, the purchase price for the applicable Offered Interest shall be paid by each applicable purchasing Remaining Shareholder(s) as follows: a down payment of twenty-five percent (25%) of the PP Purchase Shares to applicable purchase price shall be paid on the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within which falls thirty (30) days from the date end of the PP Offer Notice Option Period (the “Remaining PP Purchase PeriodDown Payment Date”);, with the remaining balance due on the date that is six (6) months from the Down Payment Date. (ivc) If the Remaining Private Participants do Shareholders elect not to purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and Offered Interest in accordance with its termsthis Section 5, AAI (along with AAI Nominees), shall, then the selling Shareholder may sell not less than all of the Offered Interest at AAI’s option, have the right to purchase allany time within, but not less than allsubsequent to, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days after the lapse of the expiry of the Second PP Purchase Period alloptions granted pursuant to this Section 5; provided, but not less than allhowever, of the PP Purchase Shares at that such sale must be made to a price not lower than the PP Offer Price third party purchaser and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI terms specified in the Offer Notice notice. Notwithstanding the above, no Transfer shall take place at be made if such Transfer does not comply with the same time Transfer Conditions defined in Section 8(b)or if the Transfer would be prohibited under Section 3. (d) The selling Shareholder will be responsible for the payment of any and date at all expenses incurred by the registered office selling Shareholder in the exercise of the JVC within thirty (30)days rights specified in this Section 5 and the sale of the date of the AAI Offer Notice (the “AAI Purchase Period”);its, his or her Shares. (iiie) If Notwithstanding the Private Participants do foregoing, no rights under this Section 5 shall apply with respect to any Permitted Transfer. (f) Notwithstanding the foregoing, in the event the Company determines not purchase all to exercise the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees Company Option (as defined in Section 7), a Repurchase Event shall be at a liberty treated for all purposes as an Offer for the Shareholder (or Shareholder’s Representative, as applicable) to sell, within a period of ninety (90) days of Transfer such Shares pursuant to the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Noticeof this Section 5 and Section 9, to any Entitybelow.

Rights of First Refusal. 3.7.1 In addition to From and after the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 date of the OMDANotice ----------------------- ("Notice Date"), if at any timethe Voting Shareholders and the Corporation shall have options to purchase the Offered Shares, a Private Participant desires to Transferupon the terms set forth in Section 3.3 hereof, whether directly or indirectlyexercisable in the order of priority and within the time periods set forth below, any or provided, however, that unless the exercise of the option(s) set forth in this Section 3.2 result in the purchase, in the aggregate, of all of its Equity Shares or voting interests therein owned by it (the “Seller PP”)Offered Shares, then, it shallthe exercise of such option(s) shall be null and void: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) For a period of twenty-one (21) days after the total number of Equity Shares proposed to be offered for sale Notice Date (the “PP Purchase Shares”"Xxxxx'x Option Period"), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants Xxxxx shall have the option to purchase between them all or any portion of the Offered Shares ("Xxxxx'x Option"). Xxxxx shall exercise Xxxxx'x Option, if at all, but not less than allby giving written notice to that effect to the Offering Shareholder, of the PP Purchase Sharesother Voting Shareholders, proportionately in accordance with their, inter-se, respective shareholding in and the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededCorporation within Xxxxx'x Option Period. (iiib) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within For a period of ninety twenty-one (9021) days following the first to occur of (i) the expiry expiration of Xxxxx'x Option Period without Xxxxx exercising his option or (ii) Xxxxx'x written notice to the Second PP Purchase Period allOffering Shareholders, but the other Voting Shareholders, and the Corporation that he will not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer purchase any or all of Equity the Offered Shares or voting interests therein owned by it/ them(the "Voting Shareholders' Option Period"), to any Entity (the Voting Shareholders, other than any inter-se transfer amongst themselves or their Group Entities)Xxxxx, they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all of the Offered Shares not being purchased by Xxxxx (the "Voting Shareholders' Option"). In the event that one or more of such Voting Shareholders exercises the Voting Shareholders' Option, then unless otherwise agreed, each such Voting Shareholder must purchase that percentage of the Offered Shares not being purchased by Xxxxx equal to his proportionate ownership of the Shares owned by all of the electing Voting Shareholder. Each Voting Shareholder shall exercise the Voting Shareholders' Option, if at all, but not less than allby giving written notice to that effect to Xxxxx, the other Voting Shareholders, the Corporation, and the Offering Shareholder within the Voting Shareholders' Option Period. (c) For a period of fourteen (14) days following the first to occur of (i) the expiration of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in Voting Shareholders' Options Period without Xxxxx and the JVC other Voting Shareholders exercising their options; or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer written notice to the Corporation and the Offering Shareholder that neither Xxxxx nor the other Voting Shareholders intend to purchase all of the Offered Shares (the "Corporation's Option Period"), the Corporation shall have the option to purchase all of the Offered Shares not being purchased by Xxxxx or the other Voting Shareholders (the "Corporation's Option"). The Corporation shall exercise the Corporation's Option, if at all, but not less than all, of the AAI Purchase Shares by giving written notice to that effect to the Private Participants in accordance with Offering Shareholder and the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees Voting Shareholders within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Corporation's Option Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition (a) Subject to Section 6.1(c), for so long as a TMG Entity controls the requirements set out General Partner the Partnership hereby grants to TMG a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third party lender or a Transfer to another Partnership Group Member) of assets held by a Partnership Group Member that are in Clause 3.6 and subject always the same line of business in which any TMG Entity is then currently engaged; provided, that TMG agrees to the lock-in provisions set out under Clause 2.5 pay or to cause such other TMG Entity to pay no less than 105% of the OMDA, if at any time, purchase price offered by a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it bona fide third party prospective acquiror (the a “Seller PPProposed Transferee”). In addition, thensubject to Section 6.1(c), it shall: the Partnership hereby grants to TMG a right of first refusal with respect to any petroleum product tankage capacity that (i) make an offer for is put into commercial service after the sale Closing Date, (ii) was subject to the Terminaling and Transportation Services Agreement prior to the termination or expiration thereof or (iii) is subject to a contract which terminates or becomes terminable by a Partnership Group Member after the Closing Date (excluding any contract which is renewable solely at the option of the PP Purchase Shares (as defined hereunder) customer); provided, that TMG agrees to pay or to cause another TMG Entity to pay no less than 105% of the other Private Participants (fees offered by the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), Proposed Transferee. (b) Subject to Section 6.1(c), for so long as a TMG Entity controls the General Partner TMG, on behalf of itself and the other TMG Entities, hereby grants to the Partnership a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third party lender, a Transfer to another TMG Entity or a Transfer consummated pursuant to an Asset Exchange Transaction) of (i) any Tangible Asset prior to the delivery of a Term Sheet related to such Tangible Asset to the General Partner and (ii) any Option Asset prior to the exercise period of the applicable Option with respect thereto; provided, in each case, that the Partnership agrees to pay or to cause another Partnership Group Member to pay no less than 105% of the purchase price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and by a Proposed Transferee. (c) The Parties acknowledge that any other potential Transfer of assets pursuant to this Article VI (such assets, the “ROFR Assets”) shall be subject to, conditioned on and in compliance with the terms and conditions in connection therewith (the “PP Offer Notice”)Indenture and obtaining any and all necessary consents of equityholders, noteholders or other securityholders, governmental authorities, lenders or other third parties. A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and Any tangible assets received by a TMG Entity in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately an Asset Exchange Transaction in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI exchange for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI ROFR Assets described in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), paragraph (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall above will be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares subject to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office provisions of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entitythis Section 6.1.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements set out restrictions on Transfers contained in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDASection 6.01 above, if at any time, a Private Participant desires Member (the "Transferring Member") wishes to Transfer, whether directly or indirectly, Transfer during the term of this Agreement any or all of its Equity Shares or voting interests therein owned by it Interests in the Company (the “Seller PP”"Transfer Interests"), then, it shall: the Transferring Member shall first give a written notice (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder"Transfer Notice") to the Company and to the other Private Participants Members specifying the wish to transfer the Transfer Interests, the price per Unit at which it wishes to transfer to the proposed transferee (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”"Transfer Price"), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; name and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy address of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeproposed transferee, and in accordance with its terms and conditions, containing an irrevocable offer (open to acceptance for a period of 60 days after the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that date such purchase of the PP Purchase Shares Transfer Notice is received by the Remaining Private Participants shall not result in Company) to sell the Foreign Entities Equity Cap Transfer Interests to the Company and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place other Members at the same time Transfer Price per Unit. The Company (or its one designee) and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, other Members together shall have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of allInterests at the Transfer Price per Unit, but not less than all, by giving the Transferring Member written notice of the PP Purchase Shares determination to AAI and/or any purchase such Interests, within [**] days of the AAI Nominees Company's receipt of such Transfer Notice. The Company shall have the first right to purchase all or a portion of such Transfer Interests. The Members other than the Transferring Member shall have the right (upon notice to the Company) to purchase their pro rata portion of any remaining Transfer Interests that the Company does not propose to purchase. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. If a Member elects not to purchase any remaining Transfer Interests, the other Members (other than the Transferring Member) shall have the pro rata right (upon notice to the Company) to purchase such Interests. The closing of the purchase of the Transfer Interests and payment for such Interests to the Transferring Member pursuant to this Section 6.03 shall take place at such location as the same time Transferring Member shall designate within 30 days after the Transferring Member's receipt of the determination to purchase such Interests. Payment for such Interests shall be made by check or by wire transfer against duly endorsed certificates representing the Transfer Interests to be purchased. The Transfer Interests shall be delivered free and date clear of all encumbrances other than those imposed by this Agreement. If, at the registered office end of the JVC within thirty 60th day after the Transfer Notice is received by the Company, (30i) days from the date a notice of acceptance of the Second PP Offer offer contained in such Transfer Notice ( has not been received by the “Second PP Purchase Period”); Transferring Member, or (viiii) If AAI (along with any a notice of AAI Nominees) does not purchase acceptance covering less than all of the PP Purchase Shares from Transfer Interests has been received by the Seller PP within the Second PP Purchase PeriodTransferring Member, then the Seller PP Transferring Member shall be at a liberty have 90 days in which to sell, within a period of ninety (90) days transfer to the proposed transferee set forth in the Transfer Notice any or all of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares Transfer Interests at a price not lower than the PP Offer Transfer Price per Unit and on terms and conditions not no more favourable favorable to such transferee than those offered to AAI contained in the Second PP Offer Notice to any Entity. 3.7.2 Transfer Notice; provided, however, that such Transfer shall become effective and such transferee shall become a Member upon the satisfaction of all the conditions set forth in Section 6.05 (a). If at any timethe end of such 90 day period, AAI and/or AAI Nominees desire the Transferring Member has not completed the transfer of all of the Transfer Interests, the Transferring Member shall no longer be permitted to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, such Interests pursuant to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) this Section 6.03 without again complying with this Section in its entirety. The Transferring Member shall remain liable to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Company as provided in the JVC or in Act, regardless of whether such transferee becomes a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityMember.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 Upon receipt of a Transfer Notice and subject always to the lock-in provisions set out under Clause 2.5 all of the OMDAprovisions of this Section 6.2, if at any time, a Private Participant desires the Corporation and the Other Shareholders shall have the following rights and options: (a) The Corporation shall have the first right to Transfer, whether directly or indirectly, purchase any or all of the Offeror’s Securities if it gives a notice in writing (an “Acceptance Notice”) accepting the offer contained in the Transfer Notice and specifying the number of the Offeror’s Securities it wishes to acquire. (b) If the 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 Other Shareholders shall have the right to purchase up to its Equity Pro Rata Share of the Offeror’s Securities not to be purchased by the Corporation at the price and on the terms and conditions contained in the Transfer Notice. (c) Subject to Sections 6.2(a) and (b), within the Acceptance Period, each of the Other Shareholders may give to the Transferring Shareholder an Acceptance Notice accepting the offer contained in the Transfer Notice and specifying the maximum number of the Offeror’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). Each of the 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 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 or voting interests therein 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 the 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 it such Other Shareholders (calculated based on holdings on the “Seller PP”day immediately prior to the delivery of the Transfer Notice), thenas between themselves, it shall: or in such other proportion as such Other Shareholders may agree in writing. If (i) make an offer for the Corporation gives notice pursuant to Section 6.2(a) to purchase all of the Offeror’s Securities or (ii) the Other Shareholders, or any of them, give Acceptance Notices within the Acceptance Period confirming their agreement to purchase all of the Offeror’s Securities not to be purchased by the Corporation, the sale of the PP Purchase 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. (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 defined hereunderbetween themselves, or in such other proportion as such Other Shareholders may agree in writing. If (i) the Corporation gives notice pursuant to Section 6.2(a) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy purchase all of the PP Offer Notice shall also be sent to AAI; Offeror’s Securities or (ii) Subject the Other Shareholders, or any of them, give Acceptance Notices within the Acceptance Period confirming their agreement to receiving purchase all of the PP offer Notice, and in accordance with its terms and conditionsOfferor’s Securities not to be purchased by the Corporation, the Remaining Private Participants sale of the Offeror’s Securities to the Corporation and/or such Other Shareholders shall have be completed within 15 Business Days of the option expiry of the Acceptance Period. (d) If both (i) the Corporation does not give an Acceptance Notice to purchase between them all, but not less than all, all of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in Shares at least one Business Day prior to the JVC or in a manner as may be mutually agreed between them, provided that such purchase expiry of the PP Purchase Shares by Acceptance Period and (ii) the Remaining Private Participants shall Other Shareholders do not give notice of acceptance prior to the expiry of the Acceptance Period which would result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer purchase of all, but not less than all, of the PP Purchase Shares Offeror’s Securities 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 Remaining Private Participants shall take place at the same time and date at the registered office provisions of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s optionSection 6.3, have the right to purchase all, but 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 all, of that provided for in the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not materially more favourable favorable to the Third Party Offeror than those offered to AAI set out in the Second PP Offer Notice to any Entity. 3.7.2 If at any timeTransfer Notice, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase 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 AAI Purchase Shares by Offeror’s Securities without again complying with all of the Private Participants provisions of Section 6.1 and Section 6.2. (e) Any Transfer entered into in connection with this Section 6.2 shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded;provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof. (iif) 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 of all, but not less than all, of the AAI Purchase any Shares or Convertible Securities pursuant to the Private Participants provisions of Section 6.3 or 6.4 and which are exercised in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”);terms thereof. (iiih) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty Each Other Shareholder may assign its right to sellexercise its right of first refusal under this 6.2, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Noticewhole or in part, to any Entityof its Affiliates, or, in the case of the Francisco Partners Group, the MS Investors, the Xxxxxxxx Group or the EdgeStone Group to any member or members of the Francisco Partners Group or the MS Investors or any MS Affiliate or the Xxxxxxxx Group or the EdgeStone Group, as applicable, provided such member or members (and Controlling Persons in the case of the Xxxxxxxx Group) have first entered into an Assumption Agreement.

Rights of First Refusal. 3.7.1 (a) In addition the event that during the Restricted Period, Network Sub or any of its Affiliates receive a bona fide offer to provide its services or the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 services of the OMDAPlan Network in connection with the provision of Alternative Services by any entity or health care plan other than PlanCo (a “Network Sub New Offer”), if at any timeNetwork Sub does hereby unconditionally and irrevocably grant to each of Centene and PlanCo the right, a Private Participant desires but not the obligation, to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it engage Network Sub and the Plan Network to provide such Alternative Services (the “Seller PPCentene Right of First Refusal”). In the event that Network Sub or any of its Affiliates receive a Network Sub New Offer, then, it shall: Network Sub shall deliver written notice to Centene not later than ninety (i90) make an offer for days prior to the sale commencement of Alternative Services in connection therewith. Such notice shall contain the material terms and conditions (including price and form of consideration) of the PP Purchase Shares (as defined hereunder) to proposed services, the other Private Participants identity of the proposed recipient of such services and the intended term of the proposed services (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer NoticeProposed Terms”). A copy For Centene to exercise the Centene Right of the PP Offer Notice shall also be sent First Refusal, Centene must deliver written notice of such intent to AAI; (ii) Subject exercise to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC Network Sub within thirty (30) days from after delivery of the notice of the Network Sub New Offer. If Centene exercises the Centene Right of First Refusal in accordance with this Section 4.5(a), Centene shall consummate the engagement of Network Sub and/or the Plan Network on terms and conditions, which are materially the same as the Proposed Terms within ninety (90) days following the date on which the notice of exercise is delivered. If Centene does not exercise the Centene Right of First Refusal in accordance with this Section 4.5(a), Network Sub (or, as applicable, its Affiliate) may, subject to the Restrictive Covenants and any other applicable restrictions set forth in this Agreement or any other Transaction Document, proceed with the performance of Alternative Services in accordance with the Proposed Terms; provided, however, that in no event shall the performance of such Alternative Services conflict or interfere with the performance of the PP Offer Notice obligations of Network Sub and/or the Plan Network under the provisions of this Agreement or any other Transaction Documents. (b) In the event that during the Restricted Period, Centene Sub or any of its Affiliates receive a bona fide offer to provide its services in connection with the provision of Restricted Services (a “Centene New Offer”), Centene Sub does hereby unconditionally and irrevocably grant to Network Sub and PlanCo the right, but not the obligation, to the use the NC Health Plan and the Plan Network to provide such Restricted Services (the “Remaining PP Purchase PeriodNetwork Sub Right of First Refusal”); . In the event that Centene Sub or any of its Affiliates receive a Centene New Offer, Centene shall deliver written notice to Network Sub and PlanCo not later than ninety (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (390) days prior to the commencement of Restricted Services in connection therewith. Such notice shall contain the expiry Proposed Terms of such services. For Network Sub and/or PlanCo to exercise the Remaining PP Purchase PeriodNetwork Sub Right of First Refusal, make an offer by Network Sub and/or PlanCo must deliver written notice of such intent to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject exercise to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC Centene within thirty (30) days from the date after delivery of the Second PP Offer Notice ( notice of the “Second PP Purchase Period”Centene New Offer. If Network Sub and/or PlanCo exercises the Network Sub Right of First Refusal in accordance with this Section 4.5(b); (vii) If AAI (along with any , Network Sub and/or PlanCo shall consummate the provision of AAI Nominees) does not purchase all services by the PP Purchase Shares from NC Health Plan and/or the Seller PP Plan Network on terms and conditions, which are materially the same as the Proposed Terms within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of following the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and date on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (notice of exercise is delivered. If Network Sub and/or PlanCo does not exercise the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy Network Sub Right of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately First Refusal in accordance with theirthis Section 4.5(b), inter-seCentene Sub (or, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (iiapplicable, its Affiliate) Transfer of allmay, but not less than all, of the AAI Purchase Shares subject to the Private Participants Restrictive Covenants and any other applicable restrictions set forth in this Agreement or any other Transaction Document, proceed with the performance of Restricted Services in accordance with the AAI Offer Notice Proposed Terms; provided, however, that in no event shall take place at the same time and date at performance of such Restricted Services conflict or interfere with the registered office performance of the JVC within thirty (30)days obligations of Centene Sub under the date provisions of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to this Agreement or any Entityother Transaction Documents.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time(a) If Investor or a Permitted Transferee (each, a Private Participant "Selling Shareholder") desires to transfer all or some of its Purchased Shares to any Person (the "Proposed Transferee") other than (x) to a Permitted Transferee in accordance with Section 10.2 or (y) pursuant to a foreclosure on Purchased Shares subject to a Permitted Encumbrance, such Selling Shareholder shall, prior to consummating any such Transfer, whether directly or indirectlygive written notice (a "Sale Offer") to Lynx, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: containing (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Purchased Shares proposed to be offered for sale transferred (the “PP Purchase "Offered Shares”") pursuant to a bona fide written offer or a Market Transaction (as defined below), (bii) where such sale is other than pursuant to a Market Transaction, the name and address of the Proposed Transferee, (iii) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; proposed purchase price, terms and (c) any payment and other material terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent Proposed Transferee's offer and (iv) an offer to AAI; (ii) Subject to receiving sell the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Offered Shares set forth in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place Sale Offer at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price price and on the same terms and conditions as contained offered to the Proposed Transferee. (b) Lynx shall have the right, during the Response Period (as defined below), to purchase all of the Offered Shares pursuant to the Sale Offer, exercisable by delivering a written notice to Investor within the Response Period. The provision of such notice shall be deemed to create a binding agreement between Lynx and Investor with respect to the purchase and sale of the Offered Shares. (c) In the event that Lynx shall have notified Investor within the Response Period that Lynx desires to purchase all of the Offered Shares, Lynx shall have 15 days from the last day of the Response Period to complete such purchase. Without limiting any recourse Investor has against Lynx, in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its termsevent that Lynx shall not have completed such purchase within such 15 day period, AAI (along with AAI Nominees), shall, at AAI’s option, then Investor shall have the right to sell such Shares without the restrictions set forth in this Section 10.3. (d) If at the end of the Response Period Lynx has not given notice of its decision to purchase allall of the Offered Shares, but then Investor shall be entitled to sell not less than all, all of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Offered Shares to AAI and/or any of the AAI Nominees shall take place at Proposed Transferee during the same time and date at the registered office of the JVC within thirty Disposition Period (30as defined below) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than that contained in the PP Sale Offer Price and on terms and conditions not more favourable favorable to the Proposed Transferee than those offered to AAI were contained in the Second PP Offer Notice Sale Offer. Promptly after any sale pursuant to any Entitythis Section 10.3, Investor shall notify the Company and Lynx of the consummation thereof and shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company or Lynx may request. Purchased Shares sold to a Proposed Transferee in compliance with the provisions of this Section 10.3 shall thereafter not be subject to the terms of this Agreement. 3.7.2 (e) If at any time, AAI and/or AAI Nominees desire to Transfer any or all the end of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the Disposition Period Investor has not completed the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy all of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Offered Shares to the Private Participants in accordance Proposed Transferee, Investor shall no longer be permitted to sell such Offered Shares pursuant to this Section 10.3 without again fully complying with the AAI Offer Notice provisions of this Section 10.3 and all the restrictions on sale, transfer, assignment or other disposition contained in this Agreement shall take place at again be in effect. (f) As used herein, the same time and date at term "Market Transaction" shall mean a sale of Purchased Shares through the registered office facilities of the JVC within thirty (30)days of TSE, NASDAQ or any other stock exchange on which the date of Common Shares are actively xxxxxx.Xx used herein, the AAI Offer Notice (the “AAI Purchase term "Response Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees " shall be at a liberty to sell, within mean a period of ninety (90) days two Business Days after receipt of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntitySale Offer.

Rights of First Refusal. 3.7.1 In addition to the requirements Except as set out in Clause 3.6 Section 2.2(b), in the event that a Significant Holder receives a bona fide offer from any person to purchase any of such Significant Holders' Stock, such Significant Holder (the "SELLING SHAREHOLDER") shall first give the Secretary of the Company notice of his intention to transfer such shares, describing the number of shares of Significant Holders' Stock proposed to be transferred (the "OFFERED SHARES"), the identity of the proposed transferee, and subject always the price and terms upon which he proposes to make such transfer (the "TRANSFER NOTICE"). The Secretary of the Company will give the Transfer Notice to the lock-in provisions set out under Clause 2.5 Series A Holders, Series B Holders, Purchasers and Warrant Holders (the "OFFEREE HOLDERS"). Within fifteen (15) days after delivery of the OMDATransfer Notice to the Offeree Holders, if at any time, a Private Participant desires each Offeree Holder may elect to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares purchase such person's pro rata share (as defined hereunderherein) of the shares to be sold by the Selling Shareholder by giving written notice thereof to the other Private Participants Secretary of the Company. If any of the Offeree Holders fails to agree to purchase its pro rata share within such fifteen (15) days period, the Secretary will give the Offeree Holders who did so agree (the “Remaining Private Participants”"ELECTING HOLDERS") by a Notice mentioning therein:- (a) notice of the total number of Equity Offered Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”)were not subscribed for. A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants The Electing Holders shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. ten (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (3010) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase such notice to agree to purchase, pro rata or as they may agree, up to all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry Offered Shares not purchased by such non-purchasing Offeree Holders. For the purpose of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained rights set forth in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nomineesthis Section 8(a), shall, at AAI’s option, have the right to purchase all, but not less than all, "PRO RATA SHARE" of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP an Offeree Holder shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) equal to the Private Participants by a notice mentioning therein:- (a) quotient obtained when the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy shares of Common Stock issued or issuable upon conversion of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, Preferred Stock held by such Offeree Holder and upon exercise of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that Warrants held by such purchase of the AAI Purchase Shares Offeree Holder is divided by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer total number of all, but not less than all, shares of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time Conversion Stock and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any EntityWarrant Stock.

Rights of First Refusal. 3.7.1 In addition (a) On or after the fifth anniversary of the Closing and prior to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 tenth anniversary of the OMDAClosing, if at any timeprovided that an Initial Public Offering has not occurred, a Private Participant desires to Transferthe Packard Investors and their Permitted Transferees may not, whether directly or indirectlyindirectly sell, offer, transfer, assign, pledge, hypothecate or otherwise dispose of (except for transfers made in accordance with the provisions of Sections 2.2 and 2.5 and Articles III and V hereof and which are made in compliance with the federal securities laws and all applicable state securities, or "blue sky," laws) any or all of its Equity the Packard Shares or voting interests therein then owned by it (the “Seller PP”), then, it shall: such Packard Investor or such Packard Investor's Permitted Transferees unless (i) make an such Packard Investor or his or her Permitted Transferee (either of the foregoing a "Transferring Packard Investor") shall have received a written offer (the "Packard Proposal") from a bona fide proposed purchaser of the Packard Shares (the "Packard Purchaser"), which Packard Proposal shall remain open and available for acceptance for a period of at least 40 calendar days and provide for the sale of a designated number of Packard Shares (the PP Purchase "Packard Transfer Shares") to the Packard Purchaser (subject only to the rights of Packard and the other Packard Investors under this Section 2.3) at a sales price consisting solely of cash in United States currency at closing and containing the written agreement of the Packard Purchaser to be bound by the terms and conditions of this Agreement, as amended from time to time, and (ii) such Transferring Packard Investor shall have first given a written notice (the "Packard Transfer Notice") to Packard containing an irrevocable offer (open to acceptance for a period of 20 calendar days after the date such Packard Transfer Notice is given) to sell such Packard Transfer Shares to the Packard Transfer Offerees (as defined hereunderbelow) to at the other Private Participants (price and on terms no less favorable than those specified in the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), Packard Proposal. (b) The Packard Transfer Notice shall give Packard the price right to purchase all the Packard Transfer Shares. If Packard elects to purchase less than all of the Packard Transfer Shares, Packard shall communicate, at least 10 calendar days prior to expiration of the 20-day period under the Packard Transfer Notice, to all the Packard Investors (other than the selling Packard Investor) listed in Schedule 1 or Schedule 2 hereto who then hold of record any Shares ("Packard Offerees" and, together with Packard, the "Packard Transfer Offerees") the Packard Transfer Notice and the number of Packard Transfer Shares Packard intends to elect not to purchase ("Remaining Packard Transfer Shares"). A Packard Offeree who wishes to purchase Remaining Packard Transfer Shares shall provide Packard with written notice specifying the number of Remaining Packard Transfer Shares as to which such Packard Offeree desires to accept the PP Purchase offer within 7 calendar days of the giving of such notice by Packard. If the aggregate number of Remaining Packard Transfer Shares are being offered for sale as to which notice of acceptance is provided by all Packard Offerees exceeds the number of Remaining Packard Transfer Shares, then the right to purchase Remaining Packard Transfer Shares shall be allocated among the Packard Offerees on a pro rata basis (with rounding to avoid fractional Shares) based on the “PP Offer Price”; and percentage of Remaining Packard Transfer Shares corresponding to the relationship of the aggregate number of Remaining Packard Transfer Shares sought by each accepting Packard Offeree to the aggregate number of Remaining Packard Transfer Shares sought by all accepting Packard Offerees. If the aggregate number of Remaining Packard Transfer Shares as to which notice of acceptance is provided by all Packard Offerees is less than the number of Remaining Packard Transfer Shares, Packard shall have the right, but not the obligation, to purchase the remainder of such Remaining Packard Transfer Shares. (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy Packard, on behalf of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeitself, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option if it elects to purchase between them Packard Transfer Shares, or its designee, and/or on behalf of all purchasing Packard Offerees, if any, may accept such offer as to all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Packard Transfer Shares by providing the Remaining Private Participants shall not result in Transferring Packard Investor with written notice (specifying the Foreign Entities Equity Cap and/or number of Packard Transfer Shares as to which each Packard Transfer Offeree is accepting the Scheduled Airlines Equity Cap being exceededoffer) within 20 calendar days after the date the Packard Transfer Notice is given to Packard. (iiid) Transfer of all, but not less than all, The closing of the PP Purchase purchase by the Packard Transfer Offerees of the Packard Transfer Shares to the Remaining Private Participants shall take place at the same time and date at the registered principal office of Packard on the JVC within thirty later of (30x) days from the date 10th business day after the expiration of the PP Offer 20-day period after the giving of the Packard Transfer Notice and (y) the second business day after the receipt of any required governmental approval or the expiration or termination of any waiting period, including any waiting period pursuant to the Xxxx-Xxxxx Act. At such closing, such Packard Transfer Offerees shall deliver a certified check or checks in the appropriate amount to the Transferring Packard Investor against delivery of Duly Endorsed certificates representing the Packard Transfer Shares so purchased. (e) If any Packard Transfer Shares allocated to a Packard Offeree are not purchased by such Packard Offeree (the “Remaining PP Purchase Period”"Packard Transfer Default Shares"); , such Packard Transfer Default Shares may be purchased by the other Packard Offerees purchasing Packard Transfer Shares (ivthe "Packard Default Of- ferees"), allocated among such Packard Default Offerees (with rounding to avoid fractional Shares) in proportion to the number of Packard Transfer Shares otherwise being purchased by those of such Packard Default Offerees who agree to purchase Packard Transfer Default Shares, allocated among those electing to purchase in a manner consistent with the allocation provisions of Section 2.3(b). If the Remaining Private Participants Packard Default Offerees do not purchase all of the PP Purchase Packard Transfer Default Shares, Packard may purchase the remaining Packard Transfer Default Shares. Nothing contained herein shall prejudice Packard's right to maintain any cause of action or pursue any other remedies available to it as a result of such default. (f) If at the end of the 20-day period after the giving of the Packard Transfer Notice, Packard has not accepted, on behalf of itself (if it elects to purchase Packard Transfer Shares) or its designee and/or any purchasing Packard Offerees, the offer contained in such Packard Transfer Notice as to all of the Packard Transfer Shares from the Seller PP within the Remaining PP Purchase Period covered thereby, then the Seller PP shall, within three (3) Transferring Packard Investor shall have 20 calendar days of the expiry of the Remaining PP Purchase Period, make an offer by notice in which to AAI for complete the sale of the PP Purchase Packard Transfer Shares at to the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and Packard Purchaser in accordance with its termsthe Packard Proposal, AAI except where failure to consummate such sale is not caused, in whole or in part, by the Transferring Packard Investor (along with AAI Nomineesprovided that any extension beyond such 20-calendar day period may not extend beyond the period referred to in the next to last sentence of this Subsection 2(f)). Promptly after any sale to a Packard Purchaser pursuant to this Section 2.3, shall, at AAI’s option, have the right to purchase all, but not less than all, Transferring Packard Investor shall notify Packard of the PP Purchase Shares. (vi) Transfer of all, but not less than all, consummation thereof and shall furnish such evidence of the PP Purchase Shares to AAI and/or any completion and time of completion of such sale and of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) terms thereof as Packard may request. If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Packard Transfer Shares to a Packard Purchaser is not completed within 40 calendar days after the first to occur of (as defined hereunder) to the Private Participants by a notice mentioning therein:- (ai) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy expiration of the AAI Offer Notice shall be sent 20-day period referred to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC Subsection 2.3(d) above or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) receipt from the Packard Transfer Offerees of allwritten notice declining the offer contained in the Packard Transfer Notice, but not less than all, the Transferring Packard Investor shall no longer be permitted to sell such Packard Transfer Shares pursuant to this Section 2.3 without again complying with this Section 2.3 and all of the AAI Purchase transfer restrictions contained in this Agreement shall again be in effect with respect to all of such Transferring Packard Investor's Packard Shares, including the Packard Transfer Shares. In no event shall any sale of Packard Shares by a Packard Investor pursuant to this Section 2.3 be permitted to a Packard Purchaser that is a competitor, potential competitor, customer or supplier of Packard or any of its subsidiaries or any other Person that the Private Participants Board of Directors determines, in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office its good faith judgment, would be injurious to Packard or any of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityits subsidiaries.

Rights of First Refusal. 3.7.1 TRANSFER OF SHARES -------------------------------------------- (a) In addition the event that any Stockholder desires or is required to the requirements set out in Clause 3.6 and subject always sell or otherwise transfer all or any portion of his or her Shares, other than pursuant to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires Permitted Disposition (such Stockholder being hereinafter referred to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”as a "SELLING STOCKHOLDER"), thensuch Selling Stockholder shall promptly deliver notice (a "SELLING STOCKHOLDER NOTICE") of such fact to Pala, it shall: (i) make an offer for which Selling Stockholder Notice shall state the terms of sale, including the desired purchase price, relating to the sale of such Pala. Within fifteen (15) business days after receipt of the PP Purchase Shares (as defined hereunder) to Selling Stockholder Notice by the other Private Participants (Party, Pala may offer to purchase all or any portion of such Selling Stockholder's Shares in accordance with the “Remaining Private Participants”) by provisions of this Agreement. For the purposes of this Agreement, a Notice mentioning therein:- (a) the total number of Equity Shares proposed to "business day" shall be offered for sale (the “PP Purchase Shares”), any day that is not a Saturday or Sunday or a U.S. Federal legal holiday. (b) If after such fifteen (15) business-day period elapses not all of the Shares which were offered in the Selling Stockholder Notice are subscribed for by Pala, then the Selling Stockholder shall be entitled to sell or transfer his or her Shares to any third party who offers to purchase them for a price equal to or above the purchase price contained in the Selling Stockholder Notice, PROVIDED, that such purchase and sale of the Shares shall be in compliance with all applicable federal and state securities laws and the purchase and sale takes place within a period of forty five (45) business days from Pala's receipt of the Selling Stockholder Notice. . If, at any time during the negotiation of the sale of such Selling Stockholder's Shares with a third party, the Selling Stockholder offers a purchase price which is less than the price set forth in the Selling Stockholder Notice or on terms which are more favorable than those originally proposed, then the Selling Stockholder shall be obligated to first re-offer the Shares to Pala pursuant to this Section 8, but at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and lower purchase price and/or under such more favorable conditions. (c) any other terms and conditions On the closing date designated in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Selling Stockholder Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option such date to purchase between them all, but not less be no longer than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) business days from the date Selling Stockholder Notice, or otherwise agreed upon between the Selling Stockholder and Pala, the Selling Stockholder shall deliver against receipt of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallprice therefor by cash or certified or bank cashier's check or by wire or interbank transfer of funds, within three (3) days or a note or other means of payment of the expiry of purchase price acceptable to the Remaining PP Purchase PeriodSelling Stockholder, make an offer by notice the certificate or certificates representing the Shares offered which Pala elected to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and purchase in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase this Section 8. Such Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP presented shall be at a liberty to sellfree and clear of all liens, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any restrictions or all of Equity Shares or voting interests therein owned by it/ them, to any Entity encumbrances (other than those restrictions imposed hereby or those disclosed in the Selling Stockholder Notice) and properly endorsed for transfer, with any inter-se transfer amongst themselves or their Group Entities)and documentary stamps affixed as required pursuant to applicable law, they shall: (i) make an offer for and all applicable stock transfer taxes paid, in a form such that upon presentation to the sale Company's transfer agent the Shares represented thereby may be registered in the names of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entitypurchasers.

Rights of First Refusal. 3.7.1 In addition (a) Subject to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDASection 3.1 above, if at any timeShareholder other than the Investing Parties (each, a Private Participant desires “Transferring Party”) wish to Transfer, whether directly transfer all or indirectly, any or all portion of its Equity Shares or voting equity interests therein owned by it in the Company (the “Seller PPTransfer Equity”) to any third party that is not a Shareholder (“Proposed Transferee”), thenthe Transferring Party shall first offer the Transfer Equity to the Investing Parties. (b) To offer the Transfer Equity to the Investing Parties, it shall:the Transferring Party shall deliver a written notice to each Investing Party containing the following (“Transfer Notice”): (i) make an offer for the sale amount of the PP Purchase Shares Transfer Equity; | || (as defined hereunderii) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number cash price per unit of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price Registered Capital at which the PP Purchase Shares are Transfer Equity will be transferred; (iii) the identity of the Proposed Transferee; (iv) a summary of the terms of purchase put forward by the Proposed Transferee, including details of the nature and amount of the consideration and the date on which it would be payable; and (v) whether the Transferring Party’s offer is conditional on acceptances being offered received for sale all (or any other specified percentage) of the “PP Offer Price”; and Transfer Equity. (c) Within 20 Business Days after receiving the Transfer Notice, an Investing Party may purchase up to its pro rata share of the Transfer Equity on the terms set out in the Transfer Notice. The pro rata share of the Transfer Equity shall be equivalent to the product obtained by multiplying the Transfer Equity, by a fraction, of which the amount of the Registered Capital that has been contributed by the exercising Investing Party shall be the numerator and the total amount of the Registered Capital that has been contributed by all exercising Investing Parties shall be the denominator. A notice indicating an Investing Party’s acceptance of such offer will be irrevocable, and will give rise to a legally binding agreement between the Transferring Party and the exercising Investing Party. (d) If any other terms Investing Party chooses not to purchase its entire pro rata share of Transfer Equity, then the entire un-purchased Transfer Equity (“Remaining Transfer Equity”) will be offered to the Investing Parties that have elected to purchase their respective entire pro rata share of Transfer Equity (“Second ROFR Holder”). The Transferring Party shall deliver a written notice to the Company and conditions in connection therewith each Second ROFR Holder to inform them of the number of the Remaining Transfer Equity that are available for purchase (the “PP Offer Second Transfer Notice”). A copy The Second Rights Holder will have 10 Business Days after receiving the Second Transfer Notice to irrevocably elect to purchase all or a portion of the PP Offer Remaining Transfer Equity at the same price per unit and subject to the same terms and conditions as described in the Transfer Notice shall also by notifying the Transferring Party and the Company in writing of the number of units of Remaining Transfer Equity to be sent to AAI;purchased. (iie) Subject If an Investing Party or Second ROFR Holder elects to receiving the PP offer Notice, and in accordance with its terms and conditionspurchase any Transfer Equity, the Remaining Private Participants Investing Party or Second ROFR Holder shall have pay for the option Transfer Equity by wire transfer in immediately available funds of the appropriate currency, against delivery of such Transfer Equity to be purchased, at a place and time agreed by the Transferring Party and the Investing Party or Second ROFR Holder that has elected to purchase between them the Transfer Equity, provided that the scheduled time for closing may not be later than 20 Business Days following the date on which the Investing Party or Second ROFR Holder notified the Transferring Party of its desire to purchase the Transfer Equity. (f) If the non-transferring Parties fail to timely elect to purchase the entire Transfer Equity, then the Transferring Party may transfer all, but not less than all, all of the PP Purchase Sharesremaining portion of the Transfer Equity to the Proposed Transferee, proportionately in accordance with their, inter-se, respective shareholding on the terms set forth in the JVC or in a manner as may be mutually agreed between them, provided that Transfer Notice. Any such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares transfer to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC Proposed Transferee must be completed within thirty (30) 90 days from after the date of the PP Offer Transfer Notice (or the “Remaining PP Purchase Period”); (iv) If requirements and procedures relating to the Remaining Private Participants do Right of First Refusal must be re-initiated with respect to such transfer; provided, that the above 90-day period shall not purchase all include the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI time for obtaining any government approvals required for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Sharestransfer. (vig) Transfer Each Investing Party or Second ROFR Holder may freely assign its rights of all, but not less than all, of the PP Purchase Shares first refusal to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If its respective Affiliates at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition (a) On or after the fifth anniversary of the Closing and prior to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 tenth anniversary of the OMDAClosing, if at any timeprovided that an Initial Public Offering has not occurred, a Private Participant desires to Transferthe Management Investors and their Permitted Transferees may not, whether directly or indirectlyindirectly sell, offer, transfer, assign, pledge, hypothecate or otherwise dispose of (except for transfers made in accordance with the provisions of Sections 2.2 and 2.5 and Articles III and V hereof and which are made in compliance with the federal securities laws and all applicable state securities, or "blue sky," laws) any or all of its Equity the Management Shares or voting interests therein then owned by it (the “Seller PP”), then, it shall: such Management Investor or such Management Investor's Permitted Transferees unless (i) make an such Management Investor or his or her Permitted Transferee (either of the foregoing a "Transferring Management Investor") shall have received a written offer (the "Management Proposal") from a bona fide proposed purchaser of the Management Shares (the "Management Purchaser"), which Management Proposal shall remain open and available for acceptance for a period of at least 60 calendar days and provide for the sale of a designated number of Management Shares (the PP Purchase "Management Transfer Shares") to the Management Purchaser (subject only to the rights of GGS and the other Management Investors under this Section 2.3) at a sales price consisting solely of cash in United States currency at closing and containing the written agreement of the Management Purchaser to be bound by the terms and conditions of this Agreement and the Transferring Management Investor's Stock Pledge Agreement, if any, each as amended from time to time, and (ii) such Transferring Management Investor shall have first given a written notice (the "Management Transfer Notice") to GGS containing an irrevocable offer (open to acceptance for a period of 30 calendar days after the date such Management Transfer Notice is given) to sell such Management Transfer Shares to the Management Transfer Offerees (as defined hereunderbelow) at the price and on terms no less favorable than those specified in the Management Proposal. The provisions of this Section 2.3 shall in no event apply to any Management Shares which consist of Nonvoting Shares that have not vested pursuant to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Restricted Stock Agreement under which such Nonvoting Shares proposed to be offered for sale (the “PP Purchase Shares”), were issued. (b) The Management Transfer Notice shall give GGS the price right to purchase all the Management Transfer Shares. If GGS elects to purchase less than all of the Management Transfer Shares, GGS shall communicate, at least 10 calendar days prior to expiration of the 30-day period under the Management Transfer Notice, to all the Management Investors (other than the selling Management Investor) listed in Schedule 1 hereto who then hold of record any Shares or Nonvoting Shares ("Management Offerees" and, together with GGS, the "Management Transfer Offerees") the Management Transfer Notice and the number of Management Transfer Shares GGS intends to elect not to purchase ("Remaining Management Transfer Shares"). A Management Offeree who wishes to purchase Remaining Management Transfer Shares shall provide GGS with written notice specifying the number of Remaining Management Transfer Shares as to which such Management Offeree desires to accept the PP Purchase offer within 7 calendar days of the giving of such notice by GGS. If the aggregate number of Remaining Management Transfer Shares are being offered for sale as to which notice of acceptance is provided by all Management Offerees exceeds the number of Remaining Management Transfer Shares, then the right to purchase Remaining Management Transfer Shares shall be allocated among the Management Offerees on a pro rata basis (with rounding to avoid fractional Shares or Nonvoting Shares) based on the “PP Offer Price”; and percentage of Remaining Management Transfer Shares corresponding to the relationship of the aggregate number of Remaining Management Transfer Shares sought by each accepting Management Offeree to the aggregate number of Remaining Management Transfer Shares sought by all accepting Management Offerees. If the aggregate number of Remaining Management Transfer Shares as to which notice of acceptance is provided by all Management Offerees is less than the number of Remaining Management Transfer Shares, GGS shall have the right, but not the obligation, to purchase the remainder of such Remaining Management Transfer Shares. (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy GGS, on behalf of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticeitself, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option if it elects to purchase between them Management Transfer Shares, or its designee, and/or on behalf of all purchasing Management Offerees, if any, may accept such offer as to all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Management Transfer Shares by providing the Remaining Private Participants shall not result in Transferring Management Investor with written notice (specifying the Foreign Entities Equity Cap and/or number of Management Transfer Shares as to which each Management Transfer Offeree is accepting the Scheduled Airlines Equity Cap being exceededoffer) within 30 calendar days after the date the Management Transfer Notice is given to GGS. (iiid) Transfer of all, but not less than all, The closing of the PP Purchase purchase by the Management Transfer Offerees of the Management Transfer Shares to the Remaining Private Participants shall take place at the same time and date at the registered principal office of GGS on the JVC within thirty later of (x) the 10th business day after the expiration of the 30-day period after the giving of the Management Transfer Notice and (y) days the second business day after the receipt of any required governmental approval or the expiration or termination of any waiting period, including any waiting period pursuant to the Xxxx-Xxxxx Act. At such closing, such Management Transfer Offerees shall deliver a certified check or checks in the appropriate amount to the Transferring Management Investor against delivery of Duly Endorsed certificates representing the Management Transfer Shares so purchased; provided that GGS may pay all or any part of the purchase price for the Management Transfer Shares it purchases from the date Transferring Management Investor by the cancellation of such portion of the PP Offer Notice indebtedness outstanding under the Management Note as would be required to be paid to GGS in accordance with the terms of the Management Note if the Transferring Management Investor had received cash proceeds from GGS for the Management Transfer Shares so sold; and provided further that GGS may direct any Management Offeree purchasing Management Transfer Shares from the Transferring Management Investor to pay, and such Management Offeree shall pay, to GGS in lieu of to the Transferring Management Investor, all or any part of the purchase price for the Management Transfer Shares purchased by such Management Offeree from the Transferring Management Investor that would be required to be paid to GGS under the terms of the Management Note of the Transferring Management Investor if such amount had been paid directly to the Transferring Management Investor and, in such event, GGS will cancel an equivalent portion of the indebtedness then outstanding under the Transferring Management Investor's Management Note. (e) If any Management Transfer Shares allocated to a Management Offeree are not purchased by such Management Offeree (the “Remaining PP Purchase Period”"Management Transfer Default Shares"); , such Management Transfer Default Shares may be purchased by the other Management Offerees purchasing Management Transfer Shares (ivthe "Management Default Offerees"), allocated among such Management Default Offerees (with rounding to avoid fractional Shares or Nonvoting Shares) in proportion to the number of Management Transfer Shares otherwise being purchased by those of such Management Default Offerees who agree to purchase Management Transfer Default Shares, allocated among those electing to purchase in a manner consistent with the allocation provisions of Section 2.3(b). If the Remaining Private Participants Management Default Offerees do not purchase all of the PP Purchase Management Transfer Default Shares, GGS may purchase the remaining Management Transfer Default Shares. Nothing contained herein shall prejudice GGS's right to maintain any cause of action or pursue any other remedies available to it as a result of such default. (f) If at the end of the 30-day period after the giving of the Management Transfer Notice, GGS has not accepted, on behalf of itself (if it elects to purchase Management Transfer Shares) or its designee and/or any purchasing Management Offerees, the offer contained in such Management Transfer Notice as to all of the Management Transfer Shares from the Seller PP within the Remaining PP Purchase Period covered thereby, then the Seller PP shall, within three (3) Transferring Management Investor shall have 30 calendar days of the expiry of the Remaining PP Purchase Period, make an offer by notice in which to AAI for complete the sale of the PP Purchase Management Transfer Shares at to the PP Offer Price Management Purchaser in accordance with the Management Proposal, except where failure to consummate such sale is not caused, in whole or in part, by the Transferring Management Investor (provided that any extension beyond such 30-calendar day period may not extend beyond the period referred to in the last sentence of this Subsection 2(f)). GGS may direct any Management Purchaser to which any Management Transfer Shares are sold by the Transferring Management Investor pursuant to this Section 2.3 to pay, and on the same Transferring Management Investor shall cause such Management Purchaser to pay (and, if such Transferring Management Investor shall receive any of such purchase price directly, such Transferring Management Investor shall pay), to GGS in lieu of such Transferring Management Investor, all or any part of the purchase price for the Management Transfer Shares purchased by such Management Purchaser from the Transferring Management Investor that would be required to be paid to GGS under the terms of the Management Note of the Transferring Management Investor if such amount had been paid directly to the Transferring Management Investor and, in such event, GGS will cancel an equivalent portion of the indebtedness then outstanding under the Transferring Management Investor's Management Note. Promptly after any sale to a Management Purchaser pursuant to this Section 2.3, the Transferring Management Investor shall notify GGS of the consummation thereof and conditions shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as GGS may request. If the sale of the Management Transfer Shares to a Management Purchaser is not completed within 60 calendar days after the first to occur of (i) the expiration of the 30-day period referred to in Subsection 2.3(d) above or (ii) receipt from the Management Transfer Offerees of written notice declining the offer contained in the PP Offer Notice (Management Transfer Notice, the “Second PP Offer Notice”); (v) Subject Transferring Management Investor shall no longer be permitted to receiving the Second PP Offer Notice sell such Management Transfer Shares pursuant to this Section 2.3 without again complying with this Section 2.3 and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, all of the PP Purchase transfer restrictions contained in this Agreement shall again be in effect with respect to all of such Transferring Management Investor's Management Shares, including the Management Transfer Shares. (vig) Transfer Notwithstanding anything to the contrary in this Agreement, any transfer or disposition of all, but not less than all, of the PP Purchase Management Shares to AAI and/or by any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity person (other than GGS) who or which has acquired Management Shares, directly or indirectly, from any inter-se transfer amongst themselves Management Investor (whether pursuant to Article II or their Group Entities)Article III hereof) shall be void and of no effect unless and until the persons acquiring such Management Shares shall have executed and delivered to GGS a pledge in writing, they shall: (i) make an offer in form and substance satisfactory to GGS, pledging, as collateral security for the sale payment of the AAI Purchase outstanding indebtedness of the Management Investor from whom such person directly or indirectly acquired such Management Shares, under such Management Investor's Management Note, that portion, if any, of such Management Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed required to be offered for sale (so pledged under such Management Investor's Stock Pledge Agreement. GGS may, in its sole discretion, waive the “AAI Purchase Shares”requirements of this Section 2.3(g), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition to (a) The Stockholder agrees that he shall not sell, transfer, pledge, hypothecate, or otherwise dispose of (collectively, "transfer") any shares of Common Stock, Preferred Stock or other securities or the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 Company convertible into Common Stock of the OMDA, if at any time, a Private Participant desires to TransferCompany, whether directly now owned or indirectly, any or all of its Equity Shares or voting interests therein owned hereafter acquired by it him (the “Seller PP”"Shares"), then, it shall: (i) make an offer except for the sale of the PP Purchase Shares "Permitted Transfers" (as defined hereunderin paragraph (d) below) or pursuant to this Section 1. Each certificate representing Shares shall include the following legend: "The securities represented hereby are subject to the provisions of a Stock Purchase and Right of First Refusal Agreement, as amended from time to time, by and among the registered owner of this certificate and the Company, a copy of which is on file at the principal office of the Company, with respect to transfers of securities, and no transfer hereof may be made except in accordance with the provisions of said agreement." The Company agrees to use reasonable efforts promptly to retrieve any certificates representing outstanding Shares and to add the foregoing legend to such certificates. (b) If the Stockholder wishes to transfer Shares, other than a s a Permitted Transfer, he shall deliver a written notice (the "Sale Notice") to the other Private Participants (Company setting forth the “Remaining Private Participants”) by a Notice mentioning therein:- (a) identity of the total number of Equity Shares proposed to be offered for sale (transferee and the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving proposed transfer. For 15 days following its receipt of the PP offer Sale Notice, and in accordance with its terms and conditions, the Remaining Private Participants Company shall have the option to purchase between them all, but not less than all, all or any lesser part of the PP Purchase Shares to be transferred (the "Offered Shares") at the price and upon the terms set forth in the Sale Notice. In the event the Company elects to purchase all or any portion of the Offered Shares, proportionately in accordance with their, interit shall give written notice of its election to the Stockholder within such 15-se, respective shareholding in day period and the JVC or in a manner as may be mutually agreed between them, provided that such purchase settlement of the PP Purchase sale of such Offered Shares by the Remaining Private Participants shall not result be made as provided below in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededparagraph (c). (iiic) Transfer of all, but not less than all, The closing of the PP Purchase purchase and sale of the Offered Shares to the Remaining Private Participants shall take place at on a date agreed upon by the same time Stockholder and date at the registered office of the JVC Company, but in any event within thirty (30) 60 days from following the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallSale Notice, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered principal office of the JVC within thirty (30) days from Company. If the Company does not elect to purchase all of the Offered Shares, the Stockholder may transfer the Offered Shares not purchased by the Company at a price and on terms no more favorable to the transferee than those specified in the Sale Notice, during the 120-day period immediately following the date of the Second PP Offer Notice ( Sale Notice. Any Offered Shares not sold or transferred during such 120-day period will again be subject to the “Second PP Purchase Period”);provisions of this Section 1. (viid) If AAI (along with For purposes of this Section 1, a "Permitted Transfer" shall mean a transfer of Shares to or for the benefit of any of AAI Nominees) does not purchase all spouse, child, grandchild, parent or sibling, niece or nephew, or to a trust for their benefit if, following such transfer, voting control over such shares is retained by the PP Purchase transferor; provided that such transferred Shares from shall remain subject to this Section 1 and such permitted transferee shall, as a condition to such transfer, deliver to the Seller PP within the Second PP Purchase Period, then the Seller PP Company a written instrument confirming that such transferees shall be at a liberty to sell, within a period of ninety (90) days bound by all of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entityof this Section 1. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition Affiliates of Sellers own and operate two additional self storage facilities commonly referred to as the requirements set out in Clause 3.6 “Moraga Rent-A-Space” facility and subject always to the lock“Lahaina Rent-in provisions set out under Clause 2.5 A-Space” facility (hereinafter collectively the “ROR Facilities”). Sellers agree that concurrently with the Closing, Sellers’ shall cause the owners of the OMDAROR Facilities to grant Purchaser, if at any timefor a period of two (2) years from the first Closing, a Private Participant desires right of first refusal to Transferpurchase each of the ROR Facilities by a Grant of Right of First Refusal, whether directly or indirectlywhich shall be in a form of Exhibit “K” and executed and recorded at Closing. The Grant of Right of First Refusal shall provide, any or all among other things, that if the owner of its Equity Shares or voting interests therein owned by it an ROR Facility (the “Seller PPROR Owner”), then, it shall: (i) make an receives a bona fide third party offer for to purchase the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants ROR Facility (the “Remaining Private ParticipantsROR Offer”) by that the ROR Owner is prepared to accept, then Purchaser shall have a Notice mentioning therein:- period of time not to exceed ten (a10) business days in which to agree, in writing, to the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice ROR Offer. Purchaser’s failure to exercise its right of first refusal within such ten (10) business day period shall also be sent constitute Purchaser’s election not to AAI; (ii) Subject to receiving acquire the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants applicable ROR Facility in accordance with the AAI terms of such ROR Offer Notice and, thereafter, the right of first refusal shall take place at terminate with respect to such ROR Offer and the same time ROR Owner shall be entitled to sell the ROR Offer in accordance with the provisions of such ROR Offer free and date at clear of any such right of first refusal. Purchaser agrees to promptly execute any and all commercially reasonable instruments and/or documents to confirm the registered office expiration or earlier termination of the JVC within thirty (30)days right of first refusal. Notwithstanding anything to the date contrary contained herein, the parties agree that the right of first refusal shall not apply to the AAI Offer Notice (transfer of any interest in any ROR Facility by an affiliate of Sellers or the “AAI Purchase Period”); (iii) If immediate family of H. Jxxxx Xxxxxx to any lineal descendant of H. Jxxxx Xxxxxx; provided that the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees right of first refusal shall survive such transfer. The right of first refusal granted to Purchaser shall be at a liberty personal to sellPurchaser and shall not be assignable (except to an Affiliate of Purchaser) without the express prior written consent of Seller and the ROR Owners, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price which consent may be withheld in their sole and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityabsolute discretion.

Rights of First Refusal. 3.7.1 (a) Except with the written consent of a Majority In addition Interest, a Shareholder may Transfer all or a portion of his or her Shares only if he/she/it, prior to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 making such Transfer, first offers (an “Offer”) such portion of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PPOffered Interest”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) first to the other Private Participants Shareholders (for purposes of this Section the “Remaining Private ParticipantsShareholders”) by a Notice mentioning therein:- ). The Offer shall be made for (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase proposed Transfer is to occur; or (b) if no proposed Transfer is then contemplated, at the ROFR Price ((a) or (b), as applicable, the “Proposed Price”). The Offer shall be made by notice in accordance with Section 16 hereof, which shall state that the Offer is being made pursuant to this Section and which shall set forth the amount of the Shares are being offered for sale attributable to the Offered Interest, the name or names of the proposed purchaser or purchasers of the Offered Interest (if any), the Proposed Price, method of payment of the Proposed Price (provided that if there is no proposed Offer to purchase the Shares, the Shares shall be purchased on such terms as mutually agreed upon by the selling Shareholder and the buying Shareholder (s), as applicable, provided that if the parties cannot agree, the terms shall be as set forth in Section (b) of this Section 5) (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer NoticeProposed Terms”), and the scheduled date of consummation of the proposed sale. A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Noticewritten offer, and in accordance any proposed sales agreement, from or with its terms and conditions, the proposed purchaser shall be attached to the Offer. The Remaining Private Participants Shareholders shall have the option exercisable during the thirty (30) day period beginning on their receipt of the Offer (the “Option Period”) to accept the Offer on the Proposed Terms (pursuant to an “Exercise Notice”) to purchase between them all, but not less than all, (i) their Pro Rata Portion of the PP Purchase SharesOffered Interest (rounded to the nearest whole Share) and (ii) such additional portion of the Offered Interest designated by the Remaining Shareholders s (an “Additional Portion”). Any two or more Remaining Shareholders may agree among themselves to reallocate the portions of the Offered Interest to be purchased by them from their respective Pro Rata Portions. If any Remaining Shareholder fails to exercise his or her right to purchase its Pro Rata Portion of the Offered Interest (the “Remaining Portion”), proportionately then the Remaining Shareholders that have indicated in their Exercise Notice a desire to purchase an Additional Portion in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase their relative ownership interest of the PP Purchase Shares to the extent of the Additional Portion indicated in their Exercise Notice. The purchase by the Remaining Private Participants Shareholders of the Offered Interest shall not result in only be effective if all of the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededOffered Interest is purchased pursuant to this Section. (iiib) Transfer In the event any Remaining Shareholder (s) exercises his, her, or its right of allfirst refusal as set forth in the proceeding sentence, but not less than all, the purchase price for the applicable Offered Interest shall be paid by each applicable purchasing Remaining Shareholder (s) as follows: a down payment of twenty-five percent (25%) of the PP Purchase Shares to applicable purchase price shall be paid on the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within which falls thirty (30) days from the date end of the PP Offer Notice Option Period (the “Remaining PP Purchase PeriodDown Payment Date”);, with the remaining balance due on the date that is six (6) months from the Down Payment Date. (ivc) If the Remaining Private Participants do Shareholders elect not to purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and Offered Interest in accordance with its termsthis Section, AAI (along with AAI Nominees), shall, then the selling Shareholder may sell not less than all of the Offered Interest at AAI’s option, have the right to purchase allany time within, but not less than allsubsequent to, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days after the lapse of the expiry of the Second PP Purchase Period alloptions granted pursuant to this Section; provided, but not less than allhowever, of the PP Purchase Shares at that such sale must be made to a price not lower than the PP Offer Price third party purchaser and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI terms specified in the Offer Notice notice. Notwithstanding the above, no Transfer shall take place at be made if such Transfer does not comply with the same time Transfer Conditions defined in Section 8(b) or if the Transfer would be prohibited under Section 3. (d) The selling Shareholder will be responsible for the payment of any and date at all expenses incurred by the registered office selling Shareholder in the exercise of the JVC within thirty (30)days rights specified in this Section 5 and the sale of the date of the AAI Offer Notice (the “AAI Purchase Period”);his or her Shares. (iiie) If Notwithstanding the Private Participants do foregoing, no rights under this Section 4 shall apply with respect to any Permitted Transfer. (f) Notwithstanding the foregoing, in the event the Company determines not purchase all to exercise the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees Company Option (as defined in Section 7), a Repurchase Event shall be at a liberty treated for all purposes as an Offer for the Shareholder (or Shareholder’s Representative, as applicable) to sell, within a period of ninety (90) days of Transfer such Shares pursuant to the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Noticeof this Section 5 and Section 9, to any Entitybelow.

Rights of First Refusal. 3.7.1 In addition So long as Buyer owns, legally or beneficially, any of the Convertible Debentures, the Company shall not raise additional capital from any Person, including any current or former officers or directors of the Company, current or former shareholders and/or investors of the Company, underwriters, brokers, agents or other third parties, by the issuance or sale of any securities of the Company, including shares of any class of Common Stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of Common Stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) (any such additional capital raise hereinafter referred to as a "Future Offering"), unless the Company shall have first delivered to Buyer, at least twenty (20) days prior to the requirements set out in Clause 3.6 and subject always to closing of such Future Offering, written notice describing the lock-in provisions set out under Clause 2.5 proposed Future Offering ("Notice of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”Offering"), then, it shall: (i) make an offer for including the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith therewith, and providing Buyer an option during the twenty (the “PP Offer Notice”). A copy 20) day period following delivery of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option of Offering to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding securities being offered in the JVC or Future Offering, up to an amount determined by Buyer not greater than on a pari passu basis with the other investors in a manner as may be mutually agreed between themsuch Future Offering, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in contemplated by such Future Offering. In the PP Offer Notice (event the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI of a proposed Future Offering are amended in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale respect after delivery of the AAI Purchase Shares (as defined hereunder) Notice of Offering to Buyer, the Private Participants by Company shall deliver a new notice mentioning therein:- (a) to Buyer describing the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other amended terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who proposed Future Offering and Buyer thereafter shall have an option during the option twenty (20) day period following delivery of such new notice to purchase between them allthe securities being offered, but up to an amount determined by Buyer not less greater than allon a pari passu basis with the other investors in such Future Offering, of on the AAI Purchase Sharessame terms as contemplated by such proposed Future Offering, proportionately as amended. Notwithstanding anything contained in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares this Section 7.10 to the Private Participants contrary, Buyer's right of first refusal rights on Future Offerings as set forth in accordance with the AAI Offer Notice this Section 7.10 shall take place at the same time and date at the registered office only be applicable to Future Offerings of the JVC within thirty Five Million Dollars (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii$5,000,000) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sellor more closing on or after January 30, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity2010.

Rights of First Refusal. 3.7.1 In addition (a) If all or any portion of the Assets is subject to a Right of First Refusal, then Seller shall promptly serve all notices as are required thereunder and shall otherwise comply with the provisions thereof. Schedule "O" of this Agreement sets forth all Rights of First Refusal pertaining to the requirements set out in Clause 3.6 and subject always Properties. The Allocated Values for such Properties shall be used for the purposes of Rights of First Refusal notices. Unless otherwise agreed by Purchaser, each such notice shall include a request for a waiver of any Right of First Refusal to the lock-in provisions set out under Clause 2.5 purchase any of the OMDAProperties. (b) Purchaser may not waive the existence or operation of any Right of First Refusal. If a Right of First Refusal is exercised, if the Properties which are subject thereto shall not be sold to Purchaser pursuant hereto but shall be deleted from and cease to be subject to this Agreement but Purchaser shall nevertheless purchase the Properties which are not subject to such exercised Rights of First Refusal. If Closing shall not have occurred by January 31, 2008 because not all Rights of First Refusal have been exercised or waived by the holders thereof or the time periods within which such rights may be exercised shall not have expired, Seller shall have the right, at its sole discretion, to exclude any timeProperty(ies) affected by such Right(s) of First Refusal from this Agreement, but, in such case, Purchaser shall nevertheless purchase the Properties which are not so excluded from this Agreement. (c) If a Private Participant desires particular Property is excluded from the Closing pursuant to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall:Section 12.2(b): (i) make an offer for the sale term "Assets", "Leases", "Mineral Rights", "Xxxxx", “Hydrocarbons”, “Real Property”, “Equipment”, “Pipelines”, “Easements”, “Contracts”, “Imbalances” and "Records" shall be construed as meaning only that portion of the PP Purchase Shares (as defined hereunder) subject matter of those terms with respect to which Closing occurs and the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed Schedules shall be deemed to be offered for sale (revised to reflect the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”deletion of such Assets therefrom; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.and

Rights of First Refusal. 3.7.1 In addition to From and after the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 date of the OMDANotice (the ----------------------- "Notice Date"), if at any timethe Corporation and the Remaining Shareholders shall have options to purchase the Offered Shares, a Private Participant desires to Transferupon the terms set forth in Section 3.3 hereof, whether directly or indirectlyexercisable in the order of priority and within the time periods set forth below, any or provided, however, that unless the exercise of the option(s) set forth in this Section 3.2 result in the purchase, in the aggregate, of all of its Equity Shares or voting interests therein owned by it (the “Seller PP”)Offered Shares, then, it shall:the exercise of such option(s) shall be null and void. (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) For a period of thirty-five (35) days after the total number of Equity Shares proposed to be offered for sale Notice Date (the “PP Purchase Shares”"Corporation's Option Period"), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants Corporation shall have the option to purchase between them acquire all or any portion of the Offered Shares (the "Corporation's Option"). The Corporation shall exercise the Corporation's Option, if at all, but not less than all, of by giving written notice to that effect to the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by Offering Shareholder and the Remaining Private Participants shall not result in Shareholders within the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededCorporation's Option Period. (iiib) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within For a period of ninety twenty-five (9025) days following the first to occur of (i) the expiration of the expiry of Corporation's Option Period without the Second PP Purchase Period all, but Corporation exercising its option or (ii) the Corporation's written notice to the Offering Shareholder and the Remaining Shareholders that it will not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer purchase any or all of Equity the Offered Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entitiesthe "Remaining Shareholders' Option Period"), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who Remaining Shareholders shall have the option to acquire all of the Offered Shares not being purchased by the Corporation (the "Remaining Shareholders' Option"). In the event that more than one of the Remaining Shareholders exercises the Remaining Shareholders' Option, then unless otherwise agreed, each such Remaining Shareholder must purchase between them that percentage of the Offered Shares not being purchased by the Corporation equal to his proportionate ownership of the shares owned by all of the electing Remaining Shareholders. Each Remaining Shareholder shall exercise the Remaining Shareholders' Option, if at all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided by giving written notice to that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares effect to the Private Participants in accordance with Corporation, the AAI Offer Notice shall take place at other Remaining Shareholders, and the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees Offering Shareholder within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Remaining Shareholders' Option Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition If the Purchaser desires to accept an offer (which must be in writing and for cash, be irrevocable by its terms for at least 60 days and be a bona fide offer as determined in good faith by the requirements set out in Clause 3.6 and subject always Board or the Executive Committee thereof) from any prospective purchaser to the lock-in provisions set out under Clause 2.5 purchase all or any part of the OMDA, if Shares at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein time owned by it him, he shall give notice in writing to Worldwide and Xxxxxxx, Dubilier & Rice Fund V Limited Partnership (the “Seller PP”), then, it shall: "CD&R Fund") (i) make an offer for designating the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”)sold, (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject naming the prospective purchaser of such Shares and (iii) specifying the price (the "Offer Price") at and terms (the "Offer Terms") upon which he desires to receiving sell the PP offer Noticesame. During the 30-day period following receipt of such notice by Worldwide and the CD&R Fund (the "First Refusal Period"), and in accordance with its terms and conditions, the Remaining Private Participants Worldwide shall have the option right to purchase between them all, from the Purchaser all (but not less than all, ) of the PP Purchase SharesShares specified in such notice, proportionately in accordance with theirat the Offer Price and on the Offer Terms. Worldwide 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 Worldwide fails to exercise such right within the First Refusal Period, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such CD&R Fund shall have the right to purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. all (iii) Transfer of all, but not less than all, ) of the PP Purchase Shares to the Remaining Private Participants shall take place specified in such notice, at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shallTerms, at AAI’s option, have any time during the right to purchase all, but not less than all, period beginning on the earlier of (x) the end of the PP Purchase Shares. First Refusal Period and (viy) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of receipt by the CD&R Fund of written notice that Worldwide 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 Purchaser given at any time during the applicable period. If such right is exercised, Worldwide or the CD&R Fund, as the case may be, shall deliver to the Purchaser a certified or bank check for the Offer Price, payable to the order of the Purchaser, against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser. If such right shall not have been exercised prior to the expiration of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Refusal Period, then at any time during the Seller PP shall be at a liberty to sell, within a period of ninety (90) 30 days of following the expiry expiration of the Second PP Purchase Period allRefusal Period, the Purchaser may sell such Shares to (but not less than all, of only to) the PP Purchase Shares intended purchaser named in his notice to Worldwide and the CD&R Fund at a price not lower than the PP Offer Price and on terms the Offer Terms specified in such notice, free of all restrictions or obligations imposed by, and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to free of any Entity. 3.7.2 If at any timerights or benefits set forth in, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ themSections 5 through 8, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than allinclusive, of the AAI Purchase Sharesthis Agreement, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase 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 Sections 3(f)(i) and 3(f)(iii), the first sentence of Section 3(g) and Section 3(h), pursuant to an instrument of assumption satisfactory in substance and form to Worldwide. The right of the AAI Purchase Purchaser to sell Shares by set forth in this Section 5(a), subject to the Private Participants rights of first refusal set forth in this Section 5(a), shall be suspended during the Option Periods referred to in Section 6 hereof, but the provisions of Section 6 shall not result in otherwise restrict the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, ability of the AAI Purchase Shares Purchaser to sell the Shares, whether before or after such Option Periods, pursuant to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered subject to the Private Participants restrictions set forth in the AAI Offer Notice, to any Entitythis Section 5(a).

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, (a) If a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it Member (the “Seller PPTransferor”) receives a bona fide offer (the “Offer”) from any other Person (the “Transferee”) to purchase all or any portion of or any interest or rights in the Transferor’s Units (the “Transferor’s Interest”), thenwhich Offer the Transferor is willing to accept, it shallthen prior to any Transfer, the Transferor shall give written notice (the “Transfer Notice”) to the Company and the other Members, which shall contain each of the following: (i) make an offer The Transferee’s identity; and (ii) A true and complete copy of the Offer. (b) The Company shall have the first option to purchase the Transferor’s Interest at the price set forth in the Offer (the “Transfer Purchase Price”), which Transfer Purchase Price shall be payable on the terms of payment set forth in the Offer. Any exercise of the Company’s option shall require the approval of the Members holding at least a Majority Interest. (c) The Company’s option shall remain open for a period ending at 11:59 p.m. local time at the Company’s principal office on the sixtieth (60th) day following the date the Transfer Notice is given by the Transferor to the Company (the “Company Offer Period”). If not exercised by the Company, the remaining Members (the “Remaining Members”) shall have the second option to purchase the Transferor’s Interest in the proportion that their respective Unit ownership bears to the total Unit ownership of all of the Remaining Members who desire to exercise such option. The Remaining Members’ option shall remain open for a period ending at 11:59 p.m. local time at the Company’s principal office on the forty-fifth (45th) day following the expiration of the Company Offer Period (the “Remaining Member Offer Period”). If any of the Remaining Members exercise their option, then their exercise notice shall fix a closing date for the purchase, which date shall not be earlier than ten (10) days nor more than ninety (90) days after the expiration date of the Remaining Member Offer Period. (d) The Transfer Purchase Price to be paid shall be paid in accordance with the payment terms set forth in the Offer; provided, however, and notwithstanding anything contained herein to the contrary, if the Offer contemplates the sale of the PP Purchase Shares (as defined hereunder) Transferor’s Interest to be paid in property other than cash or promissory notes of the Transferee, then, to the extent that the Transfer Purchase Price so contemplates such other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditionsproperty, the Remaining Private Participants applicable purchasing Member(s) shall have the option right to purchase between them allsubstitute, but in lieu of such other property, cash in an amount equal to the fair market value of such other property, the value of which, if not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between themupon, provided that shall be determined by a mutually agreed upon appraiser. If the fair market value of such purchase of other property is not mutually agreed upon and is instead determined by a mutually agreed upon appraiser, then the PP Purchase Shares by the Remaining Private Participants applicable closing date shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within be thirty (30) days from after the date the fair market value of such other property is determined. (e) If neither the Company nor any Remaining Member exercises the options within the times and in the manner specified in this Section 7.2, then the Transferor may, for a period of thirty (30) days after the expiration of each of the PP Company Offer Notice Period and the Remaining Member Offer Period (the “Remaining PP Purchase Free Transfer Period”); (iv) If , Transfer the Remaining Private Participants do not purchase all Transferor’s Interest to the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallTransferee, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price same or greater price and otherwise on the same terms and conditions as contained set forth in the PP Offer Notice (Offer. The Transfer shall be subject, however, to the “Second PP Offer Notice”); (v) Subject to receiving Conditions of Transfer set forth herein. If the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) Transferor does not purchase all Transfer the PP Purchase Shares from the Seller PP Transferor’s Interest within the Second PP Purchase Free Transfer Period, then the Seller PP shall be at a liberty to sell, within a period Transferor must again comply with the provisions of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI this Section 7.2 in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire order to Transfer any of the Transferor’s Interest. (f) Any Transfer by the Transferor after the last day of the Free Transfer Period or all without strict compliance with the terms, provisions and conditions of Equity Shares this Section 7.2 shall be null and void and of no force or voting interests therein owned by it/ themeffect. (g) Any Transferee that acquires Units, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities)the Members as of the date of this Agreement, they shallshall only become a Member if the: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) Members owning at least a Majority Interest agree in writing to the Private Participants by Transferee becoming a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”)Member, (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as consent may be mutually agreed between them provided that such purchase of the AAI Purchase Shares withheld by the Private Participants shall not result Members in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededtheir sole and absolute discretion; (ii) Transfer of all, but not less than all, of The Transferee executes and delivers such documents as the AAI Purchase Shares Members and the Company may reasonably require to make the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”);Transferee a party to this Agreement; and (iii) If The Transfer to the Private Participants do not purchase all Transferee otherwise strictly complies with the AAI Purchase Shares from AAI and/or AAI Nominees within terms, provision and conditions of this Section 7.2, including, without limitation, the AAI Purchase Period then AAI and/or AAI Nominees Conditions of Transfer. (h) Each Member hereby acknowledges the reasonableness of the prohibitions contained in this Section 7.2 in view of the purpose of the Company and the relationship of the Members. The Transfer of any Membership Interest in violation of the prohibitions contained in this Section 7.2 shall be at deemed null and void and of no force or effect. Any Person to whom a liberty Membership Interest is attempted to sellbe Transferred in violation of this Section 7.2 shall not be entitled to Vote on matters coming before the Members, within a period of ninety (90) days participate in the management of the expiry Company, act as an agent of the AAI Purchase PeriodCompany, all but not less than all, receive distributions from the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants Company or have any other rights in the AAI Offer Notice, or with respect to any EntityMembership Interest.

Rights of First Refusal. 3.7.1 In addition (a) Any Participant (a “Transferring Participant”) desiring to make a Transfer of all or any portion of its Participation Interests (including any Participation Interests acquired after the date hereof) pursuant to a Bona Fide Offer shall first deliver to the requirements set out in Clause 3.6 Company and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Participant (the “Remaining Private ParticipantsParticipant”) by a Notice mentioning therein:- (a) the total number Participant’s Offer in respect of Equity Shares proposed to be offered for sale such Participation Interests (the “PP Purchase SharesOffered Participation Interests”), . (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer NoticeThe Remaining Participant may, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Participant First Refusal Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallafter receipt of any Participant’s Offer, within three (3) days of the expiry of the Remaining PP Purchase Periodelect, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI NomineesSection 4.4(d), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase SharesOffered Participation Interests for the purchase price and on the payment terms set forth in the Offer. (vic) Transfer In the event that the Remaining Participant does not elect to purchase all of the Offered Participation Interests within the Participant First Refusal Period, the Company may within three days after the expiration of the Participant First Refusal Period elect to purchase all, but not less than all, of the PP Purchase Shares to AAI and/or any of Offered Participation Interests for the AAI Nominees shall take place at purchase price and on the same time and date at payment terms set forth in the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”);Participant’s Offer. (viid) If AAI (along with Acceptance of any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP Participant’s Offer shall be at evidenced by a liberty writing or writings signed by the Remaining Participant or the Company. The Transferring Participant shall assign its Participation Interests to sellthe Remaining Participant or the Company, within as the case may be, free and clear of all liens and encumbrances whatsoever by entering into a period of ninety participation interest purchase agreement and perform any and all actions required under applicable law in order to assign its Participation Interest (90) days of the expiry of the Second PP Purchase Period allincluding, but not less than alllimited to, notary certification of the PP Purchase Shares at a price not lower than participation interest purchase agreement and notary certification of the PP Offer Price application). The closing of the purchase and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares Participation Interests pursuant to this Section 4.4 shall occur on the date specified in the Participant’s Offer, which shall be within fifty (as defined hereunder50) to days after the Private Participants by a notice mentioning therein:- (a) Remaining Participant’s or the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy Company’s receipt of the AAI Offer Notice Participant’s Offer. The purchase price shall be sent to each Private Participantpaid by wire transfer of immediately available funds, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap unless it is being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants paid in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office payment terms of the JVC within thirty Bona Fide Offer. (30)days e) In the event that the Company or the Remaining Participant does not elect to purchase all of the date Offered Participation Interests as set forth above and the Participant’s Offer was not revoked upon the Remaining Participant’s consent, all of the AAI Offered Participation Interests may be Transferred by the Transferring Participant to the Bona Fide Third Party on the terms set forth in the Bona Fide Offer Notice free of the rights of first refusal set forth in this Section 4.4 within sixty (60) Business Days of the “AAI Purchase Period”); (iii) If delivery of the Private Participants do Participant’s Offer, on terms no more favorable to the Bona Fide Third Party than those described in the Participant’s Offer and applicable Bona Fide Offer. In the event that the Transfer pursuant to the Bona Fide Offer is not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sellconsummated, within a period of ninety such sixty (9060) days of the expiry of the AAI Purchase Period, all but not less than allBusiness Day period, the AAI Purchase Shares at a price not lower than Company and the AAI Offer Price and on terms and conditions not more favourable than those offered Remaining Participant shall have the right, pursuant to the Private Participants in the AAI Offer Noticeterms of this Section 4.4, to purchase such Offered Participation Interests in any Entitysubsequent attempted Transfer.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements terms and conditions set out forth in Clause 3.6 this Section 12.01 and subject always to the lock-in provisions set out provided that no Event of Default under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”Sections 9.01(a), (bc), (d), (e), (g) or (h) with respect to the price subject Leased Property has occurred (and with respect solely to an Event of Default under Section 9.01(a), is continuing at which the PP Purchase Shares are being offered for sale time of such exercise or at the expiration of this Agreement or the individual Lease), Tenant shall have a right of first refusal (the “PP Offer Price”; and "PURCHASE REFUSAL RIGHT") to purchase any Leased Property (including any Leased Property owned by an Affiliate of Landlord). So long as no Event of Default under Sections 9.01(a), (c), (d), (e), (g) any other terms and conditions in connection therewith or (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (iih) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares respect to the Remaining Private Participants shall take place subject Leased Property has occurred (and with respect solely to an Event of Default under Section 9.01(a), is continuing at the same time and date of such exercise or at the registered office expiration of this Agreement or the JVC within individual Lease), if, during the Term or any Renewal Term and for a period of thirty (30) days from following termination of a Lease (other than as a result of the exercise by Landlord of its rights or remedies under this Agreement), Landlord or any Affiliate of Landlord receives a bona fide third party offer to transfer any Leased Property, then, prior to accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant and, if the Lease applicable to such Leased Property so provides, to any other party so designated by Tenant ("LANDLORD'S NOTICE"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right and thereafter, Landlord or its Affiliates may transfer such Leased Property; provided, however, that the transfer of the Leased Property is at a price equal to or greater than the price contained in the Landlord's Notice, and otherwise consistent in all material respects with the terms and conditions set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the event that Landlord fails to transfer the Leased Property within one year following the date of Landlord's Notice. In the PP Offer Notice event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, (the “Remaining PP Purchase Period”); (iva) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and Tenant shall acquire such Leased Property on the same terms and conditions and subject to all time periods and other limitations as contained provided in the PP Offer Landlord's Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and provided, however, Tenant shall in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, all events have the right to purchase all, but not less than all, one hundred twenty (120) days to close its acquisition of the PP Leased Property following its written notice exercising its Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group EntitiesRefusal Right), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), and (b) concurrently with such acquisition, the price at which Lease of such Leased Property shall terminate (but Tenant shall remain liable to pay any accrued Rent due and payable on the AAI closing date with respect to such Leased Property and all indemnifications and other provisions that survive the expiration of the individual Lease or of this Agreement shall continue in effect), and this Agreement shall be appropriately amended to reflect the termination of such Lease. Notwithstanding the foregoing provisions, the Purchase Shares are being offered for sale (Refusal Right shall not be applicable to any transfer of a Leased Property to any Affiliate of Landlord, so long as such Affiliate acquires such Leased Property subject to the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”)Purchase Refusal Right. A copy "TRANSFER" is any direct or indirect sale, conveyance or other disposition, including any transfer of the AAI Offer Notice shall be sent to each Private Participanta controlling ownership interest in any owning partnership, who shall have the option to purchase between them alllimited liability company or corporation, but not less than all, and including any lease with a term in excess of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; five (ii5) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityyears.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to event that any Seller (including Parent) receives a "Competing Offer" (as defined below), for the lock-in provisions set out under Clause 2.5 Business or the business of the OMDAParent and its subsidiaries (as a whole, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall:"Coram Business"): (i) make an offer for Such Seller shall promptly deliver to Buyer a notice (the sale "Notice of Competing Offer") of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith of (the “PP Offer Notice”). A and, if applicable, provide Buyer with a copy of the PP Offer Notice shall also be sent to AAI;of) such Competing Offer. (ii) Subject Within three (3) business days of receipt of the Notice of Competing Offer, Buyer may elect to purchase the Business or the Coram Business, as the case may be, on the same terms and subject to the same conditions as such Competing Offer; provided, however, if the consideration or any portion of the consideration to be paid by the proposed purchaser (the "Proposed Purchaser") for the Business or the Coram Business, as the case may be, consists of consideration other than cash (the "Proposed Non-cash Consideration"), then the board of directors of Parent (the "Parent Board") shall, in lieu of receiving the PP offer NoticeProposed Non-cash Consideration, and in accordance with its terms and conditions, elect to receive from Buyer: i. cash equal to the Remaining Private Participants shall have the option to purchase between them all, but not less than all, Fair Market Value of the PP Purchase Shares, proportionately in accordance with their, interProposed Non-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from cash Consideration on the date of the PP Offer Notice Competing Offer; or An election to purchase the Business or the Coram Business, as the case may be, shall be made by written notice (the “Remaining PP Purchase Period”); (iv"Acceptance") to Parent. If Parent does not receive the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, Acceptance within three (3) business days after the Notice of Competing Offer is given to Buyer in accordance with Section 11.3 hereof, Buyer shall be deemed not to have elected to purchase the Business or the Coram Business, as the case may be, and Parent and Sellers may dispose of the expiry of Business or the Remaining PP Purchase PeriodCoram Business, make an offer as the case may be, pursuant to the Competing Offer. If the Acceptance is timely delivered as set forth herein, Buyer and Sellers shall be obligated to consummate the transaction contemplated by notice the Competing Offer on and subject to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions thereof. Parent and Sellers shall not permit a binding Competing Offer to be accepted unless and until Buyer's rights under this Section 6.2(d) with respect to such Competing Offer shall have lapsed. Without limiting the foregoing, Buyer agrees to use its reasonable commercial efforts to advise Parent as contained in to whether or not Buyer will be delivering an Acceptance as promptly as possible following Buyer's receipt of the PP Offer Notice of Competing Offer. The rights of Buyer under this Section 6.2(d) shall terminate on the earlier of (i) the “Second PP Offer Notice”); Closing Date and (vii) Subject to receiving the Second PP Offer Notice and a termination of this Agreement in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition (a) Subject to the requirements set out in Clause 3.6 and subject always Section 2.6, should any Stockholder desire to the lock-in provisions set out under Clause 2.5 effect a Transfer of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all shares of its Equity Shares or voting interests therein owned by it Capital Stock (the “Seller PPROFR Shares”) pursuant to a bona fide offer for cash or Acceptable Securities from another Person (an “Acquisition Proposal”), thensuch Stockholder (the “ROFR Transferor”) shall promptly give notice (the “ROFR Notice”) thereof to the Company and SCF. The ROFR Notice shall set forth the following information in respect of the proposed Transfer: (i) the name and address of the prospective acquiror, it shall:(ii) each Person that Controls the prospective acquiror, (iii) the number and type of ROFR Shares and (iv) the purchase price. The consideration for any Transfer under this Section 2.3 must be cash and/or Acceptable Securities only. (i) make The Company shall have an offer optional preferential right, for a period of 20 days after the sale receipt by the Company of the PP Purchase Shares (as defined hereunder) to the other Private Participants ROFR Notice (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase SharesCompany ROFR Acceptance Deadline”), (b) to acquire from the ROFR Transferor, for the per share purchase price at which set forth in the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer ROFR Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, all (but not less than all) of the ROFR Shares, on the terms set forth in this Section 2.3. Any consideration consisting of Acceptable Securities provided in the Acquisition Proposal shall be valued at its Fair Market Value as of the date of the ROFR Notice, and the Company shall pay the Fair Market Value of such Acceptable Securities in cash as part of the purchase price for the ROFR Shares in the event it exercises its purchase right hereunder. The Company shall promptly determine the Company ROFR Acceptance Deadline upon its receipt of the ROFR Notice and shall promptly (within two Business Days of its receipt of the ROFR Notice) give notice thereof and a copy of the ROFR Notice to the ROFR Transferor and SCF. The Company may exercise its right hereunder by giving written notice (the “Company ROFR Acceptance Notice”) to the ROFR Transferor and SCF, on or before the Company ROFR Acceptance Deadline, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. Company’s election to acquire all (iii) Transfer of all, but not less than all, ) of the PP Purchase ROFR Shares. (ii) If the Company provides written notice that it will not exercise its right to purchase the ROFR Shares pursuant to Section 2.3(b)(i), or if the Remaining Private Participants 20 day period provided in Section 2.3(b)(i) for the Company’s election thereof expires without any such election (such decline or expiration, the “Company Non-Exercise Event”), then SCF shall take place at have an optional preferential right, for a period of five days after the same time and date at the registered office occurrence of the JVC within thirty (30) days from the date of the PP Offer Notice Company Non-Exercise Event (the “Remaining PP Purchase PeriodSCF ROFR Acceptance Deadline”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares , to acquire from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallROFR Transferor, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained per share purchase price set forth in the PP Offer Notice ROFR Notice, all (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, ) of the PP Purchase ROFR Shares. (vi) Transfer , on the terms set forth in this Section 2.3. Any consideration consisting of all, but not less than all, of Acceptable Securities provided in the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP Acquisition Proposal shall be valued at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (its Fair Market Value as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer ROFR Notice, to any Entity.and SCF shall pay the Fair Market Value of such Acceptable

Rights of First Refusal. 3.7.1 In addition (a) Subject to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDASection 7.3 hereof, if at any time, time an Other Shareholder or a Private Participant desires Permitted Transferee of an Other Shareholder wishes to Transfer, whether directly Transfer all or indirectly, any or all portion of its Equity Common Shares or voting interests therein (“Shares”) owned by it (the “Seller”) for cash pursuant to the terms of a bona fide offer received from a third party, such Seller PPshall submit to each Investor Holder such offer in writing to sell such Shares (the “Offered Shares”) on terms and conditions, including price, on which such Seller proposes to sell such Shares to such third party (the “Purchase Offer”), then, it shall: . The Purchase Offer shall disclose (i) make an offer for the sale identity of the PP Purchase proposed purchaser or transferee, (ii) the Offered Shares proposed to be sold or transferred, (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (aiii) the total number of Equity Shares proposed to be offered for sale (owned by the “PP Purchase Shares”)Seller, (biv) the agreed terms, including price at which of the PP Purchase Shares are being offered for sale (the “PP Offer Price”; or transfer, and (c) any other material facts relating to the sale or transfer. The Purchase Offer shall further state that each Investor Holder may acquire, in accordance with the provisions of this Section 7.2, the Offered Shares for the same price and upon the same terms and conditions in connection therewith (the “PP set forth therein. The Purchase Offer Notice”). A copy of the PP Offer Notice shall also provide that, in order for the Purchase Offer to be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditionseffective, the Remaining Private Participants shall have the option to Investor Holders must purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer an aggregate of all, but not less than all, of the PP Purchase Shares Offered Shares. Each Investor Holder shall have the right to the Remaining Private Participants shall take place at the same time and date at the registered office purchase that number of the JVC within 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 from the date after receipt of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not 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 PP Purchase Shares from Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller PP within and such Investor Holder for the Remaining PP Purchase Period 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 PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by shall give prompt written notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price each Investor Holder who has elected to purchase its Pro Rata Share, and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, 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, but not less than all, all or part of the PP Offered Shares covered by the Purchase SharesOffer, such Investor Holder shall individually communicate in writing such election to purchase to the Seller. (vib) Transfer Transfers of all, but not less than all, Shares under the terms of Section 7.2 shall be made at the offices of the PP Purchase Shares to AAI and/or any Company on a mutually satisfactory Business Day within 90 days after the expiration of the AAI Nominees last applicable period described in Section 7.2(a). Delivery of certificates or other instruments evidencing such Shares together with a duly endorsed instrument of transfer for the Transfer shall take place at the same time and be made on such date at the registered office against payment of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”);purchase price therefor. (viic) If AAI (along with any of AAI Nominees) does In the event that the Investor Holders, taken together, do not purchase all the PP Purchase Offered Shares from offered by Seller pursuant to Section 7.2, the Offered Shares may be sold by such a Seller PP to the third party purchaser at any time within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period allafter such applicable fifteen (15) or five (5) day period referenced in Section 7.2(a) has expired, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) subject to the Private Participants by a notice mentioning therein:- (a) the number provisions of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.Section 7.3

Rights of First Refusal. 3.7.1 In addition (i) If the Delek Member receives, and desires to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any timeaccept, a Private Participant desires Qualifying Offer from a ready, willing and able Transferee, the Delek Member shall first offer to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it Transfer such Membership Interest (the “Seller PPSubject ROFR Interest”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Rangeland Member. If the Delek Member’s Membership Interest is deemed a Subject ROFR Interest pursuant to Section 3.7(f) or (g), then the Delek Member shall comply with this Section 3.7(e). Any such offer shall be made in the form of an irrevocable written notice (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent ) to AAI; Transfer all (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, ) of the PP Purchase SharesSubject ROFR Interest and shall contain a description of the price and other material terms and conditions of the transaction in which the Delek Member proposes to Transfer the Subject ROFR Interest, proportionately including the name of the ready, willing and able Transferee and the consideration specified, except that in the event that the Subject ROFR Interest was so deemed pursuant to Section 3.7(f) or (g), the Offer Notice shall specify that the consideration to be paid shall be the Fair Market Value of the Subject ROFR Interest. The Rangeland Member shall have 30 days (the “Option Period”) after receipt of the Offer Notice within which to advise the Delek Member whether or not it will acquire the Subject ROFR Interest upon the terms and conditions contained in the Offer Notice. If, within the Option Period, the Rangeland Member elects to acquire the Subject ROFR Interest, then the Rangeland Member and the Delek Member shall close such transaction no later than 60 days after the last day of the Option Period. (ii) The right herein created in favor of the Rangeland Member is an option to acquire all (but not less than all) of the Subject ROFR Interest offered for sale by the Delek Member. If the Rangeland Member declines or fails to elect to acquire all of the Subject ROFR Interest in accordance with theirthis Section 3.7(e), inter-se, respective shareholding the Delek Member may Transfer such Subject ROFR Interest to the Transferee named in the JVC or Offer Notice delivered to the Rangeland Member on terms no more favorable to the Transferee than those described in a manner as may be mutually agreed between them, provided that such purchase Offer Notice. If the Transfer of the PP Purchase Shares by Subject ROFR Interest does not occur in accordance with the Remaining Private Participants shall terms of such Offer Notice within 90 days after the last date of the Option Period, the Delek Member may not result Transfer any of such Subject ROFR Interests without complying again in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededfull with this Section 3.7(e). (iii) Upon consummation of any such Transfer of all(whether to the Rangeland Member or any other Person), but not less than allsuch Transferee, with its Membership Interest, shall automatically become a party to, and be bound by, this Agreement and shall thereafter have all of the PP Purchase Shares rights and obligations of a Member hereunder. Notwithstanding the foregoing, all Transfers pursuant to this Section 3.7(e) must also comply with and be governed by the Remaining Private Participants shall take place at the same time terms, conditions and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”);procedures set forth in Sections 3.6, 3.8 and 3.9. (iv) If Subject to the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days prior written consent of the expiry Delek Member or the Rangeland Member, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed, either Member may assign its rights of the Remaining PP Purchase Period, make an offer by notice first refusal under this Section 3.7(e) to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entityits Affiliates. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 (1) In addition the event that a Shareholder intends to sell his present or future shares in the Company for consideration (purchase / swap / contribution against shareholder’s rights, etc.) the Shareholders (other than the Selling Shareholder) shall have a right of first refusal as set forth in the following provisions to acquire the shares, which the Selling Shareholder intends to sell, at the terms and conditions set forth in the Notification pursuant to Sec. 9 (2) and (3). (2) Within 30 days of receipt of the Notification, each Shareholder (other than the Selling Shareholder), who wishes to exercise a right of first refusal, shall state in writing to the requirements set out in Clause 3.6 and subject always to Selling Shareholder the lock-in provisions set out under Clause 2.5 maximum number of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it shares (the “Seller PPAcquisition Limit”) he is willing to acquire at the terms and conditions set forth in the Notification pursuant to Sec. 9 (2) and (3) (hereinafter: the “Purchase Statement”) with a copy to the chairman of the Company’s supervisory board. Such statement shall be binding in accordance with Sec. 10 (3), then(4) and (5) below. (3) If the aggregate number of shares that all Shareholders (other than the Selling Shareholder) have stated to be willing to acquire within the aforesaid 30-day-period falls short of the aggregate number of shares which the Selling Shareholder intends to sell pursuant to the Notification, it shall:the Selling Shareholder shall inform all other Shareholders accordingly, and no right of first refusal shall apply at all. The Selling Shareholder, subject to the Shareholders’ Tag-Along Rights pursuant to Sec. 11 and the provisions of Sec. 14, shall be entitled to sell his shares, but only in strict accordance with the Notification, within two months upon the lapse of the aforesaid 30-days-period. The purchase agreement between the Selling Shareholder and the purchaser shall be submitted to the chairman of the Company’s supervisory board for review immediately. (4) If the Shareholders (other than the Selling Shareholder) within the 30-day-period set forth in Sec. 10 (2) state to be willing to acquire in aggregate all of, or even more than, the shares which the Selling Shareholder intends to sell pursuant to the Notification, the Shareholders, who have issued a Purchase Statement, shall have (and shall be deemed to have exercised by way of their Purchase Statements) a right of first refusal with regard to all of the shares, which the Selling Shareholder intends to sell. Such right of first refusal shall vest with its holders (and be deemed to be exercised by way of the Purchase Statements) — up to each holder’s Acquisition Limit — pro rata to their shareholdings (including common shares, if any) inter se if and to the extent that more than one Shareholder have issued Purchase Statements. (5) If a right of first refusal applies pursuant to Sec. 10 (4), the Selling Shareholder shall be obliged vis-à-vis each holder of such right of first refusal, and each holder of such right of first refusal shall be obliged vis-à-vis the Selling Shareholder, to sell/purchase and transfer shares in accordance with (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions set forth in connection therewith the Notification pursuant to Sec. 9 (the “PP Offer Notice”2) and (3). A copy of the PP Offer Notice shall also be sent to AAI; , and (ii) Subject the respective Purchase Statement pursuant to receiving the PP offer Notice, Sec. 10 (2) above and in accordance with its terms and conditions, the Remaining Private Participants shall have the option allocation pursuant to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededSec. 10 (4) above. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.

Rights of First Refusal. 3.7.1 In addition (a) Each Stockholder agrees with the other Stockholders that, except with respect to the requirements set out in Clause 3.6 and subject always Transfers permitted pursuant to the lock-in provisions set out under Clause 2.5 of the OMDASection 5.2, if at a Stockholder or any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares Wholly-Owned Affiliates or voting interests therein owned by it Parent Entities wants to Transfer any shares of Voting Stock to any other Person (other than (x) Transfers of Voting Stock to a Restricted Transferee or (y) Transfers of Voting Stock (except Class A Common Stock) to an Affiliate of such Stockholder which is not a Parent Entity or a Wholly Owned Affiliate of a Parent Entity, both of which Transfers are prohibited hereby, and other than 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 pledge, hypothecation or other financing transaction) in a bona fide transaction, such Stockholder, Wholly Owned Affiliate or Parent Entity (the “Seller PP”), then, it shall: (i"OFFEROR") make an offer for the sale shall be entitled to do so provided that such Offeror first offers to sell such shares of the PP Purchase Shares (as defined hereunder) Voting Stock to the other Private Participants Stockholder (with Aspen and Atlantis together with their Wholly Owned Affiliates and Parent Entities being such other Stockholder if AOL, AOLTW or any AOLTW Permitted Assignee or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; and with AOL and AOLTW together with their Wholly Owned Affiliates and Parent Entities constituting such other Stockholder if Aspen or Atlantis or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; such other Stockholder, the "OFFEREE") at the 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 a written notice (the “Remaining Private Participants”"OFFER NOTICE") stating in reasonable detail such price or other consideration and such terms and conditions and identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the shares of Voting Stock. The Offeree shall have a period of thirty (30) days after the receipt of the 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 (30) day period by a Notice mentioning therein:- (a) notice to the total number of Equity Shares proposed Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the expiration or early termination of any waiting period required by any Governmental Authority and the receipt of any required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the giving of such notice. (b) If the Offeree does not exercise its right to purchase all of the shares of Voting Stock offered for sale (pursuant to the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy provisions of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditionsthis Section 5.3, the Remaining Private Participants Offeror of such shares of Voting Stock shall have the option right to purchase between them allsell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all (but not less than all, ) of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase shares of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and Voting Stock on the same terms and conditions as contained including the price or other consideration specified in the PP Offer Notice (the “Second PP Offer Notice”); , free from the restrictions of Section 5.1 of this Agreement (v) Subject to receiving the Second PP Offer Notice for purposes of such specific transaction and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase allpurchasing Person, but not less than allfor purposes of any subsequent transaction or other purchasing Person) in a bona fide transaction, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within 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 such purchaser shall be receiving shares of Voting Stock, other than shares of Class A Common Stock, agree in writing to be bound by all of the expiry 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 Second PP Purchase Period all, but not less than all, restrictions and provisions of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entitythis Section 5.3. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions If the Offeree accepts the offer set forth in connection therewith (the “AAI Offer Notice”). A copy , the purchase price or other consideration per share of the AAI Offer Notice shares of Voting Stock purchased by the Offeree shall be sent the price or other consideration per share offered to each Private Participantbe paid by the prospective transferee described in the Offer Notice, who which price shall have be paid in cash and/or such other consideration, at the option to purchase between them all, but not less than all, election of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding Offeree. (d) If the Offeree accepts the offer set forth in the JVC or in a manner as may be mutually agreed between them provided that such purchase Offer Notice, the closing of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice purchase shall take place at the same time and date at the registered principal office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees Company or such other location as shall be mutually agreeable to the Offeror and Offeree, and the purchase price shall be paid at a liberty to sell, within a period the closing by wire transfer of ninety (90) days of immediately available funds or in such other appropriate form if for consideration other than cash. At the expiry of the AAI Purchase Period, all but not less than allclosing, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered Offeror shall deliver to the Private Participants Offeree the certificates evidencing the shares of Voting Stock to be transferred, duly endorsed and in negotiable form as well as the AAI Offer Notice, to any Entityitems listed in Section 5.4.

Rights of First Refusal. 3.7.1 In addition 1. The Parties agree the following with respect to the requirements set out in Clause 3.6 and restricted transferability of the shares pursuant to section 6 of the Company's Articles of Association: a) The consent pursuant to section 6 is until December 31, 2010, subject always to the lock-in provisions set out under Clause 2.5 free decision of the OMDAco-shareholder and can be refused until this date without a reason by the latter. The consent is subsequently to be granted if the rights of the party entitled first refusal pursuant to the following ciphers b) and c) are preserved and it is insured that the Buyer or Pledgee takes over all obligations arising from the shareholder relationship, which obligations are incumbent on the Seller towards the Company or its shareholders and an important reason does not oppose the consent. An important reason is, in particular, if at any timethe shares should not be assigned while observing the right of offer standardized under the following cipher b). The consent becomes effective when notified in writing by the Board of Directors to the party wishing to make the sale. b) If a Contractual Party intends to sell shares, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an he must first offer for the sale of the PP Purchase Shares (as defined hereunder) them to the other Private Participants (the “Remaining Private Participants”) Contractual Party by means of a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”), (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP Offer Notice”)written declaration sent by certified post with a receipt report. A copy In deviance from section 8 of the PP Offer Notice shall also Articles of Association the value can be sent determined by the party wishing to AAI; (ii) Subject make the sale. The time period for exercising this right of purchase amounts to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, four weeks as of receipt of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededwritten declaration. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (ivc) If the Remaining Private Participants right of purchase is not exercised, the Contractual Party willing to make the sale can sell to third parties the shares concerned while observing the above regulations and section 6 of the Articles of Association. However, as far as imperative statutory regulations do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for oppose the sale of and the PP Purchase Shares at purchase price falls below the PP Offer Price and on value determined pursuant to the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nomineesaforementioned cipher b), shall, at AAI’s option, have the other Contractual Party again has a right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer first refusal. The right of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall first refusal can be at a liberty to sell, exercised within a period of ninety (90) days four weeks as of receipt of the expiry purchase agreement transmitted by the selling party to the other party by the latter making a written declaration to the selling party. d) The aforementioned provisions of ciphers a) through c) do not apply for assignments or other methods of disposal to affiliated companies in the sense of section 15, AktG. Such methods of disposal to affiliated companies require the prior consent of the Second PP Purchase Period allgeneral assembly which, but however, may only be refused when justified with an important reason. An important reason is, in particular, when the company taking over the shares does not less than all, of have the PP Purchase Shares at necessary financial backing or the specialist knowledge required for a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI successful team in the Second PP Offer Notice Company, and if it cannot be insured that the shares will be transferred back to any Entitythe respective shareholder if the buyer can no longer be considered an affiliated company in the sense of section 15 et seq., AktG. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all e) b) and c) apply correspondingly for a sale of Equity Shares or voting interests therein owned shares by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make means of an exchange provided that the offer for the sale exchange is in cases of b) made in principle against a sum of money and in cases of c) the shareholder with the right of first refusal is entitled to bring an equivalent economic value instead of the AAI Purchase Shares (as defined hereunder) amount agreed in the exchange. 2. If one or more new shareholders are to be integrated in the Company, the Parties can make their consent hereto which is required pursuant to the Private Participants by BVAG Articles of Association depend on the fact that the new shareholder(s) join this consortium agreement. 3. If there is a notice mentioning therein:- (a) the number transfer of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy more than 50 % of the AAI Offer Notice shall be sent direct voting rights for one party to each Private Participant, who shall have the option to purchase between them all, but a company which is not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding affiliated in the JVC sense of section 15 et seq., AktG, or in if there is a manner as may be mutually agreed between them provided that such Change of Control by an otherwise direct purchase of the AAI control in the sense of section 290 et seq., HGB, the other party can demand that all the shares which the first party holds in BVAG are transferred to it. If there is a Change of Control before December 31, 2005, the purchase price for each 0.1 % of the interest in the BVAG share capital shall be the amount which would result as the purchaser price for 0.1 % of the interest in the BVAG share capital if the purchase price for the option pursuant to section 7 of the Share Purchase Shares and Transfer Agreement concluded between the parties had been given for the purchase of 100 % of the shares minus the 5 % discount on this amount. If there is a Change of Control after January 1, 2006, the transfer shall made if a purchase price is paid which corresponds to the market value. The market value is to be determined by an expert opinion drawn up by an independent auditor on the basis of a proper corporate evaluation for companies not listed on the stock exchange (IdW SI-FN8/2000 while using the DCF proceeding). The auditor shall decide on the corporate evaluation and this shall be binding on the Parties. If the Parties cannot agree on an auditor within six (6) weeks after the desire to make the transfer has been expressed, the auditor shall be commissioned by the Private Participants Auditors' Institute in Germany (Institut der Wirtschaftsprufer in Deutschland e. V.) and this shall be binding on the Parties. The Parties shall each bear half of the costs of the auditor. The above regulation shall also apply to SWBS even if less than 50 % of the voting rights for SWBS is transferred to a third party and there is no other purchase of the control in the sense of section 290 et seq., HGB, and, however, the third party is granted the position of a majority shareholder with respect to decisions affecting BVAG in the shareholders' meeting, Supervisory Board and SWBS management. On the other hand, the above regulations shall not result apply to SWBS even if more than 50 % of the direct voting rights for SWBS are transferred or there is another indirect purchase of the control in the Foreign Entities Equity Cap and/or sense of section 290 et seq., HGB, and, however, the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but Purchaser is not less than all, entitled to the majority of the AAI Purchase Shares voting rights with respect to decisions affecting BVAG in the shareholders' meeting, Supervisory Board and SWBS management. The above regulations shall not be applied to the Private Participants Purchaser's shareholders if the voting rights for the Purchaser are transferred completely or partially to the other shareholder or an affiliated company of this other shareholder in accordance with the AAI Offer Notice shall take place sense of section 15 et seq., AktG, or if there is another purchase of the control by one of these companies in the sense of section 290 et seq., HGB, at the same time and date level of TXU Europe Ltd. If the control is changed at the registered office level of the JVC within thirty (30)days shareholders of TXU Europe Ltd., this shall not create the date facts for a Change of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants Control in the AAI Offer Notice, to any Entityabove sense.

Rights of First Refusal. 3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed Neither Executive nor CLI will Transfer any Shares, other than pursuant to be offered for sale (the “PP Purchase Shares”Section 3.1(b), without first giving Auro and the other party hereto prior notice thereof (b) the price at which the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions in connection therewith (the “PP an "Offer Notice”). A copy of ") and the PP Offer Notice shall also be sent to AAI; opportunity (iias hereinafter provided) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than allall such Shares (the "Offered Stock") at a cash price (the "Offer Price"), which, prior to the first Public Offering, shall be equal to the sum of the amount of any cash plus the fair market value of any other consideration offered by the prospective purchaser or other transferee pursuant to a bona fide offer to purchase. The Offer Notice shall constitute an offer (the "Offer") by the party sending the Offer Notice (the "Seller") to sell the Offered Stock at the Offer Price and shall state the identity of the purchaser or Transferee and the terms of the proposed Transfer. (b) The Offer may be accepted within 30 days of receipt by Auro of the Offer Notice and, if accepted, such acceptance shall constitute Auro's binding agreement to purchase the Offered Stock by the later of (i) the date 15 days after such acceptance or (ii) the date by which the prospective purchaser or Transferee would have been obligated to purchase the Offered Stock. If Auro does not accept, the AAI Purchase Shares other party hereto (the "Other Party") may accept the Offer within 45 days of receipt by the Other Party of the Offer Notice and if accepted, such acceptance shall constitute the Other Party's binding agreement to purchase the Offered Stock by the later of (i) the date 30 days after such acceptance or (ii) the date by which the prospective purchaser or Transferee would have been obligated to purchase the Offered Stock. If the Offer is not accepted or the Offered Stock is not purchased as contemplated above, the Seller may Transfer the Offered Stock to such prospective purchaser or Transferee at a price not lower less than the AAI Offer Price and on substantially the same terms and conditions not more favourable than those offered to the Private Participants as described in the AAI Offer Notice. If the Transfer to such prospective purchaser or Transferee is not consummated as contemplated above within 30 days after the expiration of the 45-day offer period or earlier irrevocable rejection of the Offer or failure to purchase the Offered Stock after acceptance of the Offer, no Transfer may be made by Seller without again complying with this Section 3.3. Notwithstanding the foregoing, if the purchase and sale of the Offered Stock is subject to any prior regulatory approval, the time periods specified above within which such purchase and sale must be consummated shall be extended until the expiration of five Business Days after all such approvals shall have been received. (c) If the consideration offered by the prospective purchaser or Transferee includes non-cash consideration, Seller and the Other Party shall negotiate in good faith with a view to agreeing upon the fair market value of such non-cash consideration. If, despite such good faith negotiations, Seller and the Other Party are unable to agree on such fair market value within 15 days following receipt by Auro and the Other Party of the Offer Notice, each of Seller and the Other Party shall, at its own expense, retain an investment banking firm of national reputation to determine such fair market value. If such two investment banking firms do not make substantially similar determinations and neither determination is acceptable to both Seller and the Other Party, then such investment banking firms shall, at the equally shared expense of Seller and the Other Party, retain a third investment banking firm of national reputation to select between the two determinations, which selection shall be binding upon each party. If a determination under this subsection (c) is required, the deadline for acceptance provided for in this Section 3.3 shall be postponed until the expiration of five Business Days after the date of such determination. (d) On and after the date of the first Public Offering, the Offer Price shall be (i) if the Shares are listed or admitted to trading on a national securities exchange or The Nasdaq National Market, the per Share closing price regular way on the principal national securities exchange or The Nasdaq National Market on which the Shares are listed or admitted to trading on the 15th Business Day following the date on which the Offer Notice was received by Auro, or, if no closing price can be determined for such date, the most recent date prior to such date for which such price can reasonably be ascertained (the "Determination Date"), or (ii) if the Shares are not listed or admitted to trading on a national securities exchange or The Nasdaq National Market, the mean between the representative bid and asked per Share prices in the over-the-counter market at the closing on the Determination Date, as reported by The Nasdaq Stock Market or if the Shares are not then quoted by The Nasdaq Stock Market as furnished by any Entitymarket maker selected by Auro, or if no such prices can be determined for such date, the most recent date prior to such date for which such prices can be determined. Within two Business Days after the Determination Date, Auro shall notify Seller and the Other Party whether or not Auro intends to purchase the Offered Stock at the Offered Price. If Auro elects not to purchase the Offered Stock, the Other Party shall within four Business days after the Determination Date notify Seller and Auro whether or not the Other Party intends to purchase the Offered Stock at the Offered Price. The party electing to purchase the Offered Stock shall deliver the Offer Price by certified check or wired funds against delivery of the Duly Endorsed certificates for the Offered Shares within six Business Days of the Determination Date. If both Auro and the Other Party elect not to purchase the Offered Stock, Seller shall be free to sell the Offered Stock during the period of 30 days following the Determination Date. Any Shares not sold during such period shall again be subject to the terms of this Agreement.

Rights of First Refusal. 3.7.1 In addition Subject to the requirements terms and conditions set out forth in Clause 3.6 this Section 7.01 and subject always to the lock-in provisions set out provided that no Event of Default under Clause 2.5 of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants (the “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase Shares”Sections 9.01(a), (bc), (d), (e), (g) or (h) of the price Master Lease with respect to the Leased Property has occurred (and with respect solely to an Event of Default under Section 9.01(a), is continuing at which the PP Purchase Shares are being offered for sale time of such exercise or at the expiration of the Master Lease or this Lease), Tenant shall have a right of first refusal (the “PP Offer Price”; and (c"PURCHASE REFUSAL RIGHT") any other terms and conditions in connection therewith (the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions, the Remaining Private Participants shall have the option to purchase between them all, but not less than all, the Leased Property. If during the Term or any Renewal Term and for a period of the PP Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within thirty (30) days from following termination of the Lease (other than as a result of the exercise by Landlord of its rights or remedies under the Master Lease), so long as no Event of Default under Sections 9.01(a), (c), (d), (e), (g) or (h) of the Master Lease has occurred (and with respect solely to an Event of Default under Section 9.01(a), is continuing at the time of such exercise or at the expiration of the Master Lease or this Lease), Landlord or any Affiliate of Landlord receives a bona fide third party offer to transfer the Leased Property, then, prior to accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant and Tenant's Lender (as defined below) ("LANDLORD'S NOTICE"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right and thereafter, Landlord or its Affiliate may transfer the Leased Property; provided, however, that the transfer of the Leased Property is at a price equal to or greater than the price contained in the Landlord's Notice, and otherwise consistent in all material respects with the terms and conditions set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the event that Landlord fails to transfer the Leased Property within one year following the date of Landlord's Notice. In the PP Offer Notice event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, (a) Tenant shall acquire the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and Leased Property on the same terms and conditions and subject to all time periods and other limitations as provided in Landlord's Notice (provided, however, Tenant shall in all events have not less than one hundred twenty (120) days to close its acquisition of the Leased Property following its written notice exercising its Purchase Refusal Right), and (b) concurrently with such acquisition, this Lease shall terminate (but Tenant shall remain liable to pay any accrued Rent due and payable on the closing date with respect to the Leased Property and all indemnifications and other provisions contained in the PP Offer Notice (Master Lease that survive the “Second PP Offer Notice”); (v) Subject to receiving expiration of this Lease or the Second PP Offer Notice and Master Lease shall continue in accordance with its terms, AAI (along with AAI Nomineeseffect), shalland the Master Lease shall be appropriately amended to reflect the termination of this Lease. Notwithstanding the foregoing provisions, at AAI’s option, have the right Purchase Refusal Right shall not be applicable to purchase all, but not less than all, any transfer of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice Leased Property to any Entity. 3.7.2 If at any timeAffiliate of Landlord, AAI and/or AAI Nominees desire so long as such Affiliate acquires the Leased Property subject to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI this Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”)Refusal Right. A copy "TRANSFER" is any direct or indirect sale, conveyance or other disposition, including any transfer of the AAI Offer Notice shall be sent to each Private Participanta controlling ownership interest in any owning partnership, who shall have the option to purchase between them alllimited liability company or corporation, but not less than all, and including any lease with a term in excess of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; five (ii5) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entityyears.

Rights of First Refusal. 3.7.1 In addition 11.1 The Parties shall not sell, assign, transfer, whether in return for payment or free of charge, convey to the requirements set out capital of another company, transmit, or further, sell or otherwise dispose of their Affected Shares, their Subscription Rights, their securities that grant or may grant the right of vote within the scope of the Company, except if the provisions in this Clause 3.6 and subject always are complied with. 11.2 Should one of the Parties (“Offeror Party”) receive a proposal (“Proposal”) from any of the other Parties or from third parties (“Proponent”) to sell, assign, transfer, whether in return for payment or free of charge, convey to the lock-capital of another company, transmit or, in provisions set out under Clause 2.5 any way, sell or dispose of the OMDA, if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any part or all of its Equity Shares Affected Shares, Subscription Rights, or securities that grant or may grant voting interests therein owned by it rights, the Offeror Party shall send a written notice (the “Seller PPNotice”), then, it shall: (i) make an offer for the sale of the PP Purchase Shares (as defined hereunder) to the other Private Participants Parties (the “Remaining Private ParticipantsOfferee Parties”) immediately after the official acceptance of the Proposal by a Notice mentioning therein:- the competent entity of the Offeror Party, offering them the Affected Shares it intends to dispose of (a"Offered Shares") the total number of Equity Shares proposed Subscription Rights or securities that grant or may grant voting rights it intends to be offered for sale assign (the “PP Purchase Shares”"Offered Rights"), (b) informing the price at which price, currency, place of payment and all the PP Purchase Shares are being offered for sale (the “PP Offer Price”; and (c) any other terms and conditions of the Proposal (including the Proponent’s name, full qualification and commitment of, in connection therewith (the “PP Offer Notice”event of acquisition of the Offered Shares or Offered Rights, adhering to this Agreement). A , and the intent of the Offeror Party to accept the Proposal, a copy of which shall be attached to the PP Offer Notice shall also be sent Notices. 11.3 The Offeror Party may further hold a public or private auction to AAI;offer the Offered Shares and/or Offered Rights that it intends to dispose of or assign, expressly contemplating the application of the Right of First Refusal provided in this Clause in the public notice related to the respective auction. (ii) Subject to receiving the PP offer Notice, and in accordance with its terms and conditions11.3.1 In case of a public or private auction is held, the Remaining Private Participants winning bidder shall submit a proposal under the terms hereby specified to the Offeror Party, so that the Offeror Party can then begin the procedures related to Rights of First Refusal, as provided in this Clause. 11.4 The Offeree Parties shall have the option Right of First Refusal in the acquisition of the Offered Shares and the Offered Rights, according to purchase between them the same terms and conditions of the Proposal, over all Affected Shares, proportionally to the number of Affected Shares they hold, excluding the Affected Shares owned by the Offeror Party. The exercise of the Right of First Refusal shall be subject to the procedures mentioned below. 11.5 Each Offeree Party may only exercise its Right of First Refusal over all, but and not less than all, of the PP Purchase Offered Shares or Offered Rights it is entitled to, according to the proportion rule referred to in item 11.4, without prejudice to the Right of First Refusal over the Remaining Shares, proportionately in accordance with theiras defined below, inter-se, respective shareholding in and the JVC or in a manner as may be mutually agreed between them, provided that such purchase Offeree Party shall not exercise its Right of First Refusal only over part of the PP Purchase Offered Shares by or Offered Rights it is entitled to, pursuant to the Remaining Private Participants shall not result in proportion rule mentioned at the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceededend of item 11.4. (iii) Transfer of all, but not less than all, of the PP Purchase Shares to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC within 11.6 Within thirty (30) days from as of the date of receipt, by the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shall, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and in accordance with its terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the right to purchase all, but not less than allOfferee Parties, of the PP Purchase Shares. Notice sent by the Offeror Party, pursuant to item 11.2, each Offeree Party shall send a written notification (vi“Notification”) Transfer of all, but not less than all, of to the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shallOfferor Party indicating that: (i) make an offer for the sale it wishes to exercise its Right of First Refusal over all of the AAI Purchase Offered Shares (as defined hereunder) and/or Offered Rights it is entitled to, according to the Private Participants by proportion rule mentioned in item 11.4; or (ii) it wishes to waive its Right of First Refusal (considering that the absence of notification within the established period shall be understood as a notice mentioning therein:- (a) waiver of the number Right of Equity First Refusal). 11.7 The Offeree Parties are not allowed to assign the Right of First Refusal, at any time whatsoever, to any other Party or to third parties. 11.8 In the event that one or more Offeree Parties waive their respective Right of First Refusal to the acquisition of the Offered Shares proposed to be offered for sale and/or Offered Rights they are entitled to, the Offered Shares and/or Offered Rights over which the respective Offeree Party has not exercised its Right of First Refusal, (the “AAI Purchase Remaining Shares”), (b) shall be offered only to the price at other Offeree Parties which have notified the AAI Purchase Shares are being offered for sale (Offeror Party according to the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.item

Rights of First Refusal. 3.7.1 In addition Each time a Member proposed to the requirements set out in Clause 3.6 and subject always Dispose of all or any part of such Member’s Membership Interest (or is required by operation of law or other involuntary transfer to the lock-in provisions set out under Clause 2.5 of the OMDAdo so), if at any time, a Private Participant desires to Transfer, whether directly or indirectly, any or all of its Equity Shares or voting interests therein owned by it such Member shall first offer such Membership Interest (the “Seller PPOffered Interest”) to the non-transferring Members in accordance with the following provisions: (a) Such Member shall deliver a written notice to the non-transferring Members (the “Disposition Notice”) stating (i) such Member’s intention to Dispose of the Offered Interest, (ii) the Sharing Ration of the Offered Interest, (iii) the purchase price for which the Member proposes to Dispose of the Offered Interest, and (iv) all other pertinent terms and conditions of such proposed bona fide Disposition. (b) Within sixty (60) days after receipt of the Disposition Notice (the “First Refusal Period”), thenthe non-transferring Members shall have the first right to purchase all but not less than all of such Offered Interest upon the stated purchase price and terms designated in such Disposition Notice and if they so elect, it shall:shall notify the Management Committee in writing (an “Acceptance Notice”) of such election to purchase all or a portion of the Offered Interest. The failure of a non-transferring Member to submit an Acceptance Notice within the applicable period shall constitute an election on the part of that Member not to purchase any of the Offered Interest. If more than one non-transferring Member elects to purchase (the “Electing Members”), each Electing Member shall purchase a portion of the Offered Interest equal to a fraction, the numerator of which is the Electing Member’s Sharing Ratio and the denominator of which is the total of all Electing Member’s Sharing Ratios; provided, however, that the Electing Members may elect to purchase the Offered Interest in some other proportion. If the non-transferring Members elect to purchase the Offered Interest under this Section 12.03, such purchase shall be consummated within ten (10) business days after the end of the First Refusal Period. At the closing of such purchase, the transferring Member shall transfer the Offered Interest to the Electing Members, free and clear of all liens, claims and other encumbrances against payment of the applicable stated purchase price. (c) If the non-transferring Members do not elect to purchase all of the Offered Interest, then the transferring Member may offer to transfer any portion of the Offered Interest within 90 days after the expiration of the First Refusal Period (“Offer Period”), provided such transfer (i) make an offer for is to a person to whom the sale transfer may occur without creating a violation of the PP Purchase Shares Development Agreement and who is suitable for licensure under the Michigan Gaming Control and Revenue Act and is financially capable of performing his/her obligations (as defined hereunder) to the other Private Participants (the a “Remaining Private Participants”) by a Notice mentioning therein:- (a) the total number of Equity Shares proposed to be offered for sale (the “PP Purchase SharesQualified Purchaser”), (bii) the price at which transferring Member receives and provides to the PP Purchase Shares are non-transferring Members, within the Offer Period, (1) a binding purchase offer for the Offered Interest being offered for sale (transferred to the “PP Offer Price”; and (c) any other Qualified Purchaser on terms and conditions in connection therewith (no less favorable than designated on the “PP Offer Notice”). A copy of the PP Offer Notice shall also be sent to AAI; (ii) Subject to receiving the PP offer Disposition Notice, and (2) evidence of escrowed funds sufficient to close the purchase of such Offered Interest, (iii) the transfer is completed after approval by the Gaming Authorities, and (iv) the requirements of Sections 12.01(d) and (e) and 12.02 are met (other than the requirement to obtain written consent of the non-transferring Members). If such Offered Interest is not so transferred, the transferring Member must give notice in accordance with this Section 12.03 prior to any other or subsequent proposed transfer of all or any portion of its terms Membership Interest.” d. Section 4.05(d) shall be amended in its entirety and conditionsread as follows: “During the first ten (10) years following Completion of Construction, the Remaining Private Participants Circus shall have the option receive an annual Management Fee equal to purchase between them all, but not less than all, 1.5% of the PP Purchase Sharesfirst $700 million of approved Project Cost. The Management Fee shall be payable in monthly estimated installments in arrears, proportionately in accordance with theiron or about the tenth day of each calendar month, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them, provided that such purchase of the PP Purchase Shares by the Remaining Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded. (iii) Transfer of all, but not less than all, of the PP Purchase Shares subject to the Remaining Private Participants shall take place at the same time and date at the registered office of the JVC annual adjustment within thirty (30) days from after the end of each Fiscal Year. Notwithstanding the foregoing, the Management Fee shall only be paid in amounts that do not exceed the cumulative distributions to Members of Distributable Cash under Article VI (excluding Tax Distributions) beginning on the date the Management Fee is first payable; provided, however, in the event of dissolution of the PP Offer Notice (the “Remaining PP Purchase Period”); (iv) If the Remaining Private Participants do not purchase all the PP Purchase Shares from the Seller PP within the Remaining PP Purchase Period then the Seller PP shallCompany, within three (3) days of the expiry of the Remaining PP Purchase Period, make an offer by notice to AAI for the sale of the PP Purchase Shares at the PP Offer Price and on the same terms and conditions as contained in the PP Offer Notice (the “Second PP Offer Notice”); (v) Subject to receiving the Second PP Offer Notice and any accrued but unpaid Management Fee would be paid in accordance with its terms, AAI (along with AAI NomineesSection 13.02(b), shall, at AAI’s option, have the right to purchase all, but not less than all, of the PP Purchase Shares. (vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI and/or any of the AAI Nominees shall take place at the same time and date at the registered office of the JVC within thirty (30) days from the date of the Second PP Offer Notice ( the “Second PP Purchase Period”); (vii) If AAI (along with any of AAI Nominees) does not purchase all the PP Purchase Shares from the Seller PP within the Second PP Purchase Period, then the Seller PP shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the Second PP Purchase Period all, but not less than all, of the PP Purchase Shares at a price not lower than the PP Offer Price and on terms and conditions not more favourable than those offered to AAI in the Second PP Offer Notice to any Entity. 3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity Shares or voting interests therein owned by it/ them, to any Entity (other than any inter-se transfer amongst themselves or their Group Entities), they shall: (i) make an offer for the sale of the AAI Purchase Shares (as defined hereunder) to the Private Participants by a notice mentioning therein:- (a) the number of Equity Shares proposed to be offered for sale (the “AAI Purchase Shares”), (b) the price at which the AAI Purchase Shares are being offered for sale (the “AAI Offer Price”; and (c) any other terms and conditions in connection therewith (the “AAI Offer Notice”). A copy of the AAI Offer Notice shall be sent to each Private Participant, who shall have the option to purchase between them all, but not less than all, of the AAI Purchase Shares, proportionately in accordance with their, inter-se, respective shareholding in the JVC or in a manner as may be mutually agreed between them provided that such purchase of the AAI Purchase Shares by the Private Participants shall not result in the Foreign Entities Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded; (ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the Private Participants in accordance with the AAI Offer Notice shall take place at the same time and date at the registered office of the JVC within thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase Period”); (iii) If the Private Participants do not purchase all the AAI Purchase Shares from AAI and/or AAI Nominees within the AAI Purchase Period then AAI and/or AAI Nominees shall be at a liberty to sell, within a period of ninety (90) days of the expiry of the AAI Purchase Period, all but not less than all, the AAI Purchase Shares at a price not lower than the AAI Offer Price and on terms and conditions not more favourable than those offered to the Private Participants in the AAI Offer Notice, to any Entity.