Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.

Right of First Refusal. In the event that, after receiving the consent of the Company and the Required Holders as required by Section 4.2 hereof, on or prior to the Company’s initial Public Offering, any Management Investor proposes to sell any or all of such Management Investor’s Management Securities, such Management Investor shall do so only pursuant to a bona fide written offer from an unaffiliated third party. Prior to any Transfer of Covered Common Stock accepting such offer, the Management Investor will first offer to sell such Management Securities to the Company pursuant to this Section 4.1 of this Agreement, the Shareholder intending to effect 4.3(b). Such Management Investor shall deliver a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such bona fide offer (a “Sale Notice”) to the Company describing in reasonable detail the Management Securities proposed Transfer. In such noticeto be sold, the Shareholder shall (i) represent to Parent that name of the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer transferee, the purchase price and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date all other material terms of the proposed Transfer. Parent Upon receipt of the Sale Notice, the Company, or one or more designee(s) selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the rightright and option to purchase all, but not less than all, of the obligation, Management Securities proposed to buy such shares be sold by the Management Investor at a the price per share equal to the closing price of a share of Company Common Stock and on the business day immediately prior to Parent’s written notice to terms of the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included proposed Transfer set forth in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day Sale Notice. Within 30 days after receipt of the Shareholder’s notice)Sale Notice, the Shareholder Company shall be entitled notify such Management Investor whether or not it or its designee wishes to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent all of the exercise of its rights under this Section 4.2, and Parent shall pay for offered Management Securities. In any case where non-fungible property such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment as real estate constitutes part of the purchase price included in the bona fide offer or where any aspect of the terms of such offer depend on the unique attributes of the proposed transferee or otherwise cannot be precisely and reasonably duplicated by someone other than such affiliate transferee, purchases by the Company or its designee(s) shall be made on terms that constitute the reasonable economic equivalent of the price and terms of such bona fide offer. If the Company or its designee(s) elects to purchase the offered Management Securities, the closing of the purchase and sale of such Management Securities shall be held at the place and on the date established by the buyer in its notice to such Management Investor in response to the ShareholderSale Notice, which in no event shall be less than 10 or more than 60 days from the date of such notice. In the event that the Company or its designee does not elect to purchase all the offered Management Securities, such Management Investor may, subject to the other provisions of this Agreement, sell the offered Management Securities to the transferee specified in the Sale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company or its designee could have elected to purchase the offered Management Securities; provided, however, that no such sale shall be made unless the transferee executes and delivers a joinder to this Agreement satisfactory in form and substance to the Company which joinder states that such transferee agrees to be fully bound by this Agreement as if it were a party hereto. Any such Management Securities not transferred within such 180-day period will be subject to the provisions of this Section 4.3(b) upon subsequent Transfer.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 From the date hereof until the one hundred eightieth (180th) day following the date that all the outstanding principal amount of this AgreementNote is repaid by the Company, upon any financing (a “Subsequent Financing”) by the Company of its common stock or securities convertible or exercisable into shares of common stock, the Shareholder intending Holder shall have the right to participate in up to 100% of such Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Holder a written notice of its intention to effect a Transfer pursuant Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Holder if it wants to Section 4.1 shall provide Parent with written notice at least two Business Days in advance review the details of any such proposed Transfer. In financing (such additional notice, a “Subsequent Financing Notice”). Upon the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date request of the proposed Transfer. Parent Holder, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall have the rightpromptly, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within no later than one Business Day after receipt such request, deliver a Subsequent Financing Notice to the Holder. Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, and attached to which shall be a term sheet or similar document relating thereto. The Holder shall notify the Company by Parent of the Shareholder’s notice 5:00 p.m. (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York City time, ) on a Business Day, otherwise, Parent shall have until the second fifth (5th) Business Day after receipt of the Shareholder’s notice)Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If the Holder fails to notify the Company of its willingness to provide all of the Subsequent Financing, the Shareholder Company may effect the Subsequent Financing. Notwithstanding the foregoing, this Section 5 shall be entitled to sell such not apply in respect of the issuance of (a) shares of Covered Common Stock in order so common stock or options to comply with employees, consultants, officers or directors of the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent Company pursuant to this Section shall be effected within one Business Day after notice any stock or option plan duly adopted by Parent a majority of the Board of Directors of the Company, (b) securities upon the exercise of its rights under or conversion of any convertible securities, options or warrants issued and outstanding on the date of this Section 4.2Note, and Parent shall pay for such shares (c) securities issued pursuant to a merger, acquisition or strategic transaction approved by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment a majority of the purchase price by such affiliate to Board of Directors of the ShareholderCompany (collectively, “Excluded Issuances”).

Right of First Refusal. Prior For a period of twelve (12) months subsequent to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementthe Closing Date, the Shareholder intending Company herby agrees to effect offer to the Lead Underwriter the opportunity to act co-lead manager, underwriter and/or private placement agent and co-bookrunner for any follow-on offerings of common shares of the Company, securities exchangeable or convertible into common shares of the Company. It is understood that the terms and conditions and related fees payable in connection with those services will be negotiated in good faith and be consistent with then prevailing market practice. If the Lead Underwriter does not accept the terms and conditions contained in the Company’s offer, you may engage any other financial institution as manager, underwriter, private placement agent and/or financial advisor (as the case may be, depending on the nature of the transaction) in connection with such transaction, provided that the terms and conditions of any such engagement shall be no more favourable to such other financial institution than the terms and conditions offered by the Company to the Lead Underwriter. The Lead Underwriter shall have a Transfer pursuant to Section 4.1 shall provide Parent with period of three days from the date of receipt of written notice at least two Business Days in advance from the Company of any such proposed Transfer. In such noticefinancing, in which notice the Shareholder Company shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 detail the terms of this Agreement have been satisfied and (ii) state the intended date of the such proposed Transfer. Parent shall have the right, but not the obligationoffering, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s provide written notice to the Shareholders Company that Parent has elected the Lead Underwriter intends to purchase all such shares of Covered Common Stock. If Parent has not exercised exercise its right to purchase participate in such financing. If the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder Lead Underwriter does not give written notice within such three day period, it shall be deemed to have waived its right in respect of Parent’s intent such transaction. Should the Lead Underwriter fail to exercise such right give notice within one Business Day after receipt by Parent three days of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the ShareholderCompany’s notice), the Shareholder Company may then make other arrangements to engage another source to obtain financing on terms no less favourable to the Company for a period of 60 days thereafter. The Lead Underwriter’s waiver of its right in respect of any one or more transactions will not constitute a waiver of its right in respect of any other transaction. If another source is not engaged in connection with a transaction where the Lead Underwriter waives or is deemed to have waived its right within 60 days following the date on which the three day period set forth above expires, the transaction shall be entitled deemed to sell such shares of Covered Common Stock in order so be a new transaction requiring the Company to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after give written notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderLead Underwriter as set forth above.

Right of First Refusal. Prior In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any Transfer financing arrangement wherein advances will be made under the provisions of Covered Common Stock the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Lender of such DIP Financing (the “DIP Financing Notice”) and the Lender shall have the option in its discretion, to (x) become a lender under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lender and any of the lenders under the Scotiabank Facility exercising their right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Scotiabank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Scotiabank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4.1 4(b)(viii) hereof or (B) the Company notifies the Lender of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 material breach of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfersuch breach is not cured. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s Upon written notice to the Shareholders Company from the Lender, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing; provided that Parent has elected to purchase all such shares agreement is entered into within 10 Business Days of Covered Common Stock. If Parent has not exercised its right to purchase receipt by the shares Lender of Company Common Stock included the DIP Financing Notice; provided further that in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent event that the Lender receives the DIP Financing Notice on a date which is less than 10 Business Days prior to exercise such right within one Business Day after receipt by Parent the end of the Shareholder’s notice ROFR Period (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice“Notice Date”), the Shareholder Forbearance Period shall be entitled to sell such shares of Covered Common Stock automatically extended by 10 Business Day period starting from the Notice Date, unless the Lender has provided notice that it will not participate in order so to comply the DIP Financing. Further, concurrently with the matters contemplated by clause (i) execution of Section 4.1. The purchase this Agreement the Company shall provide to the Lender copies of any shares proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of Covered Common Stock by Parent pursuant the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to this Section shall be effected the Lender, within one Business Day business day after notice by Parent receipt, copies of any DIP Financing Proposal that the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderCompany may receive.

Right of First Refusal. Prior to any Transfer The Company agrees that, if, for the period beginning on the Closing Date of Covered Common Stock the offering and ending eighteen (18) months after the commencement of sales of the offering (the “ROFR Period”); provided, however, that such ROFR Period shall be automatically extended by an additional eighteen (18) months (for a total of thirty-six months after commencement of sales of the offering) so long as the Underwriter is acting in good faith pursuant to Section 4.1 the Agreement and is not otherwise in breach of this Agreementany terms herein, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance Company or any of any such proposed Transfer. In such notice, the Shareholder shall its subsidiaries: (i) represent decides to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)finance or refinance any indebtedness, the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause Underwriter (i) of Section 4.1. The purchase of or any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts affiliate designated in writing by the Shareholder. Parent Underwriter) shall have the right to permit act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. For the sake of Parent actually clarity, the parties agree that the Underwriter shall be deemed to effect have acted in good faith pursuant to the Agreement so long as the Underwriter is not in breach of any terms hereof, the Underwriter exercises good faith in connection with any engagements with the Company during the ROFR Period, and the Company completes the offering. For the avoidance of doubt, the failure to grant any concession, waiver or other request from the Company shall not be evidence of bad faith or breach. If the Underwriter or one of its affiliates decides to accept such purchase by Parentengagement, the agreement governing such engagement (each a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary terms for transactions of similar size and nature, including, without limitation, indemnification and fees, which shall be no less than those outlined herein, and the provisions of this Agreement, for any equity offering. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section 4(o) as to any proposed transaction shall be contingent upon payment (i) the Underwriter or one of its affiliates providing a written notice to the Company, within ten (10) calendar days of the purchase price by such affiliate receipt of the Company’s notification of its financing needs, which Company notification must be provided in writing with delivery confirmation and include details regarding the size and all material terms of the proposed transaction, including a written term sheet for the proposed transaction which shall include, without limitation, all commissions and other fees payable to the ShareholderUnderwriter and thereafter and (ii) the Underwriter proceeding to work promptly and in good faith toward completion of such financing. If the Underwriter fails to accept such engagement within ten (10) calendar days after receipt of a written notice from the Company in compliance with the prior sentence, the Underwriter shall have been deemed to have waived its right of first refusal as to the specific proposed transaction. Any waiver by the Underwriter of this right of first refusal shall be limited to the specific transaction terms proposed by the Company; the waiver will not be effective as to any transaction that differs from the terms delivered to the Underwriter in writing. Notwithstanding the foregoing, in the event that a tier I investment bank proposes to act as an underwriter or a placement agent in connection with a proposed public offering or private placement by the Company in the United States, then the Underwriter agrees to have such bank lead the transaction with the Underwriter serving as right-side co-manager, co-underwriter or co-placement agent, as applicable, with a minimum of 25% of the economics. Beginning in the nineteenth (19th) month following commencement of the right of first refusal, the Company shall be entitled to raise an aggregate of $20 million outside the scope of the right of first refusal provided such capital raise(s) (a) are conducted in Korea and (b) do not involve any underwriter, placement agent, investment bank or other party acting in such capacity and/or receiving a commission in connection with such transaction. Notwithstanding any of the foregoing, the Underwriter’s right of first refusal may be terminated by an instrument in writing executed by both the Underwriter and the Company.

Right of First Refusal. Prior (a) With respect to any Transfer those branches of Covered Common Stock pursuant to Section 4.1 Seller or Berkshire (which for purposes of this AgreementSection 7.10(a) and the following Section 7.10(b) shall also include Berkshire Bank) located in the Pittsfield MSA which are not Branches and where Seller or Berkshire owns the real property of a branch (the “Owned Branch Premises”), the Shareholder intending to effect Seller and Berkshire, as applicable, each hereby grants Purchaser, through October 31, 2013, a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement first refusal with respect to any proposed closure of such proposed Transfer and that the conditions to effect such Transfer Owned Branch Premises as set forth in this Section 4.1 7.10(a). Neither Seller nor Berkshire shall close a branch office without first giving Purchaser written notice (the “Closure Notice”) containing an accurate and reasonably detailed description of this Agreement have been satisfied each Owned Branch proposed to be closed (the “Specified Owned Branch Premises”) and (ii) state the intended date purchase price for the Specified Owned Branch Premises. Neither Seller nor Berkshire are obligated as part of such transaction to include any other assets or liabilities other than the physical property of the proposed TransferSpecified Owned Branch Premises. Parent shall have the rightFollowing receipt of such Closure Notice, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised Purchaser may exercise its right to purchase the shares of Company Common Stock included in the Shareholder’s notice Specified Owned Branch Premises by providing Shareholder giving written notice thereof (a “Specified Notice of Parent’s intent Election”) to exercise such right Seller or Berkshire, as applicable, within one Business Day after receipt by Parent fifteen (15) calendar days of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt delivery of the Shareholder’s notice)Closure Notice on terms no less favorable to Seller or Berkshire, as applicable, to those available from a third party. In the Shareholder shall be entitled event that Purchaser does not deliver a Specified Notice of Election to sell such shares Seller or Berkshire, as applicable, within fifteen (15) calendar days of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent delivery of the exercise of its rights Closure Notice, Seller or Berkshire, as applicable, may freely close and/or transfer the Specified Owned Branch Premises, without further restriction under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds 7.10(a) to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdera proposed transferee.

Right of First Refusal. Prior The parties hereto acknowledge that there is an ongoing right of first refusal in favor of the Placement Agent, as set forth in that certain placement agency agreement by and between the Company and the Agent, dated April 19, 2023, which shall remain in place until April 21, 2024, and that nothing in this Agreement is intended to, nor shall be deemed to supersede, amend or obviate such right of first refusal. In addition to (and separately from) such ongoing right of first refusal, the Company grants the Placement Agent (or any Transfer affiliate designated by the Placement Agent) the right of Covered Common Stock pursuant first refusal to Section 4.1 act as sole book-running manager, sole underwriter or sole placement agent in any public offering (including at-the-market facility) or private placement or any other capital-raising financing of equity, equity-linked or debt securities, by the Company or any of its subsidiaries, for the period commencing on the date hereof and ending on the 12-month anniversary of the Closing Date. If the Placement Agent or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Notwithstanding the Shareholder intending foregoing, in accordance with FINRA Rule 5110(g)(6)(a), in no event will this right of first refusal have a duration of more than three (3) years from the commencement of sales in this offering. This right of first refusal shall be subject to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such noticeFINRA Rule 5110(g)(5)(B), the Shareholder shall including that (i) represent the right of first refusal may be terminated by the Company for “cause”, which shall include the material failure by the Placement Agent to Parent that provide the Shareholder has complied with its obligations in services contemplated by this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied Agreement, and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to ParentCompany’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay right of “termination for such shares by wire transfer of immediately available funds cause” eliminates any obligations with respect to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of any termination fee or provision of any right of first refusal. [The remainder of this page has been intentionally left blank.] Please confirm that the purchase price foregoing correctly sets forth our agreement by such affiliate signing and returning to the Shareholder.Placement Agents the enclosed copy of this Agreement. Very truly yours,

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent The Company shall have a right of first refusal (the right, but not the obligation, to buy such shares at a price per share equal to the closing price “Company’s Right of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected First Refusal”) to purchase all such shares or any portion of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Disposition Shares, if the Company Common Stock included in the Shareholder’s notice by providing Shareholder gives written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of such right to the Selling Owner within 20 days (the “Company’s Refusal Period”) from the receipt of the Transfer Notice. If the Company does not intend to exercise the Company’s Right of First Refusal in full or if the Company is not lawfully able to repurchase all of the Disposition Shares, the Company will send written notice thereof (the “Company’s Expiration Notice”) to the Selling Owner and to each other Owner at least 10 days before the expiration of the Company’s Refusal Period. If the Company does not purchase all of the Disposition Shares pursuant to the Company’s Right of First Refusal, the non-selling Owners (the “Non-Selling Owners”) shall have a right of second refusal (the “Owners’ Right of Second Refusal”) to purchase the remaining Disposition Shares (the “Remaining Disposition Shares”) by giving written notice of the exercise of such right to the Selling Owner and the Company within 20 days from receipt of the Company’s Expiration Notice. Each Non-Selling Owner shall have the right to purchase such Owner’s Proportionate Share (based upon the group of Non-Selling Owners) of the Remaining Disposition Shares. If any Non-Selling Owner elects not to purchase his or its rights under this Section 4.2Proportionate Share of the Remaining Disposition Shares, the other Non-Selling Owners may purchase their respective Proportionate Share (based on the group of the other Non-Selling Owners) of such Remaining Disposition Shares, and Parent shall pay so on for any unpurchased Remaining Disposition Shares, until no Non-Selling Owner desires to purchase any more Remaining Disposition Shares. The purchase price for the Disposition Shares to be purchased by the Company upon exercise of the Company’s Right of First Refusal or the Non-Selling Owners upon exercise of the Owners’ Right of Second Refusal will be the bona fide cash price (or the fair market value of any non-cash consideration as determined in good faith by the Board) per share for which the Selling Owner proposes to transfer such shares Disposition Shares to the Proposed Purchaser(s) (as defined below) (the “Offered Price”) (subject to any rights the Company may have under any other agreement to purchase all or some of such Disposition Shares at a lower price), and will be payable within 30 days after the date of the Company’s Expiration Notice. Payment of the purchase price will be made, at the option of the Company, or each of the Non-Selling Owners, as applicable, (a) in cash (by cashier’s check), (b) by wire transfer of immediately available funds to an account the Selling Owner, or accounts designated in writing (c) by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment combination of the purchase price by such affiliate to the Shareholderforegoing.

Right of First Refusal. Prior The Optionee may sell Option Shares to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementa third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent provided that the Shareholder has complied with its obligations in this Agreement Optionee extends to the Company a right of first refusal with respect to such sale in accordance with the following provisions. The Optionee shall first give written notice of such proposed Transfer sale to the Company, identifying the proposed purchaser, the number of Option Shares to be sold, and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied purchase price and (ii) state the intended date terms of the proposed Transfersale. Parent The Company shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s exercisable by written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right Optionee within one Business Day after receipt by Parent of the Shareholder’s notice thirty (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day 30) days after receipt of the ShareholderOptionee’s notice, to purchase all, but not less than all, of the Option Shares referred to in the Optionee’s notice, at the price and on the terms set forth in said notice. The Company shall designate in such notice a date, time and place for the closing of the repurchase (the “Closing”), the Shareholder which shall be entitled not more than sixty (60) days after the date of the Company’s notice, unless otherwise agreed by the parties. The Company may assign its rights hereunder with respect to a particular transfer by written notice to the selling Optionee at or prior to the Closing. The Closing shall take place at the offices of the Company or of its counsel, unless otherwise agreed by the parties. At the Closing, the Company or its assignee (the “Purchaser”) shall purchase from the selling Optionee (the “Seller”) the Option Shares referenced in the Optionee’s notice, at the price and on the terms set forth therein, and the Seller shall sell such shares Option Shares to the Purchaser by delivery of Covered Common Stock the certificate or certificates representing such Option Shares, duly endorsed for transfer, free and clear of any liens, pledges or encumbrances. If the Company does not exercise its purchase right within thirty (30) days after the Optionee’s notice to the Company, the Stockholder may complete the sale of Option Shares to the proposed purchaser at the price and on the terms specified in order so the Optionee’s notice to comply the Company at any time within sixty (60) days after the expiration of said thirty (30)-day period. No sale may be made to a different purchaser, at a different price, on different terms or after the expiration of said sixty (60)-day period without renewed compliance with this Section 10(b)(ii). Any Option Shares purchased in accordance with the matters contemplated by clause (iprovisions of this Section 10(b)(ii) shall thereafter remain subject to the prohibitions of Section 4.1. The purchase of 10(c), but shall no longer be subject to any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise other terms of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAgreement.

Right of First Refusal. Prior to any Transfer Upon the Closing of Covered Common Stock pursuant to Section 4.1 the Offering, for a period of this Agreementtwenty-four (24) months from such Closing, the Shareholder intending Company grants each of Maxim and Jxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to effect act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a Transfer pursuant “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to Section 4.1 each of Maxim and JG for such Subject Transactions. In the event that both Maxim and JG exercise their respective Right of First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall provide Parent with be 50% to Maxim and 50% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by Parent, upon payment Maxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the purchase price by such affiliate twenty four (24) month period agreed to the Shareholderabove.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this AgreementThe Company agrees that, if, for the period ending three (3) years after the Closing Date, the Shareholder intending Company or any of its subsidiaries: (a) decides to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of finance or refinance any such proposed Transfer. In such noticeindebtedness, the Shareholder shall Underwriter (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of or any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts affiliate designated in writing by the Shareholder. Parent Underwriter) shall have the right to permit act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of Parent actually its affiliates decides to effect accept any such purchase engagement, the agreement governing such engagement (each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, that are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section 5.16 shall be made by Parentthe Underwriter or one of its affiliates, upon payment by a written notice to the Company, within ten (10) days of the purchase price by such affiliate receipt of the Company’s notification of its financing needs, including a detailed term sheet. The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the Shareholderterms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If the Underwriter waives its right of first refusal, any deviation from such terms (including without limitation after the launch of a subsequent transaction) shall void the waiver and require the Company to seek a new waiver from the right of first refusal on the terms set forth in this Section 5.16.

Right of First Refusal. Prior No later than thirty (30) days following the receipt of the Sale Notice, each non-Selling Member may send the Selling Member a written notice expressing its intention to any Transfer exercise its Right of Covered Common Stock pursuant to Section 4.1 of this AgreementFirst Refusal (each, a “ROFR Notice” and collectively, the Shareholder intending “ROFR Notices”). Each Member’s ROFR Notice must indicate the maximum number of Membership Units such Member is willing to effect purchase from the Selling Member. If the ROFR Notices do not contain an offer to acquire all of the Selling Member’s Membership Units that such Member wishes to Transfer, then the Right of First Refusal of each non-Selling Member that delivered a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement ROFR Notice with respect to the transactions set forth in the Sale Notice shall be deemed terminated. If the ROFR Notices contain an offer to acquire exactly all of the Selling Member’s Membership Units, then the Right of First Refusal of each non-Selling Member that delivered a ROFR Notice is deemed to be exercised, with each such proposed Transfer and Member agreeing to purchase from the Selling Member the maximum number of Membership Units such Member indicated a willingness to purchase in its ROFR Notice. If the combined ROFR Notices contain an offer to acquire Membership Units in excess of the Selling Member’s Membership Units, then the Right of First Refusal of each non-Selling Member that delivered a ROFR Notice is deemed to be exercised, with each such Member agreeing to purchase from the conditions Selling Member that number of Membership Units that equals (A) the total number of Membership Units offered for sale by the Selling Member multiplied by (B) the ratio of (1) the number of Membership Units such non-Selling Member indicated a willingness to effect such Transfer purchase divided by (2) the aggregate of the number of Membership Units that all non-Selling Members indicated a willingness to purchase. In any case where a non-Selling Member successfully exercises its Right of First Refusal as set forth in this Section 4.1 10.02(c)(iii), it shall be obligated to acquire, and the Selling Member obligated to sell to such non-Selling Member, those Membership Units of the Selling Member required under the terms of this Agreement have been satisfied and Section 10.02(c)(iii) within sixty (ii60) state days following the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)Sale Notice, the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, terms and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated conditions set forth in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderSale Notice.

Right of First Refusal. Prior Until the seventh anniversary of the date hereof, if a Holder of Stock (an "Offering Stockholder") desires to Transfer any or all of the shares of Stock then owned by such Offering Stockholder (the "Transfer Stock") to any Transfer person other than a Permitted Transferee of Covered Common Stock such Holder or in any manner other than in a bona fide public distribution pursuant to Section 4.1 of this Agreementan effective registration statement under the Securities Act, the Shareholder intending to effect a Transfer pursuant to Section 4.1 such Offering Stockholder shall provide Parent with give written notice at least two Business Days in advance (the "Offer Notice") to the Company of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer terms and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent sale, and the Company shall have the right, right and option (but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right ) to purchase the shares of Company Common Transfer Stock included at the price and upon the other terms and conditions set forth in the Shareholder’s notice Offer Notice. The right of first refusal provided for herein shall be exercisable by providing Shareholder the Company upon delivery of written notice of Parent’s intent (the "Purchase Notice") to exercise such right within one Business Day the Offering Stockholder not more than 10 business days after receipt by Parent the Company of the Shareholder’s notice Offer Notice (the "Exercise Period"). If the Company exercises its right of first refusal hereunder, consummation of the purchase of the Transfer Stock pursuant thereto shall occur on such date as the Company and the Offering Stockholder mutually shall agree, but in no event later than 10 business days next following the date on which the Company shall have delivered the Purchase Notice to the Offering Stockholder; subject to extension of such 10-day period as necessary to comply with applicable securities and other laws and regulations. Upon exercise of the foregoing right of first refusal, the Company and the Offering Stockholder shall be contractually obligated to consummate the purchase contemplated thereby and shall use their reasonable best efforts to obtain all requisite consents and approvals in connection therewith. If the Company declines to purchase the Transfer Stock as provided in this Section 2.2, the Offering Stockholder thereafter shall have the right for a period of 120 days next following the expiration of the Exercise Period (the "Open Sale Period") to transfer all or any portion of the Transfer Stock subject to the Transfer Offer, free and clear of the restrictions and limitations of this Section 2.2, in one or a series of bona fide transactions; provided, however, that such Shareholder’s notice has been delivered transfer may only be effected pursuant to Parent no later general terms and conditions (including price) not more beneficial to the Offering Stockholder than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until those contained in the second Business Day after receipt Offer Notice. If any Transfer Stock is not sold or transferred pursuant to the provisions of this Section 2.2 prior to the expiration of the Shareholder’s notice)Open Sale Period, such Transfer Stock again shall become subject to the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1provisions and restrictions hereof. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of Company may assign its rights under this Section 4.22.2 to Approved Transferees who shall be entitled to deliver the Purchase Notice and purchase the Transfer Stock in accordance with the identical terms of this Section 2.2. Notwithstanding any of the foregoing, the provisions of this Section 2.2 no longer shall be of any force or effect (a) at such time as Xxxxxxxx Xxxxxxxxxx and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Xxxxxx X. Xxxxxxx shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment sold 60% or more of the purchase price Common Stock beneficially owned by such affiliate them on the date hereof; provided, however, that Transfers of Common Stock by them to family members, to charitable organizations or to trusts for estate planning purposes shall not constitute Transfers for purposes of this paragraph; or (b) if at any time after the second anniversary of this agreement, 15% or less of the Common Stock is beneficially owned by CBS and its Permitted Transferees. The terms of clause (b) in the preceding sentence shall not be applicable if CBS and its Permitted Transferees beneficially own 15% or less of the Common Stock as a result of Transfers by CBS or its Permitted Transferees of at least 50% of the Common Stock acquired by CBS or its assignees pursuant to the ShareholderStock Purchase Agreement and the Warrant.

Right of First Refusal. Prior to any Transfer Upon the Closing of Covered Common Stock pursuant to Section 4.1 the Offering, for a period of this Agreementeighteen (18) months from such Closing, the Shareholder intending Company grants each of Maxim and Jxxxxx Xxxxxx & Co. LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to effect act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a Transfer pursuant “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to Section 4.1 each of Maxim and JG for such Subject Transactions. In the event that both Maxim and JG exercise their respective Right of First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall provide Parent with be 50% to Maxim and 50% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by Parent, upon payment Maxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the purchase price by such affiliate eighteen (18) month period agreed to the Shareholderabove.

Right of First Refusal. Prior Investor shall have the right in the event the Company establishes a Missouri City Team and proposes to offer to sell franchise or other similar rights to the Missouri City Team (the “MCT Rights”) to any Transfer of Covered Common Stock person (other than pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that a merger, consolidation, acquisition, or similar business combination of the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that Company approved by the conditions to effect such Transfer as set forth in Section 4.1 Company’s Board of this Agreement have been satisfied Directors; and (ii) state security or guarantees issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the intended date Company’s Board of Directors) to purchase the MCT Rights. The Company shall provide the Investor with written notice of its desire to sell the MCT Rights, including a description of the MCT Rights, the proposed Transferprice and the financial terms on which they will be offered. Parent The Investor shall have thirty (30) days after receipt of such notice to exercise its right of first refusal, by delivering to the rightCompany a written notice thereof. If the Investor exercises its right of first refusal or option to purchase, but it shall have an additional period of sixty (60) days after such exercise within which to make payment for, and take title to, the MCT Rights. If the Investor does not exercise its right of first refusal or option to purchase the obligationMCT Rights within the time periods described herein, the Investor’s right of first refusal shall terminate so long as the Company, within a ninety (90) day period, commencing on (i) the first business day following the sixty day period described in the preceding sentence; or (ii) the date the Company receives written notice from the Investor of its intention not to buy such shares exercise its option to purchase the MCT Rights, sells to a third party the MCT Rights at a price per share equal and upon financial terms no less favorable to the closing price of a share of Company Common Stock on than those specified in the business day immediately prior to ParentCompany’s written notice to the Shareholders that Parent has elected to purchase all such shares Investor. For purposes of Covered Common Stock. If Parent has not exercised its right clarity, the price and financial terms described in the proceeding sentence paid by the third party to purchase the shares MCT Rights do not have to be identical or similar to be considered no less favorable. At the Company’s discretion and upon the Company’s written approval, the Investor may transfer its right of Company Common Stock included first refusal described in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent this paragraph 7.3 herein to exercise such right within one Business Day after receipt by Parent any corporation or other entity which succeeds to all or substantially all of the ShareholderInvestor’s notice (business and properties, or which wholly owns or is wholly-owned by, the Investor; provided, however, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent the transferee shall have until agreed to be bound jointly with the second Business Day after receipt Investor by all of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares terms and conditions of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent 7 of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAgreement.

Right of First Refusal. Prior If any Stockholder (the "Selling Stockholder") desiring to any Transfer dispose of Covered Common all, but not less than all, of his shares of Stock pursuant in the Company shall receive a bona fide offer in writing from a financially capable purchaser to Section 4.1 purchase all, but not less than all, of this Agreementthe Selling Stockholder's shares of Stock, the Shareholder intending to effect a Transfer pursuant to Section 4.1 Selling Stockholder shall provide Parent with give written notice to the other Stockholder of its intention to make such transfer, stating the name and address of the proposed transferee, the number of shares of Stock ("Offered Stock") then held or owned by the Selling Stockholder, and the price to be paid therefor and the terms of payment. The Company, upon receipt of such notice of transfer, shall have the option ("First Option") to purchase all, but not less than all, of the Offered Stock at least two Business Days in advance the price and upon the terms bona fide offered by the proposed transferee. The First Option shall be exercisable within the 45-day period ("First Option Period") after the date of any receipt of such proposed Transfernotice and shall be exercised by the sending of a notice to the Selling Stockholder with a copy to the other Stockholders. In such noticedetermining whether or not the Company shall exercise the First Option, the Shareholder Selling Stockholder shall (i) represent vote the Offered Stock and the Selling Stockholder and the directors elected by the Selling Stockholder on the Board of Directors shall vote, as directed by a vote of the other Stockholders. In the event the Company does not exercise the First Option, then tThe other Stockholders shall have the option, exercisable upon written notice to Parent that the Shareholder has complied Selling Stockholder within 30 days, to purchase pro rata, in proportion to their respective holdings of Stock, all, but not less than all, of the Offered Stock at the price and upon the terms bona fide offered by the proposed transferee. In the event any of the other Stockholders do not elect to purchase his proportionate share, the other Stockholders who elected to purchase the Offered Stock shall have the option to purchase the shares of Stock which such other Stockholders did not elect to purchase, pro rata, in proportion to their respective holdings of Stock or in any other percentage which they decide. If the Company and the other Stockholders elect not to, or fail to, exercise their options to purchase all the Offered Stock, the Selling Stockholder may make the proposed transfer of the Offered Stock to the proposed transferee in accordance with its obligations in the terms of the bona-fide offer within the 30 -days period following the expiration of the Second Option Period. The proposed transferee shall become a party to this Agreement with respect to such proposed Transfer the Offered Stock and that the conditions to effect such Transfer as set forth in Section 4.1 shall execute a duplicate of this Agreement have been satisfied and (ii) state Agreement. If the intended date proposed transfer of the proposed Transfer. Parent Offered Stock is not consummated within such 30-day period, the terms and conditions of this section shall have the right, but not the obligation, to buy such shares at a price per share equal again apply to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Offered Stock. If Parent has not exercised its right to purchase the shares The terms of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise any such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder sale shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated governed by clause (i) of Article 1 Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder6.d.

Right of First Refusal. Prior (a) If at any time any Borrower or Guarantor or any of its Subsidiaries or Affiliates (including Pivotal) receives from a third party an offer, term sheet or commitment or makes a proposal accepted by any Person (each, an "Offer") which provides for any type of financing (except for the financing of insurance policies in the ordinary course and in accordance with historical business practices) to or for such Borrower or Guarantor or any Transfer of Covered Common Stock pursuant its Affiliates, each such Borrower, Guarantor, Subsidiary or Affiliate shall notify Lender of the Offer in writing (including all material terms of the Offer) and Lender shall have thirty (30) calendar days after Receipt of such notice (the "Option Period") to Section 4.1 agree to provide similar financing in the place of this Agreement, such Person upon substantially the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall same terms and conditions (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect or terms more favorable to such proposed Transfer and that the conditions to effect such Transfer Borrower or Affiliate) as set forth in the Offer. Lender shall notify each such Borrower, Guarantor, Subsidiary or Affiliate in writing of Lender's acceptance of the Offer pursuant hereto (the "Acceptance Notice"), in which case such Borrower, Guarantor, Subsidiary or Affiliate shall obtain such financing from Lender and shall not accept the Offer from such other Person. If no Acceptance Notice has been received from Lender within the Option Period, such Borrower, Guarantor, Subsidiary or Affiliate may consummate the Offer with the other Person on the terms and conditions set forth in the Offer (the "Transaction"); provided, however, that none of foregoing or any failure by Lender to issue an Acceptance Notice shall be construed as a waiver of any of the terms, covenants or conditions of any of the Loan Documents. If the Transaction is not consummated on the terms set forth in the Offer or with the Person providing the Offer or during the ninety (90) calendar day period following the expiration of the Option Period, such Borrower, Guarantor, Subsidiary or Affiliate shall not be permitted to consummate the Transaction without again complying with this Section 4.1 6.13. The provisions of this Section 6.13 shall survive the payment in full of the Obligations and termination of this Agreement have been satisfied and for a period of six (ii6) state the intended date months. For purposes of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section 6.13, "Lender" shall be effected within one Business Day after notice by Parent of the exercise include CapitalSource Finance LLC and any of its rights under this Section 4.2parents, and Parent shall pay for such shares by wire transfer of immediately available funds to an account subsidiaries or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAffiliates.

Right of First Refusal. Prior The Company shall not, directly or indirectly, without the prior written consent of Investor offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of one year after the Effective Date, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4.1 of this Agreement4(c), (iii) securities issued in connection with the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner, (iv) shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Investor a written ------ notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; PROVIDED THAT the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person disclosed on Schedule 4(c).

Right of First Refusal. Prior to any Transfer (a) From the date hereof until the one year anniversary of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance Closing Date (plus one additional day for each Trading Day following the Effective Date of any such proposed Transfer. In such notice, Registration Statement during which either (1) the Shareholder shall Registration Statement is not effective or (i2) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date prospectus forming a portion of the proposed Transfer. Parent shall have Registration Statement is not available for the right, but not resale of all Registrable Securities) (the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice“Trigger Date”), the Shareholder Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, including, without limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents, or if the Company shall receive an offer regarding the purchase of the Company’s securities and desires to offer securities consistent with or otherwise in connection with or in furtherance of such offer (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.11. If the Company desires to engage in a Subsequent Placement it shall deliver to each of the Investor a written notice requesting their written approval to receive nonpublic information regarding the Company. The Investor shall have ten (10) days to deliver to the Company such approval. Any Investor failing to deliver timely to the Company such written approval, or who shall have delivered to the Company a written notice withholding such approval, shall be entitled deemed to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of have waived its rights under this Section 4.24.11 with regard to such Subsequent Placement. The Investor who, and Parent shall pay for in response to such shares by wire transfer of immediately available funds to an account or accounts designated in writing by request from the Shareholder. Parent Company, shall have delivered timely to the right Company a written approval to permit any affiliate of Parent actually receive nonpublic information regarding the Company (collectively, the “Responding Investor” and each a “Responding Investor”), shall receive a written notice that the Company desires to effect any such purchase by Parent, upon payment engage in a Subsequent Placement specifying the general terms of the purchase price by offering the Company desires to make (including, without limitation, all information relating to price, structure and amount of such affiliate offering, but not including the identity of any potential investor therein) and for a period of at least twenty (20) Business Days after the giving of such notice the Company agrees to negotiate in good faith with the Responding Investor the terms of a sale of the Company’s securities to the ShareholderResponding Investor.

Right of First Refusal. Prior to any Transfer Upon the Closing of Covered Common Stock pursuant to Section 4.1 the Offering, for a period of this Agreementtwenty-four (24) months from such Closing, the Shareholder intending Company grants each of Maxim and Jxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to effect act as lead managing underwriter and book-runner and/or placement agent or the co-lead manager and co-book runner and/or co-lead placement agent with at least 100% of the economics for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a Transfer pursuant “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to Section 4.1 each of Maxim and JG for such Subject Transactions. In the event that both Maxim and JG exercise their respective Right of First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall provide Parent with be 50% to Maxim and 50% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by Parent, upon payment Maxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the purchase price by such affiliate twenty four (24) month period agreed to the Shareholderabove.

Right of First Refusal. Prior If the Recipient (or a subsequent transferee) proposes to transfer any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementvested Restricted Shares (in each case a “Selling Stockholder”), then the Shareholder intending to effect a Transfer pursuant to Section 4.1 Selling Stockholder shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s promptly give written notice to the Shareholders that Parent has elected Company at least 30 days prior to purchase all the closing of such shares transfer. The notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of Covered Common StockShares to be transferred, the nature of the transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. If Parent has For purposes of this Section 16, Transfer means the sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not exercised its right limited to, transfers to purchase receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the shares benefit of Company Common Stock included creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Shares. For a period of 15 days following receipt of any notice described in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)preceding paragraph, the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause Company (ior its assignee) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate purchase all or a portion of Parent actually the Shares subject to such notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (or its assignee) and delivered to the Selling Stockholder within such 15-day period, the failure of the Company (or its assignee) to respond within such period shall be conclusive evidence that it elects not to purchase the Shares. The Company or its assignee shall effect any such the purchase by Parentof the Shares, upon including payment of the purchase price by price, not more than 30 business days after delivery of the notice from the Selling Stockholder, and at such affiliate time the Selling Stockholder shall deliver to the ShareholderCompany the certificate(s) representing the Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. To the extent that the Shares proposed to be transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 16, then the Selling Stockholder may transfer such Shares to the proposed transferee(s) pursuant to the terms specified in the notice within 45 days after the date of the notice and provided further that any such sale or other Transfer is effected in accordance with any applicable securities laws and each proposed transferee agrees in writing that the provisions of this Agreement, including this Section 16, shall continue to apply to the Shares after such Transfer. If the Shares described in the notice are not Transferred to the proposed transferee within such 45-day period, a new notice shall be given to the Company, and the Company and/or its assignees shall again be offered the right of first refusal as provided herein before any vested Restricted Shares may be sold or otherwise Transferred. This provision shall terminate upon the closing of the Company’s first underwritten public offering of its common stock.

Right of First Refusal. Prior (a) If the Stockholder intends to sell Securities with Voting Power constituting less than five percent (5%) of the Total Voting Power of the Company to any Transfer Person, other than a Qualified Purchaser, that beneficially owns five percent (5%) or more of Covered Common Stock pursuant to Section 4.1 the Total Voting Power of this Agreementthe Company, as indicated on a Schedule 13D or 13G filed with the Shareholder intending to effect SEC, in either case in a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days transaction other than in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied an underwritten public offering in accordance with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and 2.2 above, (ii) state a tender offer, merger, reorganization or consolidation of the intended date Company or (iii) a sale of the Common Stock in a transaction where a majority of the Common Stock held by stockholders other than the Holders or a majority of Common Stock held by Affiliates of the Company is being sold, then the Stockholder shall provide written notice thereof to the Company (the "STOCKHOLDER NOTICE") providing the Company with the first right to acquire the Securities the Stockholder intends to sell free and clear of all liens. The Stockholder Notice shall specify the number of Securities involved, the name and address of the proposed Transferpurchaser, and the proposed price per share. Parent For a period of ten (10) business days after delivery of the Stockholder Notice, the Company shall have the rightbe entitled to elect to purchase all, but not less than all, of the obligationSecurities described in the Stockholder Notice, to buy such shares at a the price per share equal described in such Stockholder Notice. The Company may exercise such right by delivery of a written notice (a "COMPANY PURCHASE ELECTION") to the closing price of Stockholder, irrevocably electing to purchase such Securities that the Stockholder intends to sell and shall have thirty (30) days to consummate said purchase from the Stockholder. In the event that the Company has not delivered a share of Company Common Stock on the business day immediately Purchase Election prior to Parent’s written notice to the Shareholders that Parent expiration of such ten (10) day period or has elected failed to purchase all and pay for such shares of Covered Common Stock. If Parent has not exercised its Securities within said thirty (30) day period, the Company's right to purchase such Securities shall expire, and the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder Stockholder shall be entitled to sell such shares the Securities described in the Stockholder Notice for a period of Covered Common Stock in order so to comply with ninety (90) days following the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent date of the exercise Stockholder Notice, but only to the proposed purchaser set forth in the Stockholder Notice and only for a purchase price of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment at least ninety-five percent (95%) of the purchase price set forth in the Stockholder Notice. In the event the Stockholder has not sold such Securities by the end of such affiliate sixty (60) day period, the rights of the Company set forth above in this Section 3.3 shall apply to any subsequent sale of the ShareholderVoting Stock in excess of the threshold amount by the Stockholder. Notwithstanding the foregoing, the provisions of this Section shall not apply to any sales or other transfers by the Stockholder to any of its Affiliates.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this AgreementDuring the period ending twelve (12) months after the Closing Date (the “ROFR Period”), the Shareholder intending Company grants the Representative the right of first refusal to effect act as a Transfer pursuant lead managing underwriter or book runner, or as a lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during the ROFR Period (the “ROFR”), of the Company, or any successor to Section 4.1 or any subsidiary of the Company (each a “Subject Transaction”), on competitive compensation terms; provided, however that during the first six (6) months of the ROFR Period, the Company may engage a second entity to act as a secondary underwriter or placement agent whose service in such position shall provide Parent with be junior to the Representative and whose engagement in such position must be on commercially reasonable terms acceptable to the Representative, as evidenced in writing. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days thereof in advance accordance with Section 9.1. If the Representative fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within five (5) Business Days after the mailing of such proposed Transfer and written notice, provided that the conditions Representative confirms in writing to effect the Company its receipt of such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state written notice, then the intended date of the proposed Transfer. Parent Representative shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price of a share of Subject Transaction. Notwithstanding the foregoing, at any time after the date that is six (6) months following the Closing Date, the Company Common Stock on may elect to exclude any Subject Transaction from the business day immediately prior to Parent’s ROFR hereunder by written notice to the Shareholders Underwriter delivered in accordance with Section 9.1 (an “Excluded Transaction”), provided that Parent has elected the Company shall be required to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent pay 3% of the Shareholder’s notice gross proceeds to the Company from any Excluded Transaction (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until an “Excluded Transaction Payment”) completed during the second Business Day after receipt remainder of the Shareholder’s notice), the Shareholder ROFR Period. Any Excluded Transaction Payments shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected due within one Business Day after notice by Parent 30 days of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment closing of the purchase price by such affiliate to the ShareholderExcluded Transaction.

Right of First Refusal. Prior (a) If after the expiration of the Restricted Period and prior to the consummation of an IPO or Trade Sale, any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending wishes to effect a Transfer pursuant (the “Transferring Shareholder”) of all or part of its Shares in the Company, other than to Section 4.1 a Permitted Transferee, then prior to entering into any transaction, commitment or arrangement with any potential acquiror of such Shares of the Company (a “Buyer”), the Transferring Shareholder shall provide Parent with deliver to the Specified Investors (excluding the Transferring Shareholder, if applicable) (the “Non-Transferring Shareholders”) a written notice at least two Business Days setting forth its binding and irrevocable offer to sell all or a portion of its Shares in advance the Company (a “ROFR Transfer Notice”), which shall set forth (i) the number of any Shares proposed to be sold (the “ROFR Shares”), (ii) the price per share, in cash, that the Transferring Shareholder would be prepared to accept therefor, and (iii) all other material terms and conditions of such proposed Transfer. In During the sixty (60) days following the receipt of the ROFR Transfer Notice (such noticesixty (60)-day period, the “ROFR Acceptance Period”), each Non-Transferring Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at deliver a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected Transferring Shareholder, setting forth such Non-Transferring Shareholder’s irrevocable election to purchase all such shares all, but not less than all, of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included ROFR Shares offered by the Transferring Shareholder, for the same price and on the same terms and conditions as set forth in the Shareholder’s notice by providing Shareholder written notice ROFR Transfer Notice (a “ROFR Notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent Acceptance”). Following the delivery of the Shareholder’s notice (providedROFR Notice of Acceptance, the Transferring Shareholder and the Non-Transferring Shareholder shall cooperate in good faith to consummate a definitive transaction in accordance with the ROFR Transfer Notice as soon as reasonably possible; provided that such Shareholder’s notice has been delivered to Parent no later if more than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt one of the Shareholder’s notice)Non-Transferring Shareholders timely provides a ROFR Notice of Acceptance, then each of the Shareholder Non-Transferring Shareholders shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent no more than its pro rata share of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderROFR Shares.

Right of First Refusal. Prior The Company shall not, directly or indirectly, without the prior written consent of Investor which will not be unreasonably withheld, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of one year after the Effective Date, except (I) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereafter duly adopted by the Company or for services rendered or to be rendered; (II) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4.1 of this Agreement, 4(c); (III) securities issued in connection with the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner; (IV) shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals); and (V) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Investor a written notice (the "Subsequent Financing Notice") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto; and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice; (VI) to enter into a loan, credit or lease facility with a bank or financing institution. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; provided that the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person disclosed on Schedule 4(c).

Right of First Refusal. Prior The Company hereby grants to the Subscriber the right of first refusal to purchase all (or any Transfer part) of Covered Common Stock pursuant New Securities (as defined in this Section) that the Company may, from time to Section 4.1 time, propose to sell and issue prior to June 30, 1999. "New Securities" shall mean any capital stock of this Agreementthe Company, whether now authorized or not, and rights, options or warrants to purchase said capital stock, and debt or equity securities of any type whatsoever that are, or may become, convertible into said capital stock; provided, however, that the term "New Securities" does not include Permitted Issuances or stock options granted to full-time employees or directors of the Company. In the event that the Company proposes to undertake an issuance of New Securities, it shall give the Subscriber written notice of its intention, describing the type of New Securities, the Shareholder intending price and the general terms upon which the Company proposes to effect a Transfer pursuant to Section 4.1 issue the same. The Subscriber shall provide Parent with written notice at least two Business Days in advance have fifteen (15) days from the date of receipt of any such proposed Transfer. In such notice, the Shareholder shall (i) represent notice to Parent that the Shareholder has complied with its obligations in this Agreement with respect agree to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date purchase all or less than all of the proposed Transfer. Parent shall have New Securities for the right, but not price and upon the obligation, to buy such shares at a price per share equal to general terms specified in the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s notice by giving written notice to the Shareholders that Parent has elected Company and stating therein the quantity of New Securities to purchase all such shares of Covered Common Stockbe purchased. If Parent the Subscriber fails to exercise in full the right of first refusal within such fifteen (15) day period, the Company shall have sixty (60) days thereafter to sell the New Securities respecting which the Subscriber's rights were not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event that the Company has not exercised its right sold the New Securities within such sixty (60) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities to purchase the shares of Company Common Stock included Subscriber in the Shareholder’s notice by providing Shareholder written notice manner provided above. The right of Parent’s intent to exercise such right within one Business Day after receipt by Parent of first refusal granted under this Section shall terminate upon the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause earlier of: (i) June 30, 1999; or (ii) the date upon which the Subscriber ceases to own any securities: (a) purchased in the Offering; (b) issued with respect to or upon conversion of Section 4.1. The purchase of any shares of Covered Common Stock by Parent securities purchased in the Offering; or (c) purchased pursuant to this Section shall be effected within one Business Day after notice by Parent the right of the exercise of its rights first refusal granted under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderSection.

Right of First Refusal. Prior to any Transfer (a) If, during the two-year period commencing as of Covered Common Stock pursuant to Section 4.1 the date of this AgreementLetter Agreement (“ROFR Term”), CORR, CMH or their respective Affiliates (each, an “Offering Party”) determines the Shareholder intending commercial viability of a fiber optic cable installation opportunity that involves the use of any portion of the Qualifying ROW (each, a “Qualifying Business Opportunity”), or if any Person presents a Qualifying Business Opportunity to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance an Offering Party, then such Offering Party shall, within ten (10) business days after the determination or presentation of any such proposed Transfer. In such noticeQualifying Business Opportunity, furnish written notice (a “ROFR Notice”) to Carlyle offering Carlyle the Shareholder shall (i) represent right to Parent that invest up to 50% of the Shareholder has complied with its obligations in this Agreement required capital to be invested by CORR, CMH, and any of their respective Affiliates with respect to such Qualifying Business Opportunity, which ROFR Notice shall contain all known proposed Transfer terms and that provisions of such Qualifying Business Opportunity. Carlyle shall then have twenty (20) days following receipt of the conditions ROFR Notice to effect such Transfer as elect to participate in the Qualifying Business Opportunity on the terms set forth in Section 4.1 such ROFR Notice. If Carlyle so elects to participate in a Qualifying Business Opportunity, Carlyle or its designated Affiliate shall be permitted to invest up to 50% of the required capital to be invested by CORR, CMH, and any of their respective Affiliates in connection with such Qualifying Business Opportunity on the terms set forth in the ROFR Notice; provided that, in addition to any capital required to be funded by CORR, CMH or their respective Affiliates in connection with such Qualifying Business Opportunity, CORR may charge fair market rent as part of the overall economic arrangement between Carlyle (or its Affiliate), on the one hand, and CORR, CMH or their respective Affiliates, on the other hand. If Carlyle either declines to participate in a Qualifying Business Opportunity following the receipt of a ROFR Notice in accordance with the terms of this Letter Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, or fails to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder provide unqualified written notice of Parent’s intent its election to exercise participate in such right Qualifying Business Opportunity within one Business Day after receipt by Parent twenty (20) days of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)a ROFR Notice, the Shareholder Carlyle shall be entitled deemed to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent have waived its rights pursuant to this Section 1(a) and CORR, CMH or their respective Affiliates shall be effected within one free to pursue such Qualifying Business Day after notice Opportunity on such terms as may be negotiated by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to them without submitting an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderadditional ROFR Notice.

Right of First Refusal. Prior In the event that, from the date hereof to and including the later of (i) July 31, 2014 or (ii) the end of the Forbearance Period (the “ROFR Period”), the Company agrees to any Transfer financing arrangement wherein advances will be made under the provisions of Covered Common Stock the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (a “DIP Financing”), the Company shall provide immediate notice to the Agent of such DIP Financing (the “DIP Financing Notice”) and the Lenders or any group of Lenders shall have the option in their discretion, to (x) become the lender(s) under that financing arrangement on the terms set forth in the agreement describing said financing arrangement (with the commitments under such financing arrangement to be allocated pro rata among the Lenders and the lender under the Citibank Facility exercising its right to participate in such financing arrangement (each, an “Exercising Lender”), such that each Exercising Lender’s proportionate share of such financing facility shall be determined by dividing the principal amount outstanding to such Exercising Lender under the Credit Agreement or the Citibank Facility, as applicable, by the aggregate principal amount outstanding to all Exercising Lenders under the Credit Agreement and the Citibank Facility, provided, that if the Exercising Lenders agree on an alternative allocation, then such alternative allocation shall govern), or (y) propose equivalent or better terms of financing to the Company. Notwithstanding the foregoing, the ROFR Period shall terminate in the event that (A) the Forbearance Period terminates pursuant to Section 4.1 4(b)(viii)(C) hereof or (B) the Company notifies the Agent and the Lenders of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, Agent and the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 Lenders’ material breach of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfersuch breach is not cured. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s Upon written notice to the Shareholders Company from the Agent, the parties shall negotiate, execute and deliver a financing agreement incorporating the terms previously agreed to by the Company with any other lender(s) under such DIP Financing, provided that Parent has elected to purchase all such shares agreement is entered into within ten (10) Business Days of Covered Common Stock. If Parent has not exercised its right to purchase receipt by the shares Agent of Company Common Stock included the DIP Financing Notice; provided, further, that in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent event that the Agent receives the DIP Financing Notice on a date which is less than 10 Business Days prior to exercise such right within one Business Day after receipt by Parent the end of the Shareholder’s notice ROFR Period (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice“Notice Date”), the Shareholder Forbearance Period shall be entitled to sell such shares of Covered Common Stock automatically extended by ten (10) Business Day period starting from the Notice Date, unless the Agent and the Lenders have provided notice that they will not participate in order so to comply the DIP Financing. Further, concurrently with the matters contemplated by clause (i) execution of Section 4.1. The purchase this Agreement the Company shall provide to the Agent and the Lenders copies of any shares proposals, term sheets, or commitments that the Company has received and is willing to accept for financing arrangement(s) with the Company wherein advances will be made under the provisions of Covered Common Stock by Parent pursuant the Recovery Act permitting funding on a priority or super-priority basis (or similar law providing for the restructuring of the Company’s obligations under Puerto Rico law) (each such proposal, a “DIP Financing Proposal”). Further, the Company shall provide to this Section shall be effected the Agent and the Lenders, within one Business Day business day after notice by Parent receipt, copies of any DIP Financing Proposal that the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderCompany may receive.

Right of First Refusal. Prior (a) Subject to any Transfer subsection (b) of Covered Common Stock this Section 4.1 and Section 4.2 through Section 4.8 hereof, the Company hereby grants to each Major Holder the right of first refusal to purchase such Investor’s pro rata share of New Securities (as defined in Section 4.2) that the Company may from time to time propose to sell and issue (the “Right of First Refusal”). For purposes of the Right of First Refusal, an Investor’s pro rata share (the “Pro Rata Share”) shall be equal to that number or amount of New Securities to be sold minus all New Securities (if any) agreed to be purchased by General Atlantic pursuant to Section 4.1 of this Agreement4.1(b) below, multiplied by a fraction, the Shareholder intending to effect a Transfer pursuant to numerator of which shall be the number of shares of Common Stock issuable upon the conversion of all Convertible Securities owned by such Investor (and without taking into account any unexercised options or warrants) and the denominator of which shall be the total number of shares of the Company’s Common Stock issuable upon the conversion of all Convertible Securities held by the Investors (including, for the avoidance of doubt, shares held by General Atlantic, in the event that General Atlantic also exercises its rights under Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i4.1(b) represent to Parent that the Shareholder has complied with its obligations in this Agreement below with respect to such proposed Transfer offering) deemed to be outstanding (and without taking into account any unexercised options or warrants). Notwithstanding the foregoing, any Investor may, at the time it accepts the Company’s offer, subscribe to purchase any or all of the New Securities offered (“Oversubscription Securities”) that may be available as a result of the conditions rejection, or partial rejection, of the offer by other Investors; provided, however, that, so long as General Atlantic’s rights under Section 4.1(b) below have not terminated, any allocation of Oversubscription Securities shall first be allocated to effect such Transfer General Atlantic as set forth in Section 4.1 of this Agreement have been satisfied and (ii4.1(b) state the intended date of the proposed Transferbelow with any remaining Oversubscription Securities being allocated among those other Investors who so subscribe to purchase Oversubscription Securities. Parent All such remaining Oversubscription Securities shall have the right, but not the obligation, be allocated among those Investors subscribing to buy such shares at a price per share equal purchase them in proportion to the closing price number of a share shares of Company Common Stock on the business day immediately prior to Parent’s written notice issuable upon conversion of all Convertible Securities held by each such Investor relative to the Shareholders that Parent has elected to purchase all such number of shares of Covered Common Stock. If Parent has not exercised its right Stock issuable upon conversion of all Convertible Securities held by all Investors subscribing to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderremaining Oversubscription Securities.

Right of First Refusal. Prior During the two (2) year period following the ------------------------ first funding tranche of $100,000, the Company shall not, directly or indirectly, without the prior written consent of the Purchasers in this Offering, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of one year after the Effective Date, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4.1 of this Agreement3(c), (iii) securities issued in connection with the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner, (iv) shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, and (vi) shares that may be issued as a result of any outstanding rights offering between the Company and its current stockholders, unless (A) the Company delivers to Purchaser a ------ written notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Purchaser shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) business day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice. The Purchaser shall also have the option of switching the terms of this Offering to the terms of any new financing during this period. If Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; PROVIDED THAT the Company shall provide Purchaser with a second Subsequent Financing Notice, and Purchaser shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) business days after the date of the initial Subsequent Financing Notice. The rights granted to Purchaser in this Section are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 3(c).

Right of First Refusal. Prior to any Transfer The Company agrees that if all of Covered Common Stock pursuant to Section 4.1 the Firm Units are sold in accordance with the terms of this Underwriting Agreement, the Shareholder intending Underwriter shall have an irrevocable right for a period of twelve (12) months from the Closing Date to effect a Transfer pursuant purchase for its account or to Section 4.1 shall provide Parent sell for the account of the Company, or any subsidiary of or successor to the Company any securities of the Company or any such subsidiary or successor which the Company or any such subsidiary or successor may seek to sell in public or private equity and public debt offerings of the Company or any subsidiary of or successor to the Company of its subsidiaries, whether with written notice at least two Business Days in advance of or without or through an underwriter, placement agent or broker-dealer. The Company and any such subsidiary or successor will consult the Underwriter with regard to any such proposed Transferfinancing and will offer the Underwriter the opportunity to purchase or sell any such securities on terms not more favorable to the Company or any such subsidiary or successor, as the case may be, than it or they can secure elsewhere. In If the Underwriter fails to accept such noticeoffer within 10 business days after the mailing of a notice containing the material terms of the proposed financing proposal by registered mail or overnight courier service addressed to the Underwriter, then the Shareholder Underwriter shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement have no further claim or right with respect to the financing proposal contained in such proposed Transfer and that notice. If, however, the conditions terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to effect herein shall apply to such Transfer modified proposal as set forth in Section 4.1 of this Agreement have if the original proposal had not been satisfied and made. The Underwriter’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals during the aforesaid twelve (ii12) state the intended date of the proposed Transfermonth period. Parent The Company shall have the right, but not the obligationat its option, to buy such shares at a price per share equal to designate the closing price Underwriter as lead underwriter or co-manager of a share any underwriting group or co-placement agent of Company Common Stock on any proposed financing in satisfaction of its obligations hereunder, and the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder Underwriter shall be entitled to sell such shares receive as its compensation 50% of Covered Common Stock the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in order so to comply with which there are three co-managing or lead underwriters or co-placement agents. For avoidance of doubt, the matters contemplated by clause (i) right of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to first refusal set forth in this Section 6.1 shall be effected within one Business Day after notice by Parent not apply to any resale offerings of the exercise of Company’s securities by its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdersecurity holders.

Right of First Refusal. Prior In the event that Landlord at any time during the Lease Term should receive and determine to accept a bona fide offer from a party to purchase Landlord's interest in the Leased Premises or any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementportion thereof, the Shareholder intending to effect Landlord shall deliver a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance to Tenant (each, a "NOTICE OF SALE") of such offering together with a true copy of the contract of sale (the "CONTRACT") executed by such party submitting the offer and true copies of any such proposed Transferother documents related thereto. In such notice, Tenant shall have twenty (20) days following its receipt of the Shareholder shall Notice of Sale in which to (i) represent elect to Parent that exercise its right to purchase such portion of the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer Leased Premises on the same terms, conditions and that the conditions to effect such Transfer as provisions set forth in Section 4.1 of this Agreement have been satisfied the Contract (the "RIGHT OF FIRST REFUSAL") and (ii) state deliver to Landlord the intended date down payment or deposit, if any, required pursuant to the provisions of the proposed TransferContract which down payment or deposit shall be held in accordance with the terms of the Contract. Parent Notwithstanding anything else in this Paragraph 34, Tenant shall have forfeit its Right of First Refusal during the right, but not the obligation, to buy such shares at a price per share equal existence of an uncured Event of Default. Notwithstanding anything to the closing price contrary contained in this Paragraph 34, Tenant's Right of First Refusal shall not apply to (a) any sale of all or any portion of the Leased Premises made subsequent to the first sale of all or any portion of the Leased Premises to a third party in accordance with the terms and provisions of this Paragraph 34 or (b) any transfer of the Leased Premises pursuant to the foreclosure of a share Mortgage or a deed in lieu of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase foreclosure of a Mortgage or any sale of all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent or any portion of the Shareholder’s notice (provided, that Leased Premises made subsequent to such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt foreclosure or deed in lieu of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderforeclosure.

Right of First Refusal. Prior If at any time a Management Member receives a bona fide offer from any person (an "Offering Party") to purchase Interests held by such Management Member (a "Purchase Offer") that such Management Member wishes to accept, the Management Member shall cause such Purchase Offer to be reduced to writing and a true copy shall be attached to a written notice from the Management Member to the Company and First Reserve given at least thirty (30) days prior to the proposed Transfer and describing in reasonable detail the proposed Transfer, including, but not limited to, the number of Interests to be Transferred, the nature of the Transfer, the consideration to be paid, the proposed closing date, and, if known, the name and address of each prospective purchaser or transferee (such notice, the "Sale Notice"). The Sale Notice shall contain an irrevocable offer to sell such Interests to the Company and First Reserve or any Managing Member at a purchase price equal to the price contained in, and on the same terms and conditions of, the Purchase Offer; provided that the Company, First Reserve or any Managing Member may pay cash to the Management Member in an amount equal to the then-current fair market value of any portion of such offer constituting non-cash consideration offered by the Offering Party in the Purchase Offer. At any time within ten (10) days after the date of receipt by the Company of the Sale Notice, the Company may elect to purchase all or any portion of the Interests covered by the Purchase Offer at the same price and on the same terms and conditions as the Purchase Offer, and at any time prior to the latest date specified for closing in the Purchase Offer. If at the end of such ten (10) day period the Company has not elected to purchase all Interests covered by such Purchase Offer, the Management Member shall redeliver the Sale Notice to First Reserve along with a statement as to the number of Interests to be purchased by the Company (if any). Within ten (10) days after receipt by First Reserve of such redistributed Sale Notice, First Reserve or any Managing Member, by providing notice to the Management Member, may elect to purchase all or part of any remaining Interests covered by the Purchase Offer at the same price and on the same terms and conditions as the Purchase Offer, at any time within the latest date specified for closing in the Purchase Offer. This Section 12.12 shall not apply to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice12.3, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer Section 12.6 and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder12.11.

Right of First Refusal. Prior Upon the Closing of the Offering, for a period of eighteen (18) months from such Closing, the Company grants each of Maxim and Jxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to each of Maxim and JG for such Subject Transactions. The Right of First Refusal shall not apply to the private placement fund-raising efforts of Immutak. For the avoidance of doubt, the Right of First Refusal shall apply to: (a) the public equity fund-raising efforts of Immutak; and (b) solely in the event that either Immutak’s securities become publicly traded or Immutak merges with and into the Company such that the Company’s majority operations are the operations currently conducted by Immutak, to any Transfer offerings undertaken by Immutak and/or the Company. In the event that both Maxim and JG exercise their respective Right of Covered Common Stock pursuant First Refusal as to Section 4.1 of this Agreementthe same public equity offering, the Shareholder intending economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall be 80% to effect Maxim and 20% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Transfer pursuant Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to Section 4.1 shall provide Parent with pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by Parent, upon payment Maxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the purchase price by such affiliate eighteen (18) month period agreed to the Shareholderabove.

Right of First Refusal. Prior If a Stockholder other than Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X or North Castle II (a "SELLING HOLDER") desires to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect make a Permitted Transfer pursuant to clause (v) of Section 4.1 shall provide Parent with written notice 3(a) following an offer (which offer must be in writing, be irrevocable by its terms for at least two 15 Business Days in advance of and be a bona fide offer) from any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected prospective purchaser to purchase all or any part of the Common Stock owned by such Selling Holder, such Selling Holder shall give notice (the "NOTICE OF OFFER") in writing to the Board and to Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X or North Castle II (I) designating the number of shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in that such Selling Holder proposes to sell (the Shareholder’s "OFFERED SHARES"), (II) naming the prospective purchaser thereof (the "DESIGNATED PURCHASER") and (III) specifying the price (the "OFFER PRICE") and terms (the "OFFER TERMS") upon which such Selling Holder desires to sell the same. During the 15 Business Day period following receipt of such notice by providing Shareholder written notice the Company, Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X and North Castle II (the "REFUSAL PERIOD") such Selling Holder shall not be permitted to accept such offer, but may submit a new Notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock Offer in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase respect of any shares of Covered Common Stock by Parent pursuant revised offer in accordance with and subject to this Section shall be effected within one Business Day after notice 3(c). During the Refusal Period, North Castle, North Castle I-A or North Castle II or any Affiliate of North Castle, including any pooled investment vehicle organized by Parent the managing member of the exercise North Castle or by any of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Affiliates shall have the right to permit purchase from the Selling Holder at the Offer Price and on the Offer Terms all, but not less than all, of the Offered Shares, PROVIDED that (A) North Castle I-A shall not be entitled to exercise such right until North Castle I has issued a written notice stating that it will not exercise such right, (B) North Castle II shall not be entitled to exercise such right until Xxxxx Xxxxxx xxx Xxxxx Xxxxxx X-X have each issued written notices stating that it will not exercise such right and (C) any affiliate other Affiliate of Parent actually North Castle shall not be entitled to effect exercise such right until Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X and North Castle II have each exercised written notices stating that it will not exercise such right. The right provided hereunder shall be exercised by written notice to the Selling Holder and the Company given at any time during the Refusal Period. If such purchase by Parentright is exercised, upon Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X or North Castle II or any Affiliate of North Castle shall deliver to the Selling Holder payment of the purchase price by such affiliate Offer Price in accordance with the Offer Terms, against delivery of appropriately endorsed certificates or other instruments representing the Offered Shares. If Xxxxx Xxxxxx, Xxxxx Xxxxxx X-X or North Castle II or any Affiliate of North Castle fails to subscribe for the Offered Shares during the Refusal Period, the Selling Holder may sell to the ShareholderDesignated Purchaser the Offered Shares at the Offer Price and on the Offer Terms.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 The Company agrees that, if, for the period beginning on the Closing Date of this Agreementoffering and ending twelve (12) months from the Closing Date of the offering, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance Company or any of any such proposed Transfer. In such notice, the Shareholder shall its subsidiaries: (i) represent decides to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)finance or refinance any indebtedness, the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause Underwriter (i) of Section 4.1. The purchase of or any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts affiliate designated in writing by the Shareholder. Parent Underwriter) shall have the right to permit act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate of Parent actually designated by the Underwriter) shall have the right to effect act as sole book-running manager, sole underwriter or sole placement agent for such financing. Notwithstanding the foregoing sentence, the Company shall be permitted to file with the Commission at any time a shelf registration statement so long as any financing made pursuant to such purchase by Parent, upon payment shelf registration statement complies with the other requirements of the purchase price foregoing sentence. If the Underwriter or one of its affiliates decides to accept such engagement, the agreement governing such engagement (each a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, which are appropriate for such transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section 4(p) shall be made by such affiliate the Underwriter or one of its affiliates, by a written notice to the ShareholderCompany, within five (5) days of the receipt of the Company’s notification of its financing needs. Underwriter’s decision to exercise its right of first refusal shall be specific to such proposed transaction and term sheet. Notwithstanding anything to the contrary herein, the provisions of this Section 4(p) shall not apply to any equity or debt financing completed by the Company with any party set forth in the parties’ engagement letter dated September 14, 2023.

Right of First Refusal. Prior Purchaser hereby represents to any Transfer Seller that Purchaser is purchasing the Unit as his/her primary, year round residence and does not intend to sell or rent the Unit for a period of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfertwelve (12) months from the date that the Unit is conveyed to Purchaser. In such noticeorder to induce Seller to sell the Unit to Purchaser, the Shareholder shall (i) represent to Parent Purchaser agrees that the Shareholder has complied with its obligations deed of conveyance from Seller conveying the Unit to Purchaser shall contain an express reservation in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date favor of the proposed Transfer. Parent shall have Seller (the "Repurchase Reservation") reserving unto the Seller the right, but not the obligation, to buy such shares at a price per share equal repurchase from the Purchaser the Unit on the terms and conditions set forth below in the event that Purchaser shall attempt to sell the closing price Unit during the period that is the earlier of (a) twelve (12) months from the date of conveyance of the Unit to Purchaser, or (b) the date of the last conveyance by Seller of a share unit in one of Company Common Stock on The Xxxx Condominiums, as defined in the business day immediately prior Declaration (the "Repurchase Period"). In the event Purchaser wishes to Parent’s convey the Unit during the Repurchase Period, the Purchaser shall be obligated first to notify the Seller in writing and Seller shall, for a period of fifteen (15) days following its receipt of such written notice from Purchaser, have the right (but not the obligation) to repurchase from Purchaser the Shareholders that Parent has elected to Unit at the same purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice price paid by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent Purchaser pursuant to this Section Purchase Agreement (the “Repurchase Right”). In the event Seller shall exercise its Repurchase Right, Seller shall thereafter be obligated to proceed to closing on the Unit within thirty (30) days following notification to Purchaser by the Seller of its exercise of the Repurchase Right. Should Seller exercise its Repurchase Right, Purchaser shall be effected within one Business Day after notice obligated to convey to Declarant good and marketable title by Parent special warranty deed and free of liens and encumbrances, and subject only to those title matters as to which Purchaser took subject to on the date of the exercise conveyance of its rights under this Section 4.2the Unit to Purchaser. The Unit shall also be vacant at the time of Settlement, and Parent substantially in the same physical condition. Seller shall be obligated to pay for all recording costs and other settlement costs in connection with its repurchase of the Unit, provided Purchaser shall pay for such shares by wire transfer the District of immediately available funds to an account Columbia Transfer Tax (1.1% if under $400,000 and 1.45% if over $400,000, or accounts the then current rate in effect). Closing on the repurchase shall occur at the office of a title insurance company designated in writing by Seller. Real estate taxes and Condominium assessments shall be adjusted to the Shareholderdate of the closing on the repurchase. Parent If Seller does not exercise its Repurchase Right, Purchaser shall have be free to convey the right Unit to permit a third party. Notwithstanding anything to the contrary contained in the Purchase Agreement, the provisions of this Paragraph shall survive Purchaser's closing on the Unit, and the Repurchase Right granted to Seller may be included in the deed of conveyance for the Unit. The Repurchase Right shall be subordinate to the rights of any affiliate bona fide lending institution making a first deed of Parent actually trust loan secured by the Unit to effect Purchaser hereunder and any such purchase by Parent, upon payment deed of trust lender shall take title free of all rights of repurchase in favor of Seller in the purchase price by such affiliate to the Shareholderevent of any foreclosure or deed in lieu of foreclosure.

Right of First Refusal. Prior As consideration to any Transfer of Covered Common Stock pursuant to Section 4.1 Mobil for its services and payments under the terms of this Agreement, the Shareholder intending Republic hereby grants Mobil a right of first refusal to effect acquire a Transfer pursuant PSC to Section 4.1 be awarded on all or a portion of the Acreage to be designated by Mobil under terms negotiated in accordance with Article VI. Mobil shall provide Parent with written notice at least two Business Days exercise its right as follows: On or before the end of the term of this Agreement, Mobil shall notify STPetro in advance writing that it is either: (i) exercising its right to enter into a PSC on all or a portion of the Acreage (and describing such portion); or (ii) relinquishing its right. Within thirty (30) days after notification that Mobil is exercising its right, the Republic, STPetro and Mobil (or its affiliate) shall execute such PSC. In lieu of any one or more of the blocks designated 1 through 22, Mobil may designate and select one or more blocks continguous to the Acreage to the sough as shown on the map marked Appendix "A" attached hereto ("Optional Block Nomination Area") excluding areas in water depths less that 1500 meters. Such block shall be of a size comparable to blocks within the Acreage, provided that Mobil may not select more that 22 blocks in total. The configuration of any such proposed Transfernewly designated block or blocks shall be subject to mutual agreement of the Parties. In such noticeExcept as provided herein, any newly-designated block or blocks shall be subject to the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations same terms and conditions contained in this Agreement with respect that apply to such proposed Transfer the originally designated Acreage. As consideration for grant of a right of first refusal on the Optional Block Nomination Area, Mobil agrees to pay an additional royalty on production from any field covered by the terms of the PSC as follows: Cumulative Production Additional Royalty [Redacted Rule 24b-2 Confidential Treatment Application]bbls 1% [Redacted Rule 24b-2 Confidential Treatment Application]bbls 2% [Redacted Rule 24b-2 Confidential Treatment Application]bbls and that above 3% Such Additional Royalty shall be added to the conditions to effect such Transfer royalty payable under the PSC as set forth out in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.Appendix B.

Right of First Refusal. Prior At the time of Closing Seller and Purchaser shall enter into an agreement in recordable form whereby Seller grants to Purchaser a right of first refusal to purchase all or any Transfer part of Covered Common Stock the southerly portion of the Total Property (other than the Land and Improvements), which is commonly known as 4700 Broadmoor, Grand Rapids, Michigan (the “Remaining Property”), on the same terms and conditions as contained in a contract to purchase, exchange or otherwise acquire the Remaining Property or any part thereof, which was presented to Seller, or negotiated with Seller, by a bona fide and financially competent purchaser and which Seller is willing to accept (the “Contract”); provided, however, if the Contract includes the sale of any property in addition to the Remaining Property, then Purchaser’s right of first refusal shall only apply to Remaining Property or the part thereof described in the Contract and the purchase price therefore shall be fairly and equitably allocated to the Remaining Property or the part thereof to be sold pursuant to Section 4.1 the Contract. Upon receipt of, or completion of this Agreementthe negotiation for, the Shareholder intending to effect Contract, Seller shall promptly deliver a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date copy of the proposed Transfer. Parent Contract to Purchaser and Purchaser shall have fourteen (14) days within which to notify Seller that Purchaser is exercising this right of first refusal (the right, but not “Purchase Offer Notice”). To be effective the obligation, to buy such shares at a price per share Purchase Offer Notice must include an Xxxxxxx Money check in an amount equal to the closing price amount of a share the initial xxxxxxx money required to be deposited under the Contract, which amount shall be deposited with an escrow agent satisfactory to Seller and Purchaser. If Purchaser so exercises this right of Company Common Stock first refusal, then Purchaser shall be deemed to be the purchaser of the Remaining Property to be sold pursuant to the Contract on the business day immediately prior to Parent’s written notice same terms and conditions as contained in the Contract, except that, as indicated above, if the Contract involves the sale of property in addition to the Shareholders that Parent has elected Remaining Property, Purchaser’s right of first refusal shall only apply to the Remaining Property or the part thereof to be sold pursuant to the Contract and the purchase all such shares of Covered Common Stockprice therefore shall be allocated accordingly. If Parent has Purchaser does not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written deliver timely notice of Parent’s intent to its exercise such of this right within one Business Day after receipt by Parent of the Shareholder’s notice (providedfirst refusal, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder then Seller shall be entitled to sell such shares proceed to close the sale of Covered Common Stock in order so the Remaining Property to comply be sold pursuant to the Contract with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent bona fide purchaser on the terms of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the ShareholderContract. Parent shall have the right to permit If any affiliate of Parent actually to effect any such purchase by Parent, upon payment material term of the purchase price by such affiliate Contract is changed in any material way to the Shareholderbenefit of the bona fide purchaser, then Seller shall deliver a copy of the revised Contract or any amendment thereto to Purchaser and this right of first refusal shall again be applicable to the Contract as so revised or amended.

Right of First Refusal. Prior The Company shall not directly or indirectly, without the prior consent of the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose (or announce any Transfer of Covered Common Stock pursuant offer, sale, grant or any option to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance purchase or other disposition) of any such proposed Transfer. In such noticeof its or its Affiliates' equity or equity-equivalent securities (a "Subsequent Sale") for a period of 90 days after Closing Date, the Shareholder shall except (i) represent the granting of options to Parent that employees, officers and directors under, and the Shareholder has complied with issuance of shares upon exercise of options granted under, any stock option plan heretofore or hereinafter adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock, and (iii) up to 150,000 shares to be issued pursuant to settlement obligations evidenced by existing signed Settlement Agreements; shares of Common Stock issued upon conversion of Shares in accordance herewith, unless (A) the Company provides the Purchaser a written notice (the "Subsequent Financing Notice") of its obligations in this Agreement with respect to such proposed Transfer and that the conditions intention to effect such Transfer as Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing and the amount of proceeds intended to be raised thereunder and (B) the Purchaser shall not have notified the Company within forty-eight (48) hours of its receipt of the Subsequent Financing Notice of its willingness to enter into good faith negotiations to provide (or to cause its sole designee to provide) financing to the Company on substantially the terms set forth in Section 4.1 the Subsequent Financing Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such forty-eight (48) hour period, the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; PROVIDED, that the Company shall provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser shall again have the right of first refusal set forth above in this Agreement paragraph (a), if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been satisfied and (ii) state consummated for any reason on the intended terms set forth in such Subsequent Financing Notice within 30 days after the date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderinitial Subsequent Financing Notice.

Right of First Refusal. Prior (a) Subject to Clauses ‎9.1 (Transfer Restrictions), and save in relation to a Transfer permitted by Clause ‎9.2 (Permitted Transfers) or Clause ‎14.3 (Effect of Event of Default), if one or more Shareholders (the “Selling Shareholder(s)”) wish to Transfer any of its or their Shares (the “Sale Shares”) to any bona fide third party purchaser, then such Selling Shareholder(s) shall give notice in writing (the “Sale Notice”) to the Company and each other Shareholder (the “Non-Selling Shareholders”) indicating their intention to Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementthe Sale Shares and identifying the prospective purchaser and the beneficial owner(s) thereof, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance number of Sale Shares and the terms of the offer received from the prospective purchaser, including the offer price (the “Offer Price”). Upon receipt of any such proposed Transfer. In such noticeSale Notice, the Non-Selling Shareholder(s) shall have a period of thirty (30) days from the date of service of the Sale Notice (the “Offer Period”) to give notice in writing to the Selling Shareholder(s) and the Company of their intention to purchase from the Selling Shareholder(s), at the Offer Price, all (but not less than all) of the Sale Shares (a “ROFR Exercise Notice”), and the ROFR Exercise Notice shall be binding on the Selling Shareholder(s) and any Non-Selling Shareholder providing such a ROFR Exercise Notice (the “Exercising Non-Selling Shareholders”). If there is more than one Exercising Non-Selling Shareholder within the Offer Period, then the Sale Shares shall be purchased by the Exercising Non-Selling Shareholders pro rata to their respective Shareholdings. The Exercising Non-Selling Shareholders, shall consummate the purchase of the Sale Shares as soon as reasonably practicable and in any event within ninety (i90) represent to Parent that days following the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice relevant ROFR Exercise Notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder which period shall be entitled to sell such shares of Covered Common Stock extended if required in order so for the relevant parties to comply with the matters contemplated by clause (i) obtain any required approval of Section 4.1any Governmental Authority). The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent Exercising Non-Selling Shareholders shall pay the Offer Price for such shares the Sale Shares by wire transfer of in immediately available funds to an account or accounts designated in writing by the ShareholderSelling Shareholder at least five (5) Business Days prior to such wire transfer. Parent shall have the right to permit any affiliate of Parent actually to effect any Any costs, expenses, fees and transfer taxes payable in connection with such purchase shall be borne by Parent, upon payment the Exercising Non-Selling Shareholders. The Selling Shareholder shall not be required to make any representations or warranties to the Exercising Non-Selling Shareholder in connection with the sale of the purchase price by such affiliate Sale Shares, other than customary warranties related to authority, non-contravention, ownership and the ability to convey title to the ShareholderSale Shares.

Right of First Refusal. Prior Subject to any Transfer of Covered Common Stock pursuant to Section 4.1 Paragraph (c) of this Agreement, Schedule A and the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance rights of any Facility Mortgagee at such proposed Transfer. In time to consent to or otherwise approve any such noticepurchase, and provided that there is neither an Event of Default existing under the Shareholder ARL Agreement nor a Management Termination Event existing under Paragraph 28(a)(ii) of the ARL Agreement at any of the following times: (x) the time that PSLT-BLC Holdings delivers the ROFR Notice (as defined below), (y) the time that BLC Holdings delivers the Purchase Notice (as defined below) or (z) the time of the Option Closing (as defined below), then, during and only during the Initial Term, if PSLT-BLC Holdings shall receive a bona fide third party offer, which it desires to accept (i) represent the "Offer"), to Parent purchase any or all of the Facilities that are subject to Property Leases and the Shareholder has complied with its obligations in this ARL Agreement with respect (the Facilities subject to such proposed Transfer Offer being referred to hereinafter as the "Purchase Notice Facilities"), (A) PSLT-BLC Holdings shall give written Notice of such Offer to BLC Holdings within ten (10) days after it decides it wishes to accept such offer, together with a copy of the Offer (the "ROFR Notice"), which ROFR Notice shall state the purchase price for each of the Purchase Notice Facilities covered by such Offer (the "Purchase Price") and that the other conditions, if any, on which the sale contemplated by the Offer is to be effected, and (B) BLC Holdings shall have the right (the "ROFR"), exercisable by irrevocable written Notice to PSLT-BLC Holdings within five (5) days following receipt of the Purchase Notice (the "Purchase Notice"), to purchase all but not fewer than all of the Purchase Notice Facilities for the applicable Purchase Price and, except as otherwise expressly provided in Paragraph (b) of this Schedule A, otherwise on the same terms and conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied the Purchase Notice (or to purchase PSLT-BLC's Holdings' limited liability company interests, partnership interests or other owner interests in the Provident Lessors under the Property Leases affecting such Purchase Notice Facilities (the "Ownership Interests") on such terms and (ii) state the intended date of the proposed Transfer. Parent shall have the rightconditions), but not the obligationin each case, to buy such shares at a price per share equal subject to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common StockFacility Mortgages. If Parent has not exercised its right BLC Holdings fails to purchase deliver the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent Purchase Notice within such five (5) day period, BLC Holdings will be deemed to have declined to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2Schedule A with respect to the Offer. Within three (3) Business Days following the delivery of the Purchase Notice, and Parent BLC Holdings shall pay for such shares by wire transfer cause to be delivered to PSLT-BLC Holdings a non-refundable (except as provided below) deposit in the amount of two percent (2%) of the Purchase Price, which amount shall be payable in immediately available funds funds. If BLC Holdings fails to an account or accounts designated in writing by deliver the ShareholderDeposit within such three (3) Business Day period, BLC Holdings will be deemed to have declined to exercise its rights under this Schedule A with respect to the Offer. Parent shall have The closing (the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment "Option Closing") of the purchase price by of the Purchase Notice Facilities (or the applicable Ownership Interests) specified in a Purchase Notice shall occur as promptly as practicable following the delivery of the Purchase Notice, but in no event later than sixty (60) days following the date of delivery of such affiliate Purchase Notice (the "Outside Closing Date"). The date on which the Option Closing occurs is herein referred to as the Option Closing Date. If BLC Holdings timely delivers the Purchase Notice under this Paragraph (a) of this Schedule A, then, on the Option Closing Date, PSLT-BLC Holdings shall cause the Provident Lessors to transfer to BLC Holdings or its designee all of the Provident Lessors' right, title and interest in and to the Shareholder.Purchase Notice Facilities (or

Right of First Refusal. Prior Pivot will have Right of First Refusal to purchase a 100% interest in this technology from Thrudermic for $1M USD within the first 12 months of this agreement being executed, payable in cash and/or in shares of Pivot Pharmaceuticals. Pivot will appoint either one of Xxxxxx Xxxxxxxx or Xxxxxx Xxxxx to the Company’s Scientific Advisory Board. Pivot and Thrudermic will jointly file a patent application for the use of Thrudermic dermal nanotechnology for the delivery of cannabinoids. GOVERNING LAW This letter of intent shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to the conflict of law principles thereof. The Parties agree that any Transfer action arising out of Covered Common Stock this term sheet shall be settled by arbitration pursuant to Section 4.1 the rules of the American Arbitration Association. CONFIDENTIALITY This letter of intent and the due diligence information exchanged hereunder shall be subject to the existing confidentiality agreement dated September 27, 2017 between the Parties hereof, and neither this Agreementletter of intent, nor the fact that either Party is the counterparty to this letter of intent, or the name of either Party or any of its Affiliates, may be disclosed to potential investors, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with public or regulatory authorities, by either Party without the other Party’s prior written notice at least two Business Days in advance of any such proposed Transferconsent. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal ANNOUNCEMENT Except to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written extent required by law and following reasonable notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included other party, neither party shall make any press release or any other public announcement in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent respect of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until subject matter of this letter of intent without the second Business Day after receipt prior written approval from the other. BINDING EFFECT This letter of the Shareholder’s notice), the Shareholder intent shall be entitled to sell such shares binding upon the execution of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1this agreement. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2CLOSING DATE: January 18, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder2018 PIVOT PHARMACEUTICALS INC. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by ParentThrudermic, upon payment of the purchase price by such affiliate to the Shareholder.LLC /s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx, PhD, MBA Xx. Xxxxxx Xxxxxxxx CEO CEO

Right of First Refusal. Prior A Shareholder may sell or transfer all, or any portion, of such Shareholder’s Shares to any Transfer of Covered Common Stock person or entity (the “Transferee”) pursuant to a bona fide, written, all cash offer (an “Offer”) without obtaining the consents set forth in this Section 4.1 of 2 if such transfer complies in all respects with this Section 2 and any other transfer requirement set forth in this Agreement. Such Shareholder (the “Transferring Shareholder”) shall deliver written notice (the “Transfer Notice”) to the Corporation and the other Shareholders (the “Remaining Shareholders”). The Transfer Notice shall set forth the exact terms of the Offer and the number of Shares which the Transferring Shareholder wishes to sell pursuant to the Offer (the “Offered Shares”), together with a copy of the Offer, and a statement of the desire of the Transferring Shareholder to sell the Offered Shares pursuant to the terms and conditions of the Offer. Thereafter, the Corporation, and if the Corporation fails to act as specified in this Section 2, the Remaining Shareholders, shall have the right and option to purchase all, or any portion, of the Offered Shares on the terms specified in the Offer and at the price equal the price specified in the Offer. If the Corporation desires to exercise its option, it shall give notice (the “Counter Notice”) to that effect to the Transferring Shareholder intending with a copy to effect the Remaining Shareholders within ten (10) days after receipt of the Transfer Notice. Any Counter Notice which is delivered after the expiration of such period shall be ineffective. Such Counter Notice shall set forth a Transfer pursuant date, not later than ten (10) days from the service of the Counter Notice, on which the Closing (as hereinafter defined) shall be held. By delivering a Counter Notice, the Corporation shall be deemed to have irrevocably agreed to purchase all of the Offered Shares. The Corporation’s rights under this Section 4.1 2 shall provide Parent with written notice be assignable. If the Corporation does not deliver a Counter Notice within such twenty (20) days, it shall give rise to an identical option in favor of the Remaining Shareholders to purchase, on the terms and at least two Business Days the price previously available to the Corporation, all, or any portion, of the Offered Shares. If a Remaining Shareholder desires to exercise such Remaining Shareholder’s option, such Remaining Shareholder shall have a period of twenty (20) days from the expiration of the time in advance which the Shareholders’ Counter Notice could have been served, to give such Remaining Shareholder’s Counter Notice (the “Shareholder Counter Notice”) to the Shareholders and the Corporation. Any Shareholder Counter Notice which is delivered after the expiration of such period shall be ineffective. The Shareholder Counter Notice shall set forth a date, not later than thirty (30) days from the service of such Shareholder Counter Notice, on which the Closing shall be held. By delivering a Shareholder Counter Notice, a Remaining Shareholder shall be deemed to have irrevocably agreed to purchase a pro rata number of Offered Shares so that all Remaining Shareholders delivering a Shareholder Counter Notice shall maintain their relative proportion of Share ownership as among themselves. If more than one Remaining Shareholder delivers a timely Shareholder Counter Notice, then such Remaining Shareholders shall purchase the Offered Shares at a Closing on the latest date specified in any such proposed TransferShareholder Counter Notice. The Remaining Shareholders may purchase all of the Offered Shares but may not individually or together purchase less than all of the Offered Shares. In such noticethe event that none of the Remaining Shareholders or the Corporation exercises his, her or its respective option to purchase all of the Offered Shares as set forth above or timely deliver notice of their intention to do so, then, within sixty (60) days from the expiration of the Shareholder Counter Notice option period, the Offered Shares may be sold, assigned or transferred by the Transferring Shareholder shall in accordance with the terms of the Offer; provided that (i) represent the Shares of the Transferring Shareholder shall in the hands of the Transferee remain subject to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer terms and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date Offered Shares may not be transferred to any person or entity that the Board of Directors in good xxxxx xxxxx to be a competitor of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common StockCorporation. If Parent has not exercised its right for any reason no such transfer shall take place within such sixty (60) day period, the Offered Shares shall remain subject to purchase this Agreement and any further offer or sale must be made in accordance with the shares provisions of Company Common Stock included in this Agreement. Notwithstanding the Shareholder’s notice by providing Shareholder written notice terms of Parent’s intent to exercise such right within one Business Day after receipt by Parent this Section 2, except with the consent of the Shareholder’s notice (providedBoard of Directors, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled permitted to sell such shares of Covered be a Transferring Shareholder if any Common Stock in order so held by him, her of it is subject to comply with a right of repurchase under a restricted stock purchase or similar agreement between such Shareholder and the matters contemplated by clause (i) Corporation. Notwithstanding the terms of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section 2, the provisions of this Section 2 shall be effected within one Business Day after notice inapplicable with respect to any sale or transfer by Parent of the exercise of its rights any Shareholder under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account 3 who is “tagging along” or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderbeing “dragged along.”

Right of First Refusal. Prior Except as otherwise expressly provided in this Section 3.3, in the event Purchaser desires to transfer any or all of its Restricted Securities, Purchaser must deliver a notice in writing by certified mail ("Notice") to the Company stating (A) its bona fide intention to sell or transfer such securities, (B) the number of such Restricted Securities to be sold or transferred, (C) the price, if any, for which Purchaser proposes to sell or transfer such Restricted Securities, and (D) the name of the proposed purchaser or transferee. In the event the proposed transfer is partially or completely in exchange for assets other than cash, then such assets shall be deemed to have a cash value in the amount determined by the Company's Board of Directors in its sole good faith opinion, in which case such cash value ascertained by the Board, when added to any Transfer cash to be exchanged and then divided by the number of Covered Common Stock pursuant Restricted Securities to Section 4.1 of this Agreementbe transferred, shall be deemed the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as price per security set forth in Section 4.1 the Notice. The Company shall then have an exclusive, irrevocable option (the "Company Option"), at any time within thirty (30) days of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s noticeNotice, to purchase some or all of the Restricted Securities to which the Notice refers at the price per security specified in the Notice (as determined above). The Company shall exercise the Company Option by written notice signed by an officer of the Company and delivered or mailed to the Purchaser (the "Company Settlement Notice"), which notice shall specify the Shareholder shall be entitled to sell time, place and date for settlement of such shares purchase. Within thirty (30) days of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent receipt of the exercise Company Settlement Notice, the Purchaser must deliver to the Company all certificates or other related documentation for the securities being acquired by the Company which are not already in the Company's custody, together with proper assignments in blank of its rights under this Section 4.2the Restricted Securities with signatures properly guaranteed and with such other documents as may be required by the Company to provide reasonable assurance that each necessary endorsement is genuine and effective, and Parent the Company must thereupon deliver to the Purchaser full cash payment for the Restricted Securities being acquired, provided that if the terms of payment set forth in the Notice were other than cash against delivery, the Company shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated said securities as described above. In the event the Company notifies Purchaser that it is not interested in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate Restricted Securities or fails to give Purchaser timely notice of its interest, Purchaser shall be free to sell or transfer the Restricted Securities to any third party, subject to the Shareholderrestrictions in this Agreement. The Company may at any time freely assign the Company Option to any third party.

Right of First Refusal. Prior to If, at any Transfer time after the termination of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement Lock-Up Period with respect to the Sale Securities (as defined below), BT or any Management Stockholder desires to Transfer any or all of its, his or her Shares (the Shares to be so Transferred being referred to herein as the "Sale Securities") to a Third Party, such selling Stockholder shall first offer to sell such Sale Securities to the Company (the "Offer"), pursuant to a written notice (the "Notice") delivered to the Company (with a copy to Odyssey) setting forth the number of Sale Securities such selling Stockholder proposes to Transfer, the proposed transferee, the bona fide purchase price offered by such transferee for, and the other terms and conditions of, such proposed Transfer and that sale of the conditions Sale Securities. The purchase price per share payable by Odyssey or the Company (as the case may be) for such Sale Securities shall be equal to effect the purchase price offered therefor by such Transfer Third Party as set forth in Section 4.1 the Offer. Upon its receipt of this Agreement the Notice, the Company shall have been satisfied thirty (30) Business Days (the "Offer Period") within which to accept the Offer to purchase all, but not less than all, of the Sale Securities at the purchase price and upon the terms and conditions offered by the Third Party as specified in the Offer. If the Company elects to accept the Offer, it shall notify the selling Stockholder thereof in writing prior to 11:59 p.m., New York City time, on the last day of the Offer Period, and the Company and the selling Stockholder shall close the sale of the Sale Securities on the tenth Business Day following delivery of such written acceptance of the Offer, at which closing (i) the Company shall pay to the selling Stockholder in cash an amount equal to the aggregate purchase price for the Sale Securities as provided above and (ii) the selling Stockholder shall deliver to the Company a certificate or certificates representing the Sale Securities, duly endorsed for transfer with executed stock powers attached. If, however, (A) the Company does not notify the selling Stockholder within the Offer Period of its election to purchase all of the Sale Securities pursuant to the Offer or if the Company notifies such selling Stockholder in writing that it declines to accept the Offer or (B) if the Company fails to consummate the closing of the sale of the Sale Securities as aforesaid while the Selling Stockholder was prepared and willing to do so, then the selling Stockholder shall have the right to Transfer (subject to such selling Stockholder's prior delivery to the Company of such certifications and opinions of counsel addressed to the Company as the Company may reasonably request to confirm that such Transfer is made in compliance with the Securities Act and applicable state securities laws) all, but not less than all, of the intended Sale Securities only to the Third Party transferee identified in the Offer and only for the price and upon the terms and conditions set forth in the Offer, within the 180 day period immediately following the later of (1) the date of the proposed Transfer. Parent shall have Company's failure to close the right, but not purchase of the obligation, to buy such shares at a price per share equal to Sale Securities as described in clause (B) above and (2) the closing price earlier of a share (x) the date of Company Common Stock on the business day immediately prior to Parent’s Company's delivery of written notice to the Shareholders that Parent has elected selling Stockholder pursuant to purchase all such shares of Covered Common Stock. If Parent has not exercised its right which the Company expressly declines to purchase accept the shares of Company Common Stock included in Offer and (y) the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent expiration of the Shareholder’s notice (providedOffer Period. If, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m.however, New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt all of the Shareholder’s noticeSale Securities are not so Transferred within such 180-day period, such Sale Securities shall once again be subject to the rights of first refusal set forth in this Section 1.1(b). The rights of the Company set forth in this Section 1.1(b) shall be in addition to, and not exclusive of, the Shareholder shall be entitled to sell such shares of Covered Common Stock Company's repurchase rights set forth in order so to comply with the matters contemplated by clause (i) of Section 4.1Article IV hereof. The purchase of any shares of Covered Common Stock by Parent pursuant Company may from time to this Section shall be effected within one Business Day after notice by Parent of the exercise of time assign its rights under this Section 4.21.1(b), and Parent shall pay for such shares by wire transfer of immediately available funds in whole or in part, to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderOdyssey.

Right of First Refusal. Prior to any Transfer Any full or partial Assignment of Covered Common Stock pursuant to Section 4.1 of the rights and obligations under this Agreement, except for merger, spin-off, and consolidation, when the Shareholder intending corporate reorganization results in change of the Contractor, shall be subject to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance the following procedure. Once the final terms and conditions of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement an Assignment have been satisfied duly negotiated by the assignor, it shall disclose the final commercial terms and (ii) state the intended date conditions relevant to acquisition of the proposed Transfer. Parent shall have share (and, if applicable, determination of the right, but not amount in cash for acquisition of the obligation, to buy such shares at share) through a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stockother Contractors. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Each Contractor shall have the right to permit any affiliate of Parent actually acquire the assigning Contractor’s shares according to effect any such purchase by Parentthe final commercial terms and conditions described in the notice provided for in paragraph Erro! Fonte de referência não encontrada. if, upon payment within thirty (30) days of the purchase price by assignor’s notice, such affiliate Party submits to all other Contractors a counter notice accepting such terms and conditions without reservations or conditions. If no Contractor submits such counter notice, the Assignment between the assignor and the assignee described in the notice provided for in paragraph Erro! Fonte de referência não encontrada. may be concluded, subject to other provisions of Clause Thirty of this Agreement, under terms and conditions not more favorable to the Shareholder.assignee than those provided for in the notice of paragraph Erro! Fonte de referência não encontrada. to the Contractors, provided that the Assignment is concluded within one hundred and eighty (180) days of the date of notice. No Contractor shall have the right or be required to acquire any asset other than the Assignor’s rights and obligations in relation to this Agreement and the Assignor’s shares in the Consortium, regardless of other transactions included in the Assignment. ANNEX XII – COST OIL RECOVERY LIMIT AND PROFIT OIL SHARING PERCENTAGE DURING THE PRODUCTION PHASE, THE CONTRACTOR SHALL, EVERY MONTH, RECEIVE THE PRODUCTION SHARE CORRESPONDING TO THE COST OIL, OBSERVING THE LIMIT OF [(XXXXXXXXXXX (XX%)] OF THE GROSS PRODUCTION VALUE. Federal Government’s Profit Oil Share (%) Production per Producing Well (bbl/d) Barrel price (USD/bbl) <Prod1 Between Prod1 and Prod2 Between Prod3 and Prod4 > Prod4 < P1 Between P1 and P2 Between P2 and P3 Between P3 and P4

Right of First Refusal. Prior Subject to the exceptions described ---------------------- below, the Company and its Subsidiaries shall not negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("FUTURE OFFERINGS") during the period beginning on the Initial Closing Date and ending on and including the date which is 365 days after the Initial Closing Date, unless it shall have first delivered to each Buyer or a designee appointed by such Buyer written notice (the "FUTURE OFFERING NOTICE") describing the proposed Future Offering, including the terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (as defined below), as of the date of delivery of the Future Offering Notice on the same terms and conditions set forth in the Future Offering Notice (the limitations referred to in this sentence are collectively referred to as the "CAPITAL RAISING LIMITATION"). For purposes of this Section 4(g), "AGGREGATE PERCENTAGE" at any time with respect to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, Buyer shall mean the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall percentage obtained by dividing (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to number of Preferred Shares purchased by such proposed Transfer and that Buyer at the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and Initial Closing by (ii) the aggregate number of Preferred Shares purchased by all the Buyers at the Initial Closing. A Buyer can exercise its option to participate in a Future Offering by delivering written notice thereof to participate to the Company within ten (10) business days of receipt of a Future Offering Notice, which notice shall state the intended date quantity of securities being offered in the proposed Transfer. Parent shall have the rightFuture Offering that such Buyer will purchase, but not the obligationup to its Aggregate Percentage, to buy such shares at a price per share equal to the closing price and that number of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected securities it is willing to purchase all such shares in excess of Covered Common Stockits Aggregate Percentage. If Parent has not exercised its right In the event that one or more Buyers fail to elect to purchase the shares up to each such Buyer's Aggregate Percentage then each Buyer which has indicated that it is willing to purchase a number of Company Common Stock included securities in the Shareholder’s notice by providing Shareholder written notice excess of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder its Aggregate Percentage shall be entitled to purchase its pro rata portion (determined in the same manner as described in the preceding sentence) of the securities in the Future Offering which one or more Buyers have not elected to purchase. In the event the Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4(g), the Company shall have 30 days thereafter to sell the securities of the Future Offering for which such Buyer's rights were not exercised, upon terms and conditions (including the amount thereof), no more favorable to the purchasers thereof than specified in the Future Offering Notice. In the event the Company has not sold such securities of the Future Offering within such 30 day period, the Company shall not thereafter issue or sell such shares securities without first offering such securities to the Buyers in the manner provided in this Section 4(g). The Capital Raising Limitation shall not apply to (i) a loan from a commercial bank which does not have any equity feature, (ii) any transaction involving the Company's issuances of Covered securities (A) as consideration in a merger or consolidation, (B) in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or (C) as consideration for the acquisition of a business, product or license by the Company, (iii) the issuance of Common Stock in order so a firm commitment underwritten public offering, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan for the benefit of the Company's employees, directors or consultants, (vi) on or prior to comply the 90th day after the Initial Closing Date, the issuance of New Equity Securities (as defined in Section 4(n) hereof), provided that the Company fully complies with the matters contemplated by clause (iits obligations under Section 4(n) of Section 4.1hereof. The purchase Buyers shall not be required to participate or exercise their right of any shares first refusal with respect to a particular Future Offering in order to exercise their right of Covered Common Stock by Parent first refusal with respect to later Future Offerings or (vii) the sale of the Company's equity securities pursuant to this Section shall be effected within one Business Day after notice that certain Agreement and Plan of Reorganization by Parent and among the Company, Creative Fulfillment, Inc. and certain other parties dated as of October 8, 1998 as attached as Exhibit F and that certain Agreement and Plan of Reorganization by and among the exercise Company and Nordic Entertainment Worldwide, Inc. and certain other parties dated as of its rights under this Section 4.2October 8, and Parent shall pay for such shares by wire transfer of immediately available funds 1998 as attached as Exhibit G, in each case, without regard to an account any amendments or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdersupplements thereto.

Right of First Refusal. Prior (a) The Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition of) any of Covered its or the Subsidiaries' equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable for Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of (any such proposed Transfer. In such noticeoffer, sale, grant, disposition or announcement being referred to as a "SUBSEQUENT PLACEMENT"), from the Shareholder shall date hereof until the first year anniversary of the date hereof, unless: (i) represent the Company delivers to Parent that each of the Shareholder has complied with Purchasers a written notice (the "SUBSEQUENT PLACEMENT NOTICE") of its obligations in this Agreement with respect to such proposed Transfer and that the conditions intention to effect such Transfer as set forth Subsequent Placement, which Subsequent Placement Notice shall describe in Section 4.1 reasonable detail the proposed terms of this Agreement have been satisfied such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto and (ii) state such Purchaser shall not have notified the intended Company by 5:30 p.m. (New York City time) on the fifth Trading Day after its receipt of the Subsequent Placement Notice of its willingness to provide (or to cause its designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on the same terms set forth in the Subsequent Placement Notice. The Company and the Purchasers shall use their commercially reasonable efforts to complete such mutually acceptable documentation by the 30th day following the date of the proposed Transferdelivery of the Subsequent Placement Notice. Parent If the Purchasers shall have fail to so notify the rightCompany of their willingness to participate in the full Subsequent Placement, but not the obligation, to buy Company may effect such shares at a price per share equal Subsequent Placement on the terms and to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included Persons set forth in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of Subsequent Placement Notice; provided that the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on Company must provide the Purchasers with a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2Subsequent Placement Notice, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall Purchasers will again have the right of first refusal set forth above in this paragraph (b), if the Subsequent Placement subject to permit the initial Subsequent Placement Notice is not consummated for any affiliate of Parent actually to effect any reason on the terms set forth in such purchase by Parent, upon payment Subsequent Placement Notice within 60 Trading Days after the date of the purchase price by such affiliate initial Subsequent Placement Notice with the Person identified in the Subsequent Placement Notice. If the Purchasers indicate a willingness to the Shareholder.provide financing in

Right of First Refusal. Prior The Company hereby grants to any Transfer each Holder, ---------------------- subject to the terms and conditions specified in this Section 3.2, the right of Covered Common Stock first refusal to purchase, on the terms and conditions set forth in the Company's notice pursuant to this Section 4.1 3.2, up to its Pro Rata Share of this Agreementall New Securities that the Company may, from time to time, propose to sell and issue. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Holder written notice (the "Election Notice") of its intention, describing the type of New Securities, the Shareholder intending price and the general terms upon which the Company proposes to effect a Transfer pursuant to Section 4.1 issue the same. Each Holder shall provide Parent with written notice at least two Business Days in advance have 15 days from the date of any such proposed Transfer. In such notice, notice to exercise its right of first refusal under this Section 3.2 for the Shareholder shall (i) represent to Parent that price and upon the Shareholder has complied with its obligations general terms specified in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s notice by giving written notice to the Shareholders that Parent has Company and stating therein the quantity of New Securities to be purchased. Each Holder shall also have the option, exercisable by so specifying in the Election Notice, to purchase such Holder's pro rata portion of any remaining New Securities not purchased by other Holders, in which case the Holders exercising such further option shall be deemed to have elected to purchase such Holder's pro rata portion of such remaining New Securities, up to an aggregate maximum number of New Securities which such Holder shall have specified in the Election Notice. The Company shall have 90 days after the 15- day period described in this Section 3.2 to sell all such shares New Securities respecting which the Holders' rights of Covered Common Stockfirst refusal hereunder were not exercised, at a price and upon terms no more favorable in any material respect to the purchasers thereof than specified in the Company's notice. If Parent In the event the Company has not exercised its right to purchase sold all such New Securities within such 90-day period, the shares of Company Common Stock included shall not thereafter issue or sell any New Securities without first notifying the Investors in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdermanner provided herein.

Right of First Refusal. Prior For so long as Tenant leases and personally occupies more Rentable Area in the Building than any other tenant, Tenant shall have a right of first refusal ("ROFR") as to any Transfer rentable premises in the Building for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant if Landlord has not received Tenant's Election Notice (as defined below) within thirty-six (36) months after the Execution Date (i.e., this ROFR will expire thirty-six (36) months after the Execution Date). In the event the expiration date for the term of Covered Common Stock such Available ROFR Premises would be later than the date of the expiration or earlier termination of this Lease, then the Term for the existing Premises will be extended to such later expiration date, and Base Rent for the existing Premises during such extended Term will be equal to the FMV as determined pursuant to Section 4.1 42.1 above. This ROFR will not apply to the lease currently being negotiated by Landlord for a portion of the third (3rd) floor with Novartis Pharmaceuticals Corporation or its designee. Landlord covenants not to amend any currently existing lease with any tenant of any space subject to this AgreementROFR in a manner that would provide such tenant a renewal option or allow such tenant to extend its lease in a manner that would circumvent Tenant's ability to exercise the ROFR, without first obtaining Tenant's prior written consent. In the Shareholder intending event Landlord receives from a third party a bona fide offer to effect a Transfer pursuant to Section 4.1 lease Available ROFR Premises, Landlord shall provide Parent with written notice at least two Business Days in advance thereof to Tenant (the "Notice of any such Offer"), specifying the terms and conditions of a proposed Transfer. In such notice, the Shareholder shall (i) represent lease to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date Tenant of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAvailable ROFR Premises.

Right of First Refusal. Prior Subject to the exceptions described ---------------------- below, the Company and its subsidiaries shall not contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any subsidiary (including debt securities with an equity component) in any form ("FUTURE OFFERINGS") during the period beginning on the Closing Date and ending on and including the date which is 365 days after the Closing Date, unless it shall have first delivered to each Buyer or a designee appointed by such Buyer written notice (the "FUTURE OFFERING NOTICE") describing the proposed Future Offering, including the terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (as defined below), as of the date of delivery of the Future Offering Notice, in the Future Offering (the limitations referred to in this sentence are collectively referred to as the "CAPITAL RAISING LIMITATION"). For purposes of this Section 4(g), "AGGREGATE PERCENTAGE" at any time with respect to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, Buyer shall mean the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall percentage obtained by dividing (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to aggregate number of Preferred Shares purchased by such proposed Transfer and that Buyer at the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and Closings by (ii) the aggregate number of Preferred Shares purchased by all Buyers at the Closings. A Buyer can exercise its option to participate in a Future Offering by delivering written notice thereof to participate to the Company within ten (10) business days of receipt of a Future Offering Notice, which notice shall state the intended date quantity of securities being offered in the proposed Transfer. Parent shall have the rightFuture Offering that such Buyer will purchase, but not the obligationup to its Aggregate Percentage, to buy such shares at a price per share equal to the closing price and that number of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected securities it is willing to purchase all such shares in excess of Covered Common Stockits Aggregate Percentage. If Parent has not exercised its right In the event that one or more Buyers fail to elect to purchase the shares up to each such Buyer's Aggregate Percentage then each Buyer which has indicated that it is willing to purchase a number of Company Common Stock included securities in the Shareholder’s notice by providing Shareholder written notice excess of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder its Aggregate Percentage shall be entitled to purchase its pro rata portion (determined in the same manner as described in the preceding sentence) of the securities in the Future Offering which one or more Buyers have not elected to purchase. In the event the Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4(g), the Company shall have 45 days thereafter to sell the securities of the Future Offering respecting which such Buyer's rights were not exercised, upon terms and conditions, no more favorable to the purchasers thereof than specified in the Future Offering Notice. In the event the Company has not sold such securities of the Future Offering within such 45 day period, the Company shall not thereafter issue or sell such shares securities without first offering such securities to the Buyers in the manner provided in this Section 4(g). The Capital Raising Limitation shall not apply to (i) a loan from a commercial bank, (ii) any transaction involving the Company's issuances of Covered securities (A) as consideration in a merger or consolidation, (B) in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or (C) as consideration for the acquisition of a business, product or license or other assets by the Company, (iii) the issuance of Common Stock in order so a firm commitment, underwritten public offering, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option plan, restricted stock plan, stock purchase plan or other plan or written compensation contract for the benefit of the Company's employees or directors, or (vi) the issuance of securities pursuant to comply the Rights Agreement, dated September 15, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as amended from time to time in accordance with its terms (the matters contemplated by clause (i) of Section 4.1"RIGHTS AGREEMENT"). The purchase Buyers shall not be required to participate or exercise their right of any shares first refusal with respect to a particular Future Offering in order to exercise their right of Covered Common Stock by Parent pursuant first refusal with respect to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderlater Future Offerings.

Right of First Refusal. Prior Subject to Subsection B below, and subject to any Transfer expansion or renewal options of Covered Common Stock pursuant any current tenant in the Building (a "Prior Tenant"), Landlord hereby grants to Section 4.1 Tenant for the term of this Agreementthe Lease a right of first refusal for space on the fifth and seventh floors of the north tower of the Building (collectively, the Shareholder intending "ROFR Space"), to effect be exercised in accordance with Subsection A below. A. If Landlord receives a Transfer pursuant bona fide letter of intent on any ROFR Space (see attached Exhibit "A"), Landlord shall so notify Tenant ("Landlord's ROFR Notice") identifying the available ROFR Space (the "Subject ROFR Space"). Tenant shall notify Landlord within ten (10) business days of receipt of Landlord's ROFR Notice whether it desires to Section 4.1 lease the Subject ROFR Space. Such ROFR Space shall provide Parent with written notice be leased at least two Business Days in advance the lesser of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as Base Rent terms set forth in Section 4.1 of this Agreement have been satisfied and (ii) state Landlord's ROFR Notice or the intended date same Base Rent terms of the proposed TransferLease and the Landlord's Contribution of any ROFR Space shall be $0.22 per rentable square foot for each full month of the term of the ROFR Space. Parent If Tenant does not notify Landlord within said 10-business day period that it will lease the Subject ROFR Space, Tenant shall be deemed to have refused the Subject ROFR Space. After any refusal, Tenant shall have no further right of THIS THIRD AMENDMENT To LEASE by and between CDR Presidential, L.L.C., a Limited Liability Company organized under the rightState of Florida ("Landlord") and Concord Camera Corp., but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice New Jersey corporation (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice"Tenant"), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.

Right of First Refusal. Prior Upon the Closing of the Offering, for a period of eighteen (18) months from such Closing, the Company grants each of Maxim and Jxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to each of Maxim and JG for such Subject Transactions. The Right of First Refusal shall not apply to the private placement fund-raising efforts of Immutak. For the avoidance of doubt, the Right of First Refusal shall apply to: (a) the public equity fund-raising efforts of Immutak; and (b) solely in the event that either Immutak’s securities become publicly traded or Immutak merges with and into the Company such that the Company’s majority operations are the operations currently conducted by Immutak, to any Transfer offerings undertaken by Immutak and/or the Company. In the event that both Maxim and JG exercise their respective Right of Covered Common Stock pursuant First Refusal as to Section 4.1 of this Agreementthe same public equity offering, the Shareholder intending economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall be 75% to effect Maxim and 25% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Transfer pursuant Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to Section 4.1 shall provide Parent with pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by Parent, upon payment Maxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction during the purchase price by such affiliate eighteen (18) month period agreed to the Shareholderabove.

Right of First Refusal. Prior In the very near future, the Company will be rolling out a payment app that allows Golfers to get an “express check-in”. Subject to the terms and conditions set forth herein; and the distributor’s willingness to engage in such a service, the Dis- tributor hereby agrees to give the Company first right of refusal before implementing a similar solution with another company. Distributor covenants that it shall not solicit and/or utilize any similar services from any other service providers or this type of service for a period of 18 months from last acceptance of this agreement, without providing the Company with the First Right of Refusal. As used herein, the right of first refusal shall mean that Distributor shall negotiate exclusively with Company for a period of thirty (30) days prior to the termination of this Clause. After such exclusive negotiation period and having acted in good faith, Distributor shall be free to negotiate with any person. The company has 90 days to match the terms of such a service offered to the golf course, by any competitor. Non-solicitation. Company shall be the sole and exclusive owner of all rights, title and in- terests to any Transfer of Covered Common Stock pursuant to Section 4.1 and all intellectual property rights arising from the performance of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the rightincluding, but not limited to, any copyrights, patent, know-how and other- wise. Fee Arrangement. In lieu of service payments, Distributor shall provide Company with an appropriate space (to be agreed on with Company’s representative) in its golf shop. Dis- tributor also agrees to promote Company’s services on its website, with the obligationterms and on conditions specifically tailored to each individual Distributor. Site Preparation, Equipment Installation and Removal. Upon Distributor’s agreeing to buy the terms of this Section, a detailed installation plan and schedule shall be submitted by Company to Distributor. Distributor shall make the necessary site preparations, including renovations of its buildings or improvements forming the site for the installation of the equipment. The equipment (such shares as tablet or iPad) shall be provided by Company on a lease basis, it also shall be solely responsible for the cost of equipment acquisition, deliv- ery, installation, and set-up. This shall be installed at a price per share equal time and in a manner satisfactory to Distributor. The equipment shall be installed in accordance with the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent requirements of the Shareholder’s notice (providedAmericans with Disabilities Act and any other applicable law, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m.ordinance, New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt or regula- tion. Removal of the Shareholder’s notice)equipment upon expiration of this Clause, including all costs and fees associated therewith, shall be the responsibility of Company. Upon removal of the equipment, Company shall restore the site to as good a condition as previously existed. Maintenance. Company shall monitor the equipment with the frequency agreed to by the parties. Company shall be responsible for performing preventative maintenance and for correcting all related malfunctions. Golf GPS Promotion. At its discretion, the Shareholder Distributor shall be entitled to sell such shares of Covered Common Stock in order so to comply with promote the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2Company’s Golf GPS apps, and Parent its related services on Distributor’s website, as well as through advertising materials, brochures, location directory, and other marketing materials provided by Com- pany. Company’s name, its logos, designs, trademarks and copyright as referred to herein shall pay for such shares by wire transfer remain the property of immediately available funds to an account or accounts designated in writing by the ShareholderCompany. Parent shall have Company grants Distributor the right to permit any affiliate of Parent actually to effect any such purchase by Parentuse the above in connection with the services described above; provided, upon payment of the purchase price by such affiliate to the Shareholderhowever, that said rights are nonexclusive, non-assignable, and nontransferable.

Right of First Refusal. Prior The Company agrees to provide the Buyer with a right of first refusal with respect to subsequent financings, as follows: The Company shall not, without the prior written consent of the Buyer, offer or sell any Transfer of Covered Common Stock pursuant its equity securities in a transaction intended to Section 4.1 be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") until the earlier of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent the termination of the Pledge Agreement dated of even date herewith by and among certain shareholders of the Company and the Buyer, or (ii) the Registration Deadline, as such term is defined in the Registration Rights Agreement, other than (x) the granting of options or warrants to Parent that employees, officers and directors, and the Shareholder has complied with issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (y) shares of Common Stock issuable upon exercise of currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities of the Company, and (z) shares of Common Stock issuable upon conversion of the Series A Preferred Shares, unless (A) the Company delivers to the Buyer a written notice (the "Subsequent Placement Notice") of its obligations in this Agreement with respect to such proposed Transfer and that the conditions intention to effect such Transfer as Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the entity with which such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Buyer shall not have notified the Company by 5:30 p.m. (New York City time) on the third business day after the delivery of the Subsequent Placement Notice of its willingness to provide financing to the Company on the same terms set forth in Section 4.1 the Subsequent Placement Notice. If the Buyer shall notify the Company of this Agreement have been satisfied and (ii) state its willingness to so provide financing on such terms, the intended date Buyer shall provide such financing, but the Company shall not be required in any event to accept financing from the Buyer in an amount less than or in excess of the proposed Transferamount set forth in the Subsequent Placement Notice. Parent If the Buyer shall have fail to notify the rightCompany of its intention to provide such financing, but not the obligation, to buy such shares at a price per share equal Company may effect the Subsequent Placement substantially upon the terms and to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included entity or entities (or affiliates thereof) set forth in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.Subsequent Placement Notice;

Right of First Refusal. Prior Effective upon the closing of the Offering and lasting for a period of twelve (12) months thereafter (the “ROFR Period”), Compass Point shall have a right of first refusal to act as the lead book-running underwriter or placement agent in connection with any Transfer and all public or private equity offerings and equity-linked financings (each a “Subject Transaction”) contemplated by the Company, and in acting in such capacity, Compass Point shall be entitled to a fee of Covered Common Stock pursuant to Section 4.1 no less than any other underwriter or placement agent participating in the Subject Transaction. If no closing of the Offering occurs during the term of this Agreement, Compass Point shall not be entitled to any right of first refusal and there shall be no ROFR Period. If no other underwriter or placement agent is participating in the Shareholder intending to effect Subject Transaction, then the fee offered shall be consistent with the market rate for similar engagements. Notwithstanding the foregoing, in no circumstance shall the gross fee be greater than 5.0% of the gross proceeds from a Transfer pursuant to Section 4.1 non-At-The-Market (“ATM”) Subject Transaction or greater than 2% of the gross proceeds from an ATM Subject Transaction. The term “Subject Transaction” shall provide Parent with written notice at least two Business Days in advance not include any of any such proposed Transfer. In such notice, the Shareholder shall following: (i) represent securities issued by the Company or any of its subsidiaries in connection with an acquisition, a merger, a consolidation or a sale or purchase of assets or in connection with a strategic investment, partnership or joint venture, (ii) securities issued by the Company or any of its subsidiaries in connection with any debt financing, other than convertible notes issued by the Company, (iii) securities issued by the Company in a self-directed offering, and (iv) securities issued pursuant to Parent that employee benefit, option or purchase plans in effect as of the Shareholder has complied date of this Agreement. If the Company intends to pursue a Subject Transaction during the ROFR Period, it shall not retain, engage or solicit any other investment bank, broker-dealer, underwriter, placement agent or similar entity, unless the Company first sends the material terms of the proposed Subject Transaction in writing to Compass Point (the “Written Offering Terms”) and provides Compass Point with the opportunity to exercise its obligations in this Agreement right of first refusal with respect to the Subject Transaction. In this regard, Compass Point shall have five (5) business days from its receipt of the Written Offering Terms in which to determine whether or not to act as the underwriter or placement agent for the Subject Transaction. If Compass Point refuses, then the Company may engage another underwriter or placement agent to act as the underwriter or placement agent for the Subject Transaction. If such proposed Transfer financing is consummated (A) with another underwriter or placement agent upon substantially the same terms and that conditions as the Written Offering Terms and (B) within six (6) months after the end of the aforesaid five (5) business day period, then Compass Point’s’ right of first refusal shall be forfeited; provided, however, if such Subject Transaction is not consummated under the conditions to effect such Transfer as of clause (A) and (B) above, then the right of first refusal shall once again be reinstated under the same terms and conditions set forth in Section 4.1 this paragraph during the remainder of the ROFR Period. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean: (i) a material breach by Compass Point of this Agreement have been satisfied and (ii) state or a material failure by Compass Point to provide the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters services as contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAgreement.

Right of First Refusal. Prior This Section shall be in full force and effect until the full and final satisfaction in cash of all obligations under the Production Payment Documents. In the event that Seller intends to produce Hydrocarbons from any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreementproperty owned by the Seller within the Edwards Trend, including, without limitation, the Shareholder intending Subject Interesxx, (x "Proposed Activity") and prior to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of Seller approaching any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement other Person with respect to such Proposed Activity, Seller first shall provide Purchaser with notice of its intent to produce Hydrocarbons in connection with such Proposed Activity, together with the information described in clauses (i) through (x) of Section 2(b) above, as well as any other information which Purchaser may reasonably request in order for Purchaser to adequately evaluate whether Purchaser would be willing to purchase a Production Payment in connection with such Proposed Activity. Purchaser's option to purchase a Production Payment in connection with such Proposed Activity shall be subject to the terms and conditions of Section 2(d) above. Purchaser shall then have a period of no less than thirty (30) days after the delivery of such notice and all such information in order to determine whether Purchaser shall purchase a Production Payment in connection with such Proposed Activity. At the end of such period, Purchaser shall inform Seller whether it will purchase a Production Payment in connection with such Proposed Activity. Purchaser shall have no obligation to purchase a Production Payment in connection with such Proposed Activity and may choose to purchase (or not to purchase) a Production Payment in connection with any such Proposed Activity without limiting its rights with respect to any future Proposed Activity. If, and only if, Purchaser declines to purchase a Production Payment in connection with such Proposed Activity,Seller shall be permitted to approach other Persons with respect to the production of Hydrocarbons in connection with such Proposed Activity, provided that the proposal concerning such Proposed Activity offered to such other Persons be on terms substantially similar to those offered to Purchaser. In the event that any Person agrees to finance any portion of such Proposed Activity, then Purchaser shall have the preferential right and option to match such Person's offer with respect to the Proposed Activity under the same terms and conditions proposed Transfer by such other Person. Within ten (10) Business Days of Purchaser's receipt of such Person's offer with respect to the Proposed Activity, the terms and conditions proposed by such Person and all material information relating to such offer and proposal, Purchaser must advise Seller whether Purchaser wishes to match such Person's offer with respect to the Proposed Activity. Seller covenants and acknowledges that the granting of this right of first refusal was a material condition and consideration for the payment of the Initial Purchase Price/Installment Price and that Purchaser would not have made such payment except for the conditions to effect such Transfer as set forth in Section 4.1 granting of this Agreement have been satisfied right of first refusal with respect to the Proposed Activity. In the event that (i) Purchaser declines to finance such Proposed Activity and (ii) state another Person is willing to finance such Proposed Activity on terms substantially similar to those offered to Purchaser, then Seller shall be free to proceed with such Proposed Activity, provided that the intended date financing of such Proposed Activity does not result in a Material Negative Reservoir Event. The terms of this Section 2(f) shall be deemed to be a covenant of the proposed Transfer. Parent shall have the right, but Seller and not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply covenant running with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of land and the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderSubject Interests.

Right of First Refusal. Prior During the initial and any extended term of this Agreement (the “First Refusal Period”), Wexford shall give the Company a right of first refusal with respect to any Transfer purchase, lease or similar investment opportunities in Capesize, Panamax, Handymax or Handysize vessels (“Dry Bulk Ships”) presented to or originated by Wexford or the Company Group (each an “Opportunity”). During the First Refusal Period, Wexford shall notify the Company of Covered Common Stock pursuant to Section 4.1 of this Agreement, each Opportunity by sending the Shareholder intending to effect Company a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two describing such Opportunity in sufficient detail to allow the Company to make an investment decision. If within a fifteen (15) Business Days Day (as defined below) period following its receipt of such notice the Company either (x) notifies Wexford in advance of any writing that the Company declines to invest in such proposed Transfer. In Opportunity or (y) fails to respond to such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent then Wexford shall have the right to permit invest in such Opportunity or direct such investment to its affiliates or any affiliate other person or entity on substantially the same terms and conditions set forth in the notice. If the person originating the Opportunity has indicated to Wexford that a decision about whether to invest in such Opportunity must be made on an expedited basis, Wexford shall inform the Company in writing of Parent actually such shorter time period, and the Company will use reasonable efforts to effect make an investment decision on such expedited basis so as to allow Wexford sufficient time to decide whether to pursue such Opportunity in the event that the Company declines to pursue same. If the terms and conditions of any such purchase by ParentOpportunity shall materially improve from those set forth in any notice, upon payment of then Wexford shall so advise the purchase price by such affiliate to Company in an additional written notice, and the Shareholder.Company shall have an additional ten (10)

Right of First Refusal. Prior SD & G is currently evaluating the potential of obtaining a permit or license to any Transfer conduct the remediation of Covered Common Stock pursuant dredge spoils from dredging operations to Section 4.1 be located on a 17 acre parcel adjacent to the premises which are the subject hereof. For purposes of this Agreement, remediation shall be defined as all operations and processes appropriate to the Shareholder intending performance of remediation, including but not limited to effect transportation, loading and unloading material, conveying material, transferring material on-site or off-site, windrowing, mixing material, and other such functions involved in the remediation process. In the event, SD & G is granted a Transfer pursuant permit or license or otherwise, directly or indirectly, is allowed to Section 4.1 conduct dredge spoils remediation operations on said premises, the Company is granted a right of first refusal to obtain a perpetual and exclusive license to operate the dredge spoils remediation operations. The parties agree to negotiate in good faith the contract terms necessary and appropriate to consummate such a transaction. Further, in the event SD & G receives a bona fide offer from a third party to finance and operate a dredge spoils remediation operation on said premises, the Company will be provided with 45 days to notify SD & G of its intent to match the bona fide offer from the third party. This 45 day period shall be measured beginning with the first day the Company receives notice from SD & G of the third party bona fide offer. If the Company notifies SD & G of its intent to match the bona fide offer, the Company shall have 30 days from the date of such notice to negotiate and execute a contract with SD & G relative to its offer. Both parties agree to negotiate such terms in good faith. In the event the Company notifies SD & G of its refusal to match the bona fide offer from the third party, SD & G shall be free to execute a contract with said third party but only upon the same terms and conditions as offered to the Company. In the event these third party negotiations develop terms and conditions different from what was offered to the Company, SD & G shall provide Parent the Company with written notice at least two Business Days in advance of any such proposed Transfer45 days to accept or reject the revised offer and terms. In such notice, the Shareholder shall (i) represent to Parent that event SD & G is not successful in Closing a transaction upon the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer same terms and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal offered to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant third party within 120 days for whatever reason, then SD & G shall provide the Company with a 30 day period as a new opportunity to this Section shall be effected within one Business Day after notice by Parent of match the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderoffer.

Right of First Refusal. Prior The Company shall not, directly or indirectly, without the prior written consent of Investor offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of one year after the Effective Date, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4.1 of this Agreement4(c), (iii) securities issued in connection with the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner, (iv) shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Investor a written notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; PROVIDED THAT the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person except as disclosed in the SEC Documents.

Right of First Refusal. Prior If Sublandlord intends to sell the Leased Premises at any Transfer time during the Sublease Term and whether or not an Event of Covered Common Stock pursuant Default has occurred and is continuing, Sublandlord agrees to Section 4.1 give Subtenant, and Subtenant shall have, a right of this Agreement, first refusal to purchase the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, Leased Premises upon the Shareholder shall following terms: (i) represent Sublandlord shall give Subtenant written notice of its intention to Parent that sell the Shareholder has complied Leased Premises; (ii) Sublandlord shall have received a bona fide letter of intent for the purchase of the Leased Premises which letter of intent must include all of the material terms of the subject transaction including but not limited to the identity of the prospective purchaser, the purchase price, terms of financing, due diligence and feasibility periods and closing date, (iii) a true, correct and complete copy of such letter of intent must be delivered by Sublandlord to Subtenant with the written notice of Sublandlord’s intention to sell, (iv) Subtenant (or one of its obligations in this Agreement with respect affiliates) shall have the right for a period of fifteen (15) business days from receipt of the foregoing to such proposed Transfer and that determine whether it wants to acquire the conditions to effect such Transfer Leased Premises upon the same terms as set forth in Section 4.1 such letter of intent (such right shall be exercised by written notice from Subtenant to Sublandlord within such fifteen (15) business day period), (v) if Subtenant does not elect to acquire the Leased Premises pursuant to such right of first refusal and the prospective purchaser identified in such letter of intent does not thereafter close the proposed purchase of the Leased Premises pursuant to the terms of such letter of intent delivered to Subtenant within one-hundred and eighty (180) days after the date thereof, then Subtenant shall once again have a right of first refusal as to the next proposed sale of the Leased Premises. No letter of intent shall be a valid letter of intent if the consideration therein is not to be paid in lawful currency of the United States of America. If the provisions of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent Section 11 shall be breached or violated during any time that they are in effect, Subtenant shall have the right, but not the obligationin addition to any other rights available at law or in equity, to buy such shares at a price per share equal to obtain injunctive relief. Sublandlord agrees that it will only sell the closing price of a share of Company Common Stock on Leased Premises in its entirety and will only sell the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent same for lawful currency of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt United States of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderAmerica.

Right of First Refusal. Prior Upon the Closing of the Offering, until March 29, 2022, the Company grants each of Maxim and Xxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”) to act as lead managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), at each of Maxim’s and JG’s sole and exclusive discretion, on terms and conditions customary to each of Maxim and JG for such Subject Transactions. The Right of First Refusal shall not apply to the private placement fund-raising efforts of Immutak. For the avoidance of doubt, the Right of First Refusal shall apply to: (a) the public equity fund-raising efforts of Immutak; and (b) solely in the event that either Immutak’s securities become publicly traded or Immutak merges with and into the Company such that the Company’s majority operations are the operations currently conducted by Immutak, to any Transfer offerings undertaken by Immutak and/or the Company. In the event that both Maxim and JG exercise their respective Right of Covered Common Stock pursuant First Refusal as to Section 4.1 of this Agreementthe same public equity offering, the Shareholder intending economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall be 75% to effect Maxim and 25% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Transfer pursuant Subject Transaction without the express written consent of Maxim and JG. The Company shall notify Maxim and JG of its intention to Section 4.1 shall provide Parent with pursue a Subject Transaction, including the material terms thereof, by providing written notice at least two Business Days in advance thereof by registered mail or overnight courier service addressed to Maxim. If Maxim fails to exercise its Right of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent written notice, then Maxim shall have the right, but not the obligation, to buy such shares at a price per share equal no further claim or right with respect to the closing price Subject Transaction. If JG fails to exercise its Right of a share First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Company Common Stock on the business day immediately prior to Parent’s such written notice notice, then JG shall have no further claim or right with respect to the Shareholders that Parent has elected to purchase all such shares Subject Transaction. Each of Covered Common Stock. If Parent has Maxim and JG may elect, in its sole and absolute discretion, not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent its Right of the Shareholder’s notice (provided, First Refusal with respect to any Subject Transaction; provided that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase election by ParentMaxim or JG shall not adversely affect its Right of First Refusal with respect to any other Subject Transaction until March 29, upon payment of the purchase price by such affiliate 2022 agreed to the Shareholderabove.

Right of First Refusal. Prior During the eighteen (18) month period after the Effective Date of the Registration Statement, the Underwriter shall have the right of first refusal (the "Right of First Refusal") to act as lead manager, placement agent or investment banker for any Transfer and all public or private offerings of Covered securities of the Company, or of any successor to or subsidiary of the Company or other entity in which the Company has as equity interest (herein referred to collectively as the "Company"), by the Company, or any merger, acquisition or disposition of assets of the Company, if the Company uses an underwriter, placement agent or investment banker or person performing such functions for a fee (the "Subsequent Company Offering") or any secondary offering of the Company's securities by shareholders (the "Principal Shareholders") owning five percent (5%) or more of the outstanding Common Stock pursuant to Section 4.1 of this Agreementon the Effective Date (the "Secondary Offering") in which an underwriter or placement agent is engaged. Accordingly, if during such period, the Shareholder intending Company intends to effect make a Transfer pursuant Subsequent Company Offering or the Company receives notification from any of such Principal Shareholders of such holder's intention to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such noticemake a Secondary Offering, the Shareholder Company shall notify the Underwriter in writing of such intention and of the proposed terms of the transaction. The Company shall thereafter promptly furnish the Underwriter with such information concerning the business, condition and prospects of the Company as the Underwriter may reasonably request. If within ten (i10) represent business days after the receipt of such notice of intention and statement of terms the Underwriter does not accept in writing such offer to Parent that the Shareholder has complied with its obligations in this Agreement act as underwriter, agent or investment banker with respect to such proposed Transfer transaction upon the terms proposed, the Company and that each of the conditions Principal Shareholders shall be free to negotiate terms with other underwriters, agents or investment bankers with respect to such transaction and to effect such Transfer transaction on such proposed terms within six (6) months after the end of such ten (10) business days. Before the Company and/or any of the Principal Shareholders shall accept any proposal modified in any material respect from such underwriter, agent or investment banker, the Underwriter's preferential right shall be reinstated and the same procedure with respect to such modified proposal, as set forth provided above, shall be adopted. The failure by the Underwriter to exercise its Right of First Refusal in Section 4.1 any particular instance shall not affect in any way such right with respect to any other Subsequent Company Offering or Secondary Offering. By execution and delivery of agreements in form and substance satisfactory to the Underwriter, each of the Principal Shareholders agrees to be held bound by the terms of this Agreement have been satisfied and (ii) state the intended date Section 3.22 concerning any proposed Secondary Offering of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderCompany's securities.

Right of First Refusal. Prior If the Company should decide to issue and sell additional shares of any Transfer capital stock of Covered the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (a) shares of Common Stock sold to the public pursuant to Section 4.1 a registration statement filed under the Securities Act if such offering is underwritten on a firm commitment basis, (b) shares of Common Stock awarded or issued upon the exercise of options granted pursuant to employee and consultant benefit plans adopted by the Company, and the grant of such options themselves, (c) shares of Common Stock issued upon conversion of the Preferred Shares, (d) shares of Common Stock or Preferred Shares issued pursuant to the exercise of warrants of the Company outstanding at the date of this Agreement; and (e) shares of Common Stock issued pursuant to the Xxxxxxxxxx Employment Agreement (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in (a), (b), (c), (d) and (e) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Shareholder intending Company shall first offer to effect sell to the Purchaser, upon the same terms and conditions as the Company is proposing to issue and sell such Additional Securities to others, such Purchaser's pro rata share (as defined below) of such Additional Securities. Notwithstanding the foregoing, no Additional Securities may be sold to the Purchaser to the extent a Transfer change of ownership within the meaning of the IRC 382 Limitation would occur. Such offer shall be made by written notice given to the Purchaser and specifying therein the amount of the Additional Securities being offered, the purchase price and other terms of such offer. The Purchaser shall have a period of thirty (30) days from and after the date of receipt by it of such notice within which to accept such offer. If the Purchaser elects to accept such offer in whole or in part, the Purchaser shall so accept by written notice to the Company given within such 30-day period. If the Purchaser fails to accept such offer in whole or in part within such 30-day period, any of such Additional Securities not purchased by the Purchaser pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance such offer may be offered for sale to others by the Company for a period of any 180 days from the last day of such proposed Transfer. In such notice30-day period, but only on the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer same terms and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied the initial offer to the Purchaser, free and (ii) state the intended date clear of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice restrictions imposed by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderSection.

Right of First Refusal. Prior In the event Marinus its Affiliates, or any of their respective licensees or sublicensees intends to file or amend an IND to initiate one or more Marinus Clinical Studies intended to generate clinical data for any Transfer indication for a Licensed Product other than in an Initial Indication including [***], Marinus hereby grants Company a right of Covered Common Stock first refusal to Exploit such Licensed Product in the Territory in accordance with the terms of this Agreement and shall (a) promptly after developing the information required in such notice as set forth below, provide written notice to Company, which notice shall include in reasonable detail a description of the Clinical Study, including [***]which would be studied pursuant to Section 4.1 of this Agreementsuch Clinical Studies, the Shareholder intending to effect and a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance summary of any clinical data supporting Xxxxxxx’ decision to pursue such proposed TransferClinical Studies and any information and calculation that Xxxxxxx may have showing the reasons that Xxxxxxx believes it is commercially desirable to conduct such Clinical Studies, and (b) promptly after completion of a [***] provide Company with a notice of such completion which notice shall include [***] (the “[***]Notice”). In Within [***], Company shall notify Marinus as to whether or not it is interested in amending this Agreement to include such noticenew indication in the Field. If Company notifies such interest to Marinus, Company shall have the Shareholder exclusive right to negotiate with Xxxxxxx, and the Parties shall have [***] days, from the date of Marinus’ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (iI) represent NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL ​ receipt of Company’s notice to Parent that negotiate in good faith an amendment to this Agreement for Company to obtain the Shareholder has complied with right to commercialize Licensed Products in such indication, including conducting development as part of a global Marinus Clinical Trial, sharing of development costs and any additional milestone or other payments in respect of such indication. If either (x) Company does not notify Marinus of its obligations interest within the time period set forth in this Section 2.4, or (y) if the Parties are not able to reach agreement on an amendment to this Agreement within such [***]day period and either Party terminates negotiations by notice to the other Party after [***] day period, then Marinus will have no further obligation to Company with respect to such proposed Transfer indication of Licensed Product and that the conditions Company will have no rights to effect commercialize Licensed Product for such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included indication in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderTerritory.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Tenant shall have the right of first refusal to permit purchase the demised premises but only under the circumstances as hereinafter in this Article set forth. If, at any affiliate time during the term of Parent actually this lease, Landlord shall receive a bona fide offer, other than at public auction, from a third party (which does not have the power of eminent domain) for the purchase of the demised premises, which offer Landlord shall desire to effect accept, Landlord shall promptly deliver to Tenant a copy of such offer, and Tenant may, within 10 business days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer. If Tenant shall not accept such offer within the time herein specified therefor, said right of first refusal shall cease to exist, but this lease shall continue otherwise on all the other terms, covenants, and conditions in this lease set forth. If the transaction with the party who made the offer is not consummated for any reason, this right of first refusal shall remain in full force and effect. In the event Landlord desires to sell the demised premises, Landlord shall first notify Tenant of its intention. This right of refusal shall be inapplicable to a transfer, by way of sale, gift, or devise, including a trust by any individual having an interest in, or constituting the Landlord, from any such purchase related party to another but shall apply to any subsequent transfer to a third person not so defined. For the purpose of this Article, if the then owner of the demised premises or a participant in such ownership shall be an individual, a related party shall include a spouse, lineal descendant or spouse of such descendant, ancestor or sibling (whether by Parentthe whole or half blood), upon payment a partnership of which such owner is a member, a joint ownership or ownership in common, which includes the then owner of the demised premises, or partnership, joint venture or corporation, the majority of whose securities is owned by the owner of the demised premises, or any one or more of the foregoing parties. If the then owner of the demised premises shall be a corporation, a related party shall include an affiliate, subsidiary or parent corporation, a successor by merger or consolidation, or the holder or holders of the majority of the securities of such corporation. If the premises shall be conveyed to the Tenant under this right of first refusal, any prepaid rent shall be apportioned and applied on account of the purchase price by such affiliate to the Shareholderprice.

Right of First Refusal. Prior (a) The first time the Warrantholder receives a bona fide offer to any Transfer of Covered Common Stock pursuant purchase Shares (as defined in this Section) which it intends to Section 4.1 of this Agreementaccept, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent Company shall have the right, but not the obligation, to buy such shares purchase all but not less than all of the Warrants Shares or the securities issuable upon conversion of the Warrant Shares (the "Conversion Shares," and together with the Warrant Shares, the "Shares"), as the case may be, to be sold from a Warrantholder at the formula price set forth in subsection (b) below. For purposes hereof, a bona fide sale is a sale of the entire right title and interest to the Shares at a price per share equal reasonably approximating the then fair market value thereof, but shall not include any sale to Taglich Brothers, Inc. ("Taglich") or an affiliate (as defined in rule 405 promulgated under the closing price Securities Act of a share 1933, as amended) of Taglich or the Warrantholder. The Warrantholder shall give the Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent any proposed sale of Shares (the "Notice of Sale") not less than 10 days prior to exercise such right within one Business Day after receipt by Parent the consummation of that sale (the "Scheduled Sale Date"), which notice shall identify the proposed purchaser, the total and per Share purchase price, the Scheduled Sale Date and other material terms of the Shareholder’s notice (providedproposed sale, that such Shareholder’s notice has been delivered and shall be accompanied by a copy of the offer to Parent no later than 9:00 a.m., New York time, on purchase. The Shares which are the subject of a Business Day, otherwise, Parent Notice of Sale shall be referred to as the "Offered Shares." The Company shall have until 8 days from the second Business Day after receipt of the Shareholder’s notice)Notice of Sale to notify the Warrantholder of its intention to exercise its right of first refusal with respect to the proposed sale and must consummate the purchase of the Offered Shares by the Scheduled Sale Date. The Company shall be deemed to have declined to exercise its right of first refusal if the Company does not deliver a timely Notice of Sale to the Holder or if the Notice of Sale is delivered to the Warrantholder on a timely basis, the Shareholder shall be entitled Company fails to consummate the sale by the Scheduled Sale Date. If the first time the Warrantholder proposes to sell such shares of Covered Common Stock in order so Shares it is proposing to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent sell less than all of the exercise of its rights under this Section 4.2Shares held by it, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Company shall have a right of first refusal as provided herein when the right Warrantholder proposes to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment sell the balance of the purchase price by such affiliate to the ShareholderShares.

Right of First Refusal. Prior to If, at any Transfer time (including after receipt of Covered Common Stock pursuant to Section 4.1 of this Agreementan Opt-Out Notice) in which the Loan Documents are in effect, Parent, the Shareholder intending Surviving Corporation or any of their respective Subsidiaries receives from a third party (an “Other Lender”) a bona fide commitment letter signed by such Other Lender (each, an “Offer”), which provides for working capital financing to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such noticeParent, the Shareholder Surviving Corporation or any of their respective Subsidiaries, the Surviving Corporation, on behalf of Parent, itself or such Subsidiaries, shall immediately notify Agent of the Offer in writing, including a copy of such commitment letter and all material terms of the Offer, including the pricing, structure, personal and corporate guarantees, collateral, side collateral and other credit enhancements provided by any Person. Agent and Lenders shall have forty-five (i45) represent calendar days after receipt of such notice (the “Option Period”) to Parent that agree to provide similar financing in the Shareholder has complied with its obligations in this Agreement with respect place of such Other Lender upon substantially the same terms and conditions (or terms more favorable to Parent, the Surviving Corporation or such proposed Transfer and that the conditions to effect such Transfer Subsidiaries) as set forth in Section 4.1 the Offer. The failure of this Borrowers to promptly provide Agent and the Lenders with such information as Agent and the Lenders may reasonably request from time to time as Agent and the Lenders deem necessary to consider providing any such similar financing shall constitute an Event of Default under the Loan Documents. Agent shall notify the Surviving Corporation in writing of Agent’s and Lenders’ agreement to provide such similar financing pursuant hereto (the “Acceptance Notice”), in which case Parent or the Surviving Corporation shall obtain, or shall cause such Subsidiaries to obtain, such financing from Agent and Lenders and shall not accept the Offer from such Other Lender. If no Acceptance Notice has been received from Agent within the Option Period, Parent, the Surviving Corporation or such Subsidiaries may consummate the transaction described in the Offer (the “Transaction”) with the Other Lender on the terms and conditions set forth in the Offer; provided, that, so long as no Event of Default has occurred and is continuing at the time of the consummation of the Transaction with the Other Lender, the obligation, if any, of the Borrowers to pay the Early Termination Fee and the Factoring Agreement have Early Termination Fee shall be waived by Agent and Lenders. Nothing herein shall be construed to limit Agent’s and Lenders’ rights and remedies, including, without limitation, the right to receive the Early Termination Fee and the Factoring Agreement Early Termination Fee, as applicable, in the event that (i) an Acceptance Notice has been satisfied received from Agent within the Option Period and Parent, the Surviving Corporation or such Subsidiaries consummate the Transaction with the Other Lender or, (ii) state regardless whether or not an Acceptance Notice has been received from Agent within the intended date of Option Period, Parent, the proposed Transfer. Parent shall have Surviving Corporation or such Subsidiaries consummate the right, but not Transaction with the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock Other Lender on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included terms and conditions other than those set forth in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderOffer.

Right of First Refusal. Prior If, during the Term, Franchisee shall receive a bona fide offer to purchase during the Term the Franchised Business from a bona fide purchaser or purchasers then, in such event, Franchisor shall have the first right (hereinafter called the "Right of First Refusal") to purchase the Franchised Business at the same price and under the same terms and conditions as any Transfer of Covered Common Stock pursuant such bona fide offer. Franchisee shall submit to Section 4.1 of this AgreementFranchisor in writing, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance complete details of any such proposed Transferbona fide offer and the name of any such bona fide purchaser or purchasers together with any additional facts or details concerning any such bona fide offer or bona fide purchaser or purchasers that Franchisor may request. In Franchisor shall have 30 days after the receipt of such noticecomplete details from Franchisee or from the written receipt of any such requested additional facts or details from Franchisee, to purchase the Shareholder shall (i) represent Franchised Business for the same price and under the same terms and conditions of any such bona fide offer received by Franchisee from any such bona fide purchaser or purchasers. If Franchisor elects not to Parent exercise its Right of First Refusal as provided herein, then, in such an event, Franchisee may accept any such bona fide offer from any such bona fide purchaser or purchasers subject, nevertheless, to the terms and provisions of Section 13, it being the intention and express understanding of the parties hereto that the Shareholder has complied with its obligations nothing contained in this Agreement with respect Section 14 shall either abrogate or take precedence over the terms and provisions of Section 13, or Franchisor's right expressly contained therein to such proposed Transfer and that the conditions consent, in writing, to effect such Transfer as set forth in Section 4.1 any assignment, transfer, conveyance or encumbrance of this Agreement have been satisfied or right or interest thereunder. For purposes of clarity, the Franchisee's enterprises and (ii) state companies other than the intended date "Franchised Business" shall not be subject to this provision, and in the event any bona fide offer to purchase such other enterprises or companies encompasses the Franchised Business, Franchisor's rights hereunder shall be limited only to the extent of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Franchised Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder and reasonable pro-rata determinations shall be entitled made to sell such shares accommodate any Right of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights First Refusal arising under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdercircumstances.

Right of First Refusal. Prior Subject to the exceptions described below, ---------------------- during the period beginning on the date hereof and ending on, and including, the date which is twelve (12) months after the Closing Date, neither the Company nor its Subsidiaries shall negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any Subsidiary or securities convertible into or exchangeable or exercisable for equity securities of the Company or any Subsidiary (including debt securities with an equity component) in any form ("Future Offerings"), unless it shall have first delivered to each Purchaser, or a designee appointed by such Purchaser, a written notice (the "Future Offering Notice") describing the proposed Future Offering, including the size, material terms and conditions thereof, and providing each Purchaser an option to purchase up to its Aggregate Percentage (as defined below) of the securities to be issued in such Future Offering, as of the date of delivery of the Future Offering Notice, in the Future Offering on the same terms and conditions set forth in the Future Offering Notice. The rights granted to the Purchasers in this Section 3.5 are collectively referred to as the "First Right of Refusal." For purposes of this Section 3.5, "Aggregate Percentage" at any time with respect to any Transfer Purchaser shall mean the percentage obtained by calculating the quotient of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect aggregate principal amount of the Convertible Notes issued to such proposed Transfer and that Purchaser on the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and Closing Date by (ii) state the intended date aggregate principal amount of the proposed Transfer. Parent shall have Convertible Notes issued to all of the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock Purchasers on the business day immediately prior Closing Date. A Purchaser can exercise its option to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included participate in the Shareholder’s notice a Future Offering by providing Shareholder delivering written notice of Parent’s intent its election to exercise such right participate to the Company within one ten (10) Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day Days after receipt of a Future Offering Notice, which notice shall state the Shareholder’s notice)quantity of securities being offered in the Future Offering that such Purchaser will purchase, up to its Aggregate Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Percentage. In the Shareholder event that one or more Purchasers fail to elect to purchase up to each such Purchaser's Aggregate Percentage of the Future Offering, then each Purchaser that has indicated its willingness to purchase a number of securities in such Future Offering in excess of its Aggregate Percentage shall be entitled to purchase up to its pro rata portion of the securities in the Future Offering which one or more of the other Purchasers have not elected to purchase. If the Purchasers fail to elect to fully participate in the Future Offering within the periods described in this Section 3.5, the Company shall have sixty (60) calendar days thereafter to sell the securities of the Future Offering that the Purchasers did not elect to purchase, upon terms and conditions no more favorable to the purchasers thereof than specified in the Future Offering Notice. If the Company has not sold such securities of the Future Offering within such sixty (60) day period, the Company shall not thereafter issue or sell such shares securities without first offering such securities to the Purchasers in the manner provided in this Section 3.5. The First Right of Covered Refusal shall not apply to (i) any loan from a commercial bank which does not have an equity issuance feature or component, (ii) the Company's issuances of securities (A) as consideration in a merger or consolidation, or (B) in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity) with any entity whose primary business is not investing in or advising other entities, (iii) the issuance of Common Stock in order so a firm commitment, underwritten public offering, (iv) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof provided the terms of such securities are not amended after the date hereof, and (v) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option plan, restricted stock plan or stock purchase plan for the benefit of the Company's employees, officers or directors for services provided to comply with the matters contemplated by clause (i) of Section 4.1Company. The purchase Purchasers shall not be required to participate in or exercise their right of any shares first refusal with respect to a particular Future Offering in order to preserve their First Right of Covered Common Stock by Parent pursuant Refusal with respect to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderlater Future Offerings.

Right of First Refusal. Prior to any Transfer the maturity date of Covered Common Stock pursuant the Notes and thereafter in the event the Company defaults on repayment of the Notes, if the Company proposes to Section 4.1 of this Agreementuse a manager, placement agent or investment banker or persons performing similar services for a fee, the Shareholder intending to effect a Transfer pursuant to Section 4.1 Placement Agent shall provide Parent with written notice at least two Business Days in advance have the right of any such proposed Transfer. In such notice, first refusal (the Shareholder shall "Right of First Refusal") (i) represent to Parent that purchase for the Shareholder account of the Placement Agent or to act as an underwriter or agent for any and all public or private offerings of debt securities of the Company, or any successor to or subsidiary of the Company or other entity in which the Company has complied a controlling equity interest (collectively referred to herein as the "Company"), by the Company or any current or future officer or director of the Company, other than an offering to any party contacted by Liberty Capital or any party on the Middle East investor schedule attached hereto (the "Subsequent Company Offering"). Accordingly, if during such period the Company intends to make a Subsequent Company Offering, the Company shall notify you in writing of such intention and of the proposed terms of the offering. The Company shall thereafter promptly furnish you with its obligations such information concerning the business, condition and prospects of the Company as you may reasonably request. If within ten (10) business days of the mailing by registered mail addressed to the Placement Agent with respect to a Subsequent Company Offering of such notice of intention and statement of terms you do not accept in this Agreement writing such offer to act as underwriter or agent with respect to such proposed Transfer offering upon the terms proposed, the Company shall be free to negotiate terms with other underwriters or agents with respect to such offering, and that the conditions to effect such Transfer offering on such proposed terms. Before the Company shall accept any proposal less favorable to the Company from such underwriter or agent or if such subsequent Company Offering is not consummated within three months, your preferential right shall be reinstated and the same procedure with respect to such modified proposal as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date provided above shall be adopted; provided, however, that your preferential right shall not be reinstated after repayment of the proposed TransferNotes. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice The failure by providing Shareholder written notice of Parent’s intent you to exercise your Right of First Refusal in any particular instance shall not affect in any way such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered with respect to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderother Subsequent Company Offering.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this AgreementIf, during the period commencing on the Initial Closing Date and ending 180 days thereafter, the Shareholder intending Company proposes to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance issue or sell any of its equity or debt securities or any such proposed Transfer. In such notice, the Shareholder shall Derivative Securities (other than (i) represent securities issued or sold pursuant to Parent that a firm commitment underwritten public offering by the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and Company, (ii) state the intended date securities issued or sold in connection with a merger or consolidation or sale of all or substantially all of the Company's assets, (iii) merger or acquisition in which the purchase price is paid in whole or in part in securities of the Company, including the acquisition by the Company of membership interests in VE not owned by the company, (iv) securities issued or sold to a Strategic Partner (as defined below), whether singly or together with other securities or (v) securities issued and sold by the Company pursuant to any agreement in existence on the date hereof, then the Company shall give written notice (the "Proposal Notice") to the Subscriber of such proposed Transfer. Parent issuance, specifying the terms and conditions thereof in reasonable detail, and the Subscriber shall have the right, but not exercisable by written notice delivered within thirty (30) days of the obligationdate of receipt by the Subscriber of the Proposal Notice, to buy subscribe for and purchase all (or such shares at a price per share equal lesser portion as the Subscriber shall specify in writing) of the Common Stock or other securities proposed to be issued, on terms and conditions no less favorable to the closing Subscriber than those specified in the Proposal Notice. This Section 5.17 shall not apply to (x) options or other securities issued to employees, directors, consultants, or officers of the Company as compensation or (y) warrants with a fixed exercise price and no reset provisions issued to a bank or other financial institution in connection with the issuance of non-convertible debt securities, or the entering into of a share credit facility, a lease financing facility or other lending facility. A "Strategic Partner" shall mean an entity which is issued securities of the Company Common Stock on in connection with a significant commercial transaction or relationship with the business day immediately prior to Parent’s written notice Company which is directly related to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, Company's business and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing is approved by the Shareholder. Parent shall have the right to permit any affiliate Board of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderDirectors.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this AgreementThe Company agrees that, if, for the period ending three (3) years after the Closing Date, the Shareholder intending Company or any of its subsidiaries: (a) decides to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of finance or refinance any such proposed Transfer. In such noticeindebtedness, the Shareholder shall Underwriter (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of or any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts affiliate designated in writing by the Shareholder. Parent Underwriter) shall have the right to permit act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of Parent actually its affiliates decides to effect accept any such purchase engagement, the agreement governing such engagement (each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, that are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section ‎5.15 shall be made by Parentthe Underwriter or one of its affiliates, upon payment by a written notice to the Company, within ten (10) days of the purchase price by such affiliate receipt of the Company’s notification of its financing needs, including a detailed term sheet. The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the Shareholderterms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If the Underwriter waives its right of first refusal, any deviation from such terms (including without limitation after the launch of a subsequent transaction) shall void the waiver and require the Company to seek a new waiver from the right of first refusal on the terms set forth in this Section ‎5.15.

Right of First Refusal. Prior Subsequent to Xxxxxx's breach of any Transfer covenant or agreement under a mortgage or other security instrument for which the Lease or any Improvements on the Leasehold Estate are pledged as security, and upon the expiration of Covered Common Stock pursuant to Section 4.1 of this Agreementany applicable cure period provided Lessee therein, the Shareholder intending Lessor shall have the right of first refusal to effect acquire the Lessee's Leasehold Estate (subject to all valid liens and encumbrances) upon either payment in full of all sums secured by the mortgage or assumption of the loan evidenced by the note and mortgage and execution of an assumption agreement acceptable in all respects to the Lender (including VA or HUD, as applicable). Such assumption agreement shall include, without limitation, a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance limited waiver of any such proposed Transfer. In such noticesovereign immunity, duly authorized by the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement Lessor, with respect to such proposed Transfer and that any action to collect any or all sums due or obligations owed by the conditions Lessor to effect such Transfer as set forth the Lender pursuant to the assumption, or to enforce any of the Lender's other rights or remedies in Section 4.1 connection with the assumption. This right of this Agreement have been satisfied and first refusal may be exercised at any time within fifteen (ii15) state business days of the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s Lender's written notice to the Shareholders that Parent has elected Lessor of the Lessee's failure to purchase cure the default in accordance with the terms of the Lender's acceleration notice to the Lessee under the mortgage or other security instrument requiring the Lessee to pay all such shares sums secured by the mortgage, which notice shall be given before the Lender or successor invokes any other remedies provided under the mortgage or by law. This right of Covered Common Stockfirst refusal shall be exercised by notice in writing from the Lessor to the Lessee and the Lender. If Parent has not The Lessor's right of first refusal pursuant to an assumption shall be exercised its solely for the purpose of providing a principal residence on the Leasehold Estate for eligible transferees in accordance with the laws of the Tribe. Notwithstanding the Lessor's right of first refusal to purchase acquire the shares of Company Common Stock included Lessee's interest in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise Leasehold Estate, such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder first refusal shall be entitled subject to sell such shares of Covered Common Stock in order so any right the Lessee may have under the mortgage or by law to comply with reinstatement after the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2acceleration, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit bring a court action to assert the non-existence of a default or any affiliate of Parent actually other defense to effect any such purchase acceleration and sale or foreclosure. The estate acquired by Parent, upon payment the Lessor through exercise of the purchase price right of first refusal shall not merge with any other estate or title held by such affiliate the Lessor as long as the Leasehold Estate and/or any Improvements on the Leasehold Estate, or any interest therein, are mortgaged or otherwise pledged as security for any loan, and the Leasehold Estate shall remain subject to the Shareholderany valid and subsisting mortgage or other security instrument.

Right of First Refusal. Prior If, during the period beginning on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date, Parent receives a bona fide written offer to any Transfer of Covered Common Stock pursuant acquire the Excluded Business (an “Offer”), and Parent decides to Section 4.1 of this Agreementaccept such offer, the Shareholder intending to effect a Transfer pursuant to Section 4.1 Parent shall provide Parent Purchaser with written notice at least two thereof, and, subject to any confidentiality obligations of Parent and such offeror, will include either a true and complete copy of the offer in respect thereof or a summary of the material terms thereof (the “Offer Notice”). Purchaser shall have twenty-one (21) days from the receipt of the Offer Notice (the “Offer Period”) to notify Parent that it elects to buy the Excluded Business Days on the same terms and conditions as contained in advance the Offer. Upon request, and subject to a non-disclosure agreement in form satisfactory to Parent, Purchaser may have access to diligence items provided to the offeror in connection with the Offer. If Purchaser elects to purchase the Excluded Business in accordance with its right hereunder (“Right of any such proposed Transfer. In such noticeFirst Refusal”), Purchaser shall give written notice of its election within said Offer Period in which case the Shareholder shall Parent and Purchaser will proceed to finalize the purchase of the Excluded Business by Purchaser within the later to occur of (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that date for closing under the conditions to effect such Transfer as set forth in Section 4.1 terms of this Agreement have been satisfied the Offer and (ii) state thirty (30) days following the intended date end of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common StockOffer Period. If Parent has Purchaser does not exercised its right elect to purchase the shares Excluded Business pursuant to its Right of Company Common Stock included in First Refusal, then Parent shall be free to sell the Shareholder’s notice by providing Shareholder written notice of Parent’s intent Excluded Business pursuant to exercise such right within one Business Day after receipt by Parent the terms and conditions of the Shareholder’s notice (Offer; provided, however, that such Shareholder’s notice has been delivered if Parent does not close on the sale of the Excluded Business pursuant to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwisethe terms of the Offer, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall will again be entitled to sell such shares of Covered Common Stock in order so obligated to comply with the matters contemplated by clause (iprovisions of this Section 4.7(c) with respect to Purchaser’s Right of Section 4.1First Refusal. Acceptance or rejection of any offer from a third party or from Purchaser that would result the sale of the Excluded Business if consummated will be in the sole discretion of Parent. The purchase parties specifically agree that this Section 4.7(c) does not apply to, and shall terminate upon, the sale of Parent, or its outstanding equity interests, or its assets or business, in whole or in part (other than the Excluded Business being sold separately in a transaction), whether directly or indirectly, through purchase, merger, consolidation, or otherwise and this provision shall terminate upon the consummation of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholdertransaction.

Right of First Refusal. Prior The parties agree that, subject to Section 2.4.3, Alcoa will have a right of first refusal, on the terms set forth below, (x) in connection with any sale, assignment, pledge, transfer or other disposition (each, a “Transfer”) of Shares by the Xxxxxxx Group or its Affiliates that occurs on or before the Restriction Termination Date and (y) in connection with any Transfer of Covered Common Stock pursuant occurring on or before the Restriction Termination Date that is made by a Hedging Counterparty to Section 4.1 of this Agreementestablish the Initial Hedge (the “Initial Hedge Transfer”). Until the Restriction Termination Date, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal prior to the closing price Xxxxxxx Group or its Affiliates making any Transfer of a share of Company Common Stock on the business day immediately prior Shares, Xxxxxxx Xxxxxx will deliver to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent Alcoa no later than 9:00 a.m., New York timeCity Time, on a Business Trading Day, otherwise, Parent shall have until a written notice (the second Business Day after receipt “Proposed Sale Notice”) specifying the number of Shares proposed to be Transferred (which must be in compliance with the Shareholder’s noticeVolume Limitation), the Shareholder name of the transferor, a description of how and when the proposed Transfer will take place, the date and time of the Exercise Deadline determined in accordance with the provisions of this Section 2.4.2 and, other than in connection with a sale to be effected directly by the Xxxxxxx Group or its Affiliates on a national securities exchange or in an underwritten public offering, identifying the price, the name of the proposed Transferee and all other material terms of the proposed Transfer. Until the Restriction Termination Date, prior to permitting a Hedging Counterparty to make an Initial Hedge Transfer, Xxxxxxx Xxxxxx will cause such Hedging Counterparty to deliver a Proposed Sale Notice to Alcoa at the same time and containing the information specified in the preceding sentence. A Proposed Sale Notice given (x) on or before 9:00 a.m., New York City Time, on a day that is a Trading Day shall be entitled effective at 9:00 a.m. on such Trading Day, and (y) on a day that is not a Trading Day or after 9:00 a.m., New York City Time, on a Trading Day will be deemed to be effective at 9:00 a.m., New York City Time, on the next succeeding Trading Day. Such notice shall be in writing, shall be sent to Alcoa’s group president—Latin America and to its treasurer and general counsel as set forth in Section 7.6 of this Agreement. Alcoa shall have the right to acquire, or cause one or more of its designated Affiliate(s) to acquire all, but not less than all, of the Shares (or, in the case of an Initial Hedge Transfer, the Common Stock) identified in the Proposed Sale Notice for a price, payable in cash, equal to (x) the Average Price for the Trading Day on which the Proposed Sale Notice was effective if Alcoa delivers the applicable Alcoa Exercise Notice at or before 1:00 p.m. New York City Time on such Trading Day or (y) the Average Price for the Trading Day subsequent to the Trading Day on which the Proposed Sale Notice was effective if the Alcoa Exercise Notice is delivered prior to the Exercise Deadline but after 1:00 p.m. New York City Time on the day the Proposed Sale Notice was effective. The Trading Day on which the price for the Shares was determined in accordance with the foregoing sentence is referred to herein as the “Trade Date”. The Xxxxxxx Group shall (but this provision is personal to the Xxxxxxx Group and its Affiliates and shall not apply to any other Person) specify in its Proposed Sale Notice a minimum per Share price at which it is willing to Transfer the Shares (which shall be no greater than an amount equal to the closing price per share of Common Stock on the New York Stock Exchange (as reported by Bloomberg Financial Markets, or, if not reported thereby, by another authoritative source) on the Trading Day immediately prior to the Trading Day on which the Xxxxxxx Group delivered its Proposed Sale Notice and, if no minimum price is specified, shall be deemed to be an amount equal to the closing price per share of Common Stock on the New York Stock Exchange (as reported by Bloomberg Financial Markets, or, if not reported thereby, by another authoritative source) on the Trading Day immediately prior to the Trading Day on which the Xxxxxxx Group delivered its Proposed Sale Notice), and if the applicable Average Price determined in accordance with this Section is less than such minimum price, then such Proposed Sale Notice shall be deemed null and void immediately and automatically without further action or notice required by either party. To exercise its right of first refusal, Alcoa shall deliver to Xxxxxxx Xxxxxx (or, in the case of an Initial Hedge Transfer, to the Hedging Counterparty that delivered the Proposed Sale Notice) no later than 9:00 a.m., New York City Time, on the Trading Day next succeeding the effective date of the Proposed Sale Notice (the “Exercise Deadline”), a written notice (the “Alcoa Exercise Notice”) confirming its election to purchase the Shares (or, in the case of an Initial Hedge Transfer, the Common Stock) described in the Proposed Sale Notice and identifying the purchaser or purchasers of such Shares (or, in the case of an Initial Hedge Transfer, the Common Stock). Alcoa’s notice shall be sent to Xxxxxxx Corrêa’s president and treasurer as set forth in Section 7.6 of this Agreement (or, in the case of an Initial Hedge Transfer, to the Hedging Counterparty delivering a Proposed Sale Notice at the address specified in such Proposed Sale Notice). Provided that Xxxxxxx Xxxxxx properly made (or, in the case of an Initial Hedge Transfer, caused the Hedging Counterparty to properly make) a Proposed Sale Notice in accordance with the provisions set forth herein, if Alcoa fails to deliver an Alcoa Exercise Notice to Xxxxxxx Xxxxxx (or, in the case of an Initial Hedge Transfer, to the Hedging Counterparty) by the Exercise Deadline (or if Alcoa notifies Xxxxxxx Xxxxxx, or, in the case of an Initial Hedge Transfer, the Hedging Counterparty, that it has elected not to purchase such Shares), then Alcoa will be deemed to have waived its right of first refusal with respect to the Transfer or Initial Hedge Transfer described in the Proposed Sale Notice and, subject to Section 4.2(g) of the Registration Rights Agreement, if the Transfer is proposed to be made under the Shelf Registration Statement, and subject to applicable law, the Xxxxxxx Group or its Affiliate shall be permitted to effect the Transfer (or, in the case of an Initial Hedge Transfer, permit consummation of the Initial Hedge Transfer) described in the Proposed Sale Notice by the end of the Trading Day on which the Exercise Deadline falls. Subject to the terms of this Agreement, delivery by Alcoa of an Alcoa Exercise Notice shall create a legally binding obligation on the part of Alcoa to purchase the Shares (or, in the case of an Initial Hedge Transfer, the Common Stock) and, subject to the provisions of Section 2.7, if applicable, a legally binding obligation on the part of the Xxxxxxx Group and/or its Affiliates to sell such shares the Shares described in the Proposed Sale Notice on and subject to the terms set forth herein (or, in the case of Covered an Initial Hedge Transfer, a legally binding obligation on the part of the Hedging Counterparty delivering a Proposed Sale Notice in connection with an Initial Hedge Transfer, to sell the Common Stock described in order so the Proposed Sale Notice on and subject to comply with the matters contemplated by clause (i) of Section 4.1terms set forth herein). The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent Payment of the exercise purchase price for, and delivery of its rights the Shares purchased under this Section 4.22.4.2, and Parent shall pay for such shares be made on the third Trading Day after the Trade Date. Payment shall be made in U.S. Dollars upon confirmation of delivery of the Shares in the manner described below, by wire transfer of immediately available funds to an the account or accounts designated specified in writing wire transfer instructions furnished to Alcoa by the Shareholder. Parent shall have president or treasurer of Xxxxxxx Xxxxxx (or, in the right to permit any affiliate case of Parent actually to effect any such purchase an Initial Hedge Transfer, by Parent, upon payment a duly authorized representative of the purchase price by such affiliate Hedging Counterparty that delivered the applicable Proposed Sale Notice). Delivery of the Shares (or in the case of an Initial Hedge Transfer, the Common Stock) shall be made as follows: (i) in the case of certificated Shares (or in the case of an Initial Hedge Transfer, certificated Common Stock), Xxxxxxx Xxxxxx (or in the case of an Initial Hedge Transfer, the Hedging Counterparty) shall physically deliver or cause to be delivered the ShareholderShare certificates (or in the case of an Initial Hedge Transfer, the Common Stock certificates) representing the purchased Shares (or in the case of an Initial Hedge Transfer, the Common Stock), free and clear of all Liens, duly endorsed in blank for transfer, with signature(s) guaranteed, to Alcoa’s transfer agent, addressed to: Xx. Xxxxx Xxxxx, Equiserve, 000 Xxxxxxxxxx Xxxxxxxxx, 9th Floor, Mail Suite, 4690, Jersey City, Xxx Xxxxxx, XXX 00000; and (ii) in the case of Shares (or in the case of an Initial Hedge Transfer, Common Stock) held in book-entry form, Xxxxxxx Xxxxxx (or in the case of an Initial Hedge Transfer, the Hedging Counterparty) shall duly issue or cause to be duly issued instructions to Equiserve to cause the purchased Shares (or in the case of an Initial Hedge Transfer, Common Stock) to be electronically transferred, free and clear of all Liens, in the direct registration system and posted to Alcoa’s or its designated Affiliate’s account at Equiserve.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 (a) For one year after execution of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder Company shall not incur any debt (iother than ordinary course of business trade debt) represent over $100,000 without the prior written consent of Purchaser. If, during such period, Purchaser consents to Parent that the Shareholder has complied with its obligations incurrence of debt in this Agreement with respect a public or private offering of debt of more than $400,000 in net proceeds (a “Debt Placement Event”), the Purchaser may, but is not obligated to, require the Company to such proposed Transfer and that repurchase all common stock issued to the conditions to effect such Transfer as set forth in Section 4.1 Purchaser at the Closing of this Agreement still held by the Purchaser at the time of the Debt Placement Event. The Company will communicate such intention to make a public or private placement of such debt known to the Purchaser along with a reasonable description of such proposed terms and the Purchaser shall have been satisfied three business days to notify the Company if it intends to require the Company to repurchase the common stock as described in the previous sentence. If the Purchaser notifies the Company it does not intend to exercise its right as described in this Section 9(b), the Company may rely on such representation to complete the Debt Placement event and (ii) state retain the intended proceeds from such Debt Placement Event. For purposes of clarity, the Company will not, at any time, be obligated to purchase common stock it issued to the Purchaser upon exercise of Warrants. The purchase price per share shall be $0.33 per share, subject to equitable adjustment in the event of a reclassification or split of the Company’s common stock. If the Purchaser makes this election, the expiration date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent Warrants issued pursuant to this Section shall Agreement that remain unexercised and held by Purchaser, will be effected within one Business Day after notice by Parent extended for two years. All other terms of the exercise of its rights under Warrants will remain in full force and effect. Additionally, if the Purchaser makes this election, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx will remain on the Board (subject to and as described in Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by 8 above) until the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment extended expiration date of the purchase price by such affiliate to the Shareholderwarrants.

Right of First Refusal. Prior to any Transfer Any full or partial Assignment of Covered Common Stock pursuant to Section 4.1 of the rights and obligations under this Agreement, except for merger, spin-off, and consolidation, when the Shareholder intending corporate reorganization results in change of the Contractor, shall be subject to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance the following procedure. Once the final terms and conditions of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement an Assignment have been satisfied duly negotiated by the assignor, it shall disclose the final commercial terms and (ii) state the intended date conditions relevant to acquisition of the proposed Transfer. Parent shall have share (and, if applicable, determination of the right, but not amount in cash for acquisition of the obligation, to buy such shares at share) through a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stockother Contractors. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Each Contractor shall have the right to permit any affiliate of Parent actually acquire the assigning Contractor’s shares according to effect any such purchase by Parentthe final commercial terms and conditions described in the notice provided for in paragraph Erro! Fonte de referência não encontrada. if, upon payment within thirty (30) days of the purchase price by assignor’s notice, such affiliate Party submits to all other Contractors a counter notice accepting such terms and conditions without reservations or conditions. If no Contractor submits such counter notice, the Assignment between the assignor and the assignee described in the notice provided for in paragraph Erro! Fonte de referência não encontrada. may be concluded, subject to other provisions of Clause Thirty of this Agreement, under terms and conditions not more favorable to the Shareholder.assignee than those provided for in the notice of paragraph Erro! Fonte de referência não encontrada. to the Contractors, provided that the Assignment is concluded within one hundred and eighty (180) days of the date of notice. No Contractor shall have the right or be required to acquire any asset other than the Assignor’s rights and obligations in relation to this Agreement and the Assignor’s shares in the Consortium, regardless of other transactions included in the Assignment. ANNEX XII – COST OIL RECOVERY LIMIT AND PROFIT OIL SHARING PERCENTAGE DURING THE PRODUCTION PHASE, THE CONTRACTOR SHALL, EVERY MONTH, RECEIVE THE PRODUCTION SHARE CORRESPONDING TO THE COST OIL, OBSERVING THE LIMIT OF [(XXXXXXXXXXX (XX%)] OF THE GROSS PRODUCTION VALUE. Federal Government's Profit Oil Share (%) Production per Producing Well (bbl/d) Barrel price (USD/bbl) <Prod1 Between Prod1 and Prod2 Between Prod3 and Prod4 > Prod4 < P1 Between P1 and P2 Between P2 and P3 Between P3 and P4

Right of First Refusal. Prior If, at any time while no Default or Event of Defaults is continuing, the Holder desires to any Transfer of Covered Common Stock pursuant to Section 4.1 transfer or otherwise dispose of this AgreementNote (or any portion hereof) to a third-party that is not Affiliate of the Holder, the Shareholder intending Holder shall deliver to effect the Company a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance stating the terms upon which the Holder proposes to transfer or otherwise dispose of any such proposed Transferthis Note, or the applicable portion thereof (the “ROFR Notice”). In such noticeThe ROFR Notice shall constitute the Holder's offer to transfer this Note, or the Shareholder shall (i) represent applicable portion thereof, to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that Company on the conditions to effect such Transfer as terms set forth in Section 4.1 the ROFR Notice, which offer shall be irrevocable until the end of the ROFR Notice Period (as defined below). Upon receipt of the ROFR Notice, the Company shall have 30 days (the “ROFR Notice Period”) to elect to purchase this Note, or the applicable portion thereof, by delivering a written notice (an “Acceptance Notice”) to the Holder stating that it elects to purchase this Note, or the applicable portion thereof, on the terms specified in the ROFR Notice. Any Acceptance Notice shall be binding upon delivery and irrevocable by the Company. Completion of the sale of this Agreement have been satisfied and Note, or the applicable portion thereof, to the Company pursuant to such Acceptance Notice shall take place within two (ii2) state Business Days following the intended date end of the proposed Transfer. Parent ROFR Notice Period, or such longer period as may be agreed between the Holder and the Company, at such place and on such date as the Holder and the Company shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stockagree. If Parent has the Company does not exercised deliver an Acceptance Notice during the ROFR Notice Period, it shall be deemed to have waived its right rights to purchase the shares of Company Common Stock included in Note, or the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (providedapplicable portion thereof, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section with respect to the transfer or other disposition described in such ROFR Notice and the Holder shall be effected within one Business Day after notice by Parent free to transfer or dispose of this Note, or the applicable portion thereof, without the prior consent of the exercise Company to any third-party in accordance with the terms set forth in the ROFR Notice. This Section 16 shall not apply in connection with: (a) a change of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment control of the purchase price by Holder or a sale of all or substantially all of the assets of the Holder or (b) any transfer or other disposition of this Note which occurs in connection with, or substantially simultaneously with, such affiliate to the Shareholderchange of control or sale.

Right of First Refusal. Prior Subject to the exceptions described below, the Company shall not negotiate or contract with any party for any equity financing (including any debt financing with an equity component) or issue in a transaction any equity securities of the Company or securities convertible or exchangeable into or for equity securities of the Company (including debt securities with an equity component and any equity line of credit) in any form ("FUTURE OFFERINGS") during the period beginning on the date hereof and ending on, and including, the date which is 90 days after the Effective Date (defined below), unless it shall have first delivered to each Buyer or a designee appointed by such Buyer written notice (the "FUTURE OFFERING NOTICE") describing the proposed Future Offering, including the terms and conditions thereof, and providing each Buyer an option to purchase up to its Aggregate Percentage (defined below) of the securities to be issued in such Future Offering, as of the date of delivery of the Future Offering Notice, in the Future Offering (the limitations referred to in this sentence is referred to as the "CAPITAL RAISING LIMITATIONS"). For purposes of this Section 4(e), "AGGREGATE PERCENTAGE" at any time with respect to any Transfer Buyer shall mean the percentage obtained by dividing (i) the aggregate number of Covered the shares of Common Stock pursuant initially issued at the Closing to such Buyer by (ii) the aggregate number of the shares of Common Stock sold to the Buyers by the Company at the Closing in connection with the Offering. A Buyer can exercise its option to participate in a Future Offering by delivering written notice thereof to participate to the Company within five (5) business days after receipt of a Future Offering Notice, which notice shall state the quantity of securities being offered in the Future Offering that such Buyer will purchase, up to its Aggregate Percentage, and that number of securities it is willing to purchase in excess of its Aggregate Percentage. In the event that one or more Buyers fail to elect to purchase up to each such Buyer's Aggregate Percentage, then each Buyer which has indicated that it is willing to purchase a number of securities in such Future Offering in excess of its Aggregate Percentage shall be entitled to purchase its pro rata portion (determined in the same manner as described in the preceding sentence) of the securities in the Future Offering which one or more of the Buyers have not elected to purchase. In the event the Buyers fail to elect to fully participate in the Future Offering within the periods described in this Section 4.1 4(e), the Company shall have 45 days thereafter to sell the securities of the Future Offering that the Buyers did not elect to purchase, upon terms and conditions, no more favorable to the purchasers thereof than specified in the Future Offering Notice. In the event the Company has not sold such securities of the Future Offering within such 45 day period, the Company shall not thereafter issue or sell such securities without first offering such securities to the Buyers in the manner provided in this Section 4(e). Notwithstanding anything to the contrary set forth in this Agreement, the Shareholder intending Capital Raising Limitations shall not apply to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied any public offering of equity securities (including any debt financing with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (iian equity component) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, however, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock exception contained in order so to comply with the matters contemplated by this clause (i) shall not apply to equity lines or similar transactions), (ii) a loan from a commercial bank which does not have any equity feature, (iii) any transaction involving the Company's issuance of Section 4.1securities as consideration (A) in any sale, acquisition, merger, consolidation, reorganization or similar transaction involving the Company or any Subsidiary, (B) for the acquisition of a business, product, license or other assets by the Company or any Subsidiary, or (C) strategic alliance involving the Company or any Subsidiary, (iv) the issuance of securities of the Company or any Subsidiary upon exercise or conversion of the options, warrants or other convertible securities outstanding as of the date hereof, (v) the grant of additional options or warrants, or the issuance of additional securities (and the issuance of securities of the Company or any Subsidiary upon exercise or conversion of such additional options or warrants), under any Company or Subsidiary stock option plan, restricted stock plan, stock purchase plan or any other agreement or contract for the benefit of the Company's or any Subsidiary's employees, consultants, agents or directors, or (vi) financing transactions by any Subsidiary of the Company that include as a component thereof the issuance by the Company of warrants to purchase Common Stock; provided, however, that Warrants to purchase no more than an aggregate of 25,000 shares of Common Stock (as adjusted to account for any stock splits, combinations, reclassifications or other similar transactions involving the Common Stock) may be issued in transactions contemplated by this clause (vi) and any such Subsidiary shall not transfer or distribute to the Company the proceeds of such financing. The purchase Buyers shall not be required to participate in or exercise their right of any shares first refusal with respect to a particular Future Offering in order to exercise their right of Covered Common Stock by Parent pursuant first refusal with respect to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderlater Future Offerings.

Right of First Refusal. Prior The Company shall not, directly or indirectly, without the prior written consent of Investor offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "Subsequent Financing") for a period of one year after the Effective Date, except (i) the continued issuance by the Company of the convertible promissory notes described in Schedule 4 (c), (ii) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of Shares upon exercise of options granted, under any stock option plan heretofore or hereafter duly adopted by the Company or for services rendered or to be rendered; (iii) Shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4.1 of this Agreement, 4(c); (iv) securities issued in connection with the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner; (v) Shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals); and (vi) Shares issued in a bona fide public Investment Agreement - 14 offering by the Company of its securities, unless (A) the Company delivers to Investor a written notice (the "Subsequent Financing Notice") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto; and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; provided that the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person disclosed on Schedule 4(c).

Right of First Refusal. Prior Except as provided in Section 3.3, if either Stockholder ("Selling Stockholder") shall decide to Transfer all or any part of his Shares or any interest therein ("Offered Shares") for value pursuant to a bona fide offer from a third party (an "Offer"), the Selling Stockholder shall first deliver to the Company and the other Stockholder a written notice (the "Stockholder Sale Notice") of the Selling Stockholder's Offer, together with all material terms for the Offer and copies of all related agreements and documents prepared to effect the Offer. Upon receipt of the Stockholder Sale Notice, the other Stockholder (the "Remaining Stockholder") shall then have the right and opportunity (the "Right of First Refusal"), for a period ending thirty (30) days following delivery of the Stockholder Sale Notice, to accept the Offer. The Right of First Refusal shall be exercised, if at all, by delivery of written notice to the Selling Stockholder within such thirty (30) day period (an "Exercise Notice"). The Exercise Notice shall constitute the irrevocable obligation of the exercising Remaining Stockholder and the Selling Stockholder to complete the purchase and sale of the Offered Shares in accordance with the terms of the Offer. The closing of the Transfer of Covered Common Stock the Offered Shares pursuant to Section 4.1 the terms hereof shall take place not later than the later of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance date of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as closing set forth in Section 4.1 of this Agreement have been satisfied the Stockholder Sale Notice (if any) and sixty (ii60) state days after the intended date of delivery of the proposed TransferStockholder Sale Notice, except as extended by mutual agreement of the parties thereto. Parent Notwithstanding the foregoing, however, if the Remaining Stockholder does not deliver an Exercise Notice within the period required herein, then the Selling Stockholder shall have the right, but not for a period of one hundred eighty (180) days after the obligationdate of the Stockholder Sale Notice, to buy such shares at a price per share equal Transfer all of the Offered Shares to one or more Persons on terms and conditions no less favorable to the closing price Selling Stockholder than those set forth in the Offer; provided, however, that any such transferee(s) of the Offered Shares shall take and hold the Offered Shares subject to this Agreement and to all of the obligations and restrictions arising hereunder upon the Selling Stockholder and no such Transfer to a share of Company Common Stock on the business day immediately prior to Parent’s written notice transferee not already a party hereto shall be effective until such transferee has executed and delivered to the Shareholders that Parent has elected Company an instrument in the form prescribed by the Company agreeing to purchase all be bound by this Agreement, with such shares of Covered Common Stockmodifications hereto as the remaining Stockholder and the Company deem necessary to continue to effectuate the purposes hereof. If Parent has not exercised its right to purchase the shares of Company Common Stock included such transferee is a married natural person, such transferee shall also deliver a duly executed Spousal Consent in the Shareholder’s notice by providing Shareholder written notice form of Parent’s intent to exercise Exhibit 1 hereto. If no such right Transfer is effected within said one Business Day after receipt by Parent of the Shareholder’s notice hundred eighty (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)180) day period, the Shareholder Offered Shares shall once again be entitled subject to sell such shares the provisions of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder3.4.

Right of First Refusal. Prior Subject to any Transfer the last sentence of Covered Common Stock this paragraph, in addition to the rights granted to Agent and the Lenders pursuant to Section 4.1 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that all of this Agreementthe Obligations (other than indemnity obligations of Borrower that are not then due and payable or with respect to which no claim has been made) have been indefeasibly paid in full in cash and the Revolving Loan Commitments terminated, Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity shall have obtained a bona fide third-party offer (the “Third-Party Offer”) (for the avoidance of doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for (a) senior debt financing or refinancing of the Loan or the financing, refinancing or acquisition of any Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the purpose of originating Leases or (b) with respect to Borrower, Holdings, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity, for senior or junior debt financing of any type and with respect to any type of collateral or any business unit, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the “First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, if such Third-Party Offer is in writing, shall attach a copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal in respect of such financing or refinancing. Agent’s right of first refusal shall grant Agent the right to, within fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the “Acceptance”) stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing Katapult SPV-1 LLC – Loan and Security Agreement base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). Upon receipt of the Acceptance by Borrower, Holdings or Parent that Entity, Agent and one or more of the Shareholder has complied with Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its obligations right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in this Agreement respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) days or if the material terms of such financing are modified from the description of such terms in the Third-Party Offer, then a new right of first refusal for the benefit of Agent with respect to such proposed Transfer financing shall immediately arise. Borrower, Holdings and that the conditions Parent Entity agree to effect such Transfer as set forth in Section 4.1 inform any Person making a Third-Party Offer of this Agreement have been satisfied Agent’s and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to ParentLender’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.26.16 in respect thereof. Notwithstanding the foregoing, the rights granted to Agent and Parent the Lenders pursuant this Section 6.16 shall pay not apply following the Public Company Transition Date with respect to any Third-Party Offer for such shares by wire transfer a bond issuance, public securitization or a syndicated corporate credit facility. For the avoidance of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit doubt, any affiliate of Parent actually to effect any such purchase by Parent, upon payment refinancing of the purchase price by such affiliate Class A Obligations with a financing similar in nature to the Shareholderterms of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or consent to or otherwise acquiesce in the formation of, any Affiliate, or otherwise use any Subsidiary existing on the Closing Date, to originate, acquire or finance any Leases in circumvention of the intent of the covenants, agreements and obligations set forth in this Section 6.16.

Right of First Refusal. Prior (a) During the ROFR Period, prior to entering into (or permitting any Transfer of Covered Common Stock Subsidiary to enter into) any Vessel Purchase Contract other than in connection with or pursuant to Section 4.1 of this Agreementa Container Vessel Business Acquisition (a “Container Investment Opportunity”), the Shareholder intending Company will deliver to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall Seaspan and Washington (i) represent a written notice (a “ROFR Notice”) relating to Parent such Container Investment Opportunity, which ROFR Notice will include, to the extent applicable, the information set forth on Exhibit A hereto (the “Container Investment Opportunity Terms”), (ii) a copy of a negotiated Vessel Purchase Contract relating to such Container Investment Opportunity, in the form that the Shareholder has complied Company or its Subsidiary is prepared to execute in connection with such Container Investment Opportunity and which Vessel Purchase Contract reflects the Material Terms set forth in such ROFR Notice (the “Negotiated Vessel Purchase Contract”) and (iii) if the Company has, at such time, completed negotiation of the terms of a Charter or Charters with respect to Vessels subject to such Negotiated Vessel Purchase Contract, which the Company or its obligations Subsidiary is prepared to execute, a copy of such negotiated Charters relating to such Container Investment Opportunity, in the form that the Company or its Subsidiary is prepared to execute in connection with such Container Investment Opportunity and which Charters reflect the Material Terms set forth in such ROFR Notice (each a “Negotiated Charter Contract”). The Negotiated Vessel Purchase Contract and the Negotiated Charter Contracts, if any, relating to such Negotiated Vessel Purchase Contract required to be delivered pursuant to this Agreement Section 2(a) are collectively referred to as the “Negotiated Vessel Contracts” with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderContainer Investment Opportunity.

Right of First Refusal. In the event that Buyer ---------------------- wishes to sublease 50,000 or more square feet (the "First Refusal Space") of the Property to an unaffiliated entity, Seller shall have a right of first refusal to sublease such First Refusal Space as provided herein. Prior to any Transfer commencing negotiations for a lease of Covered Common Stock pursuant to Section 4.1 of this Agreementthe First Refusal Space with an unaffiliated entity, the Shareholder intending to effect a Transfer pursuant to Section 4.1 Buyer shall provide Parent with give Seller written notice at least two Business Days that it intends to commence those negotiations (the "Negotiation Notice"). Prior to entering into a binding agreement for the lease of the First Refusal Space on the Property to an unaffiliated entity, Buyer shall deliver to Seller a copy of the term sheet or letter of intent which has been signed by the proposed subtenant and Buyer ("Signed Proposal") setting forth the basic terms for the proposed sublease transaction. If Seller wishes to enter into a sublease on the terms and conditions set forth in advance the Signed Proposal, Seller shall deliver to Buyer by 5:00 p.m. Los Angeles time on the date (the "Response Deadline") that is the later of any (a) twenty (20) business days after Seller's receipt of the Negotiation Notice, and (b) five (5) business days after Buyer's delivery of the Signed Proposal, written notice to Buyer confirming that it wishes to lease such proposed Transferspace on the terms specified. In If Seller fails to respond by the Response Deadline, Buyer may proceed to finalize its sublease transaction with the unaffiliated entity within six (6) months after delivery of the Signed Proposal to Seller, and Seller shall have no further right to sublease such notice, space on the Shareholder shall Property unless (i) represent no lease transaction is entered into with the specified unaffiliated entity, or the term of the sublease to Parent the unaffiliated entity expires or is otherwise terminated or (ii) the terms of the proposed sublease transaction are modified, as referenced below. If the terms of the proposed sublease are modified such that the Shareholder has complied with its obligations net present value (using a 10% interest rate) of the economic terms benefitting Buyer are reduced by more than 2% from the terms presented to Seller in this Agreement with respect the Signed Proposal, Buyer shall once again submit a Signed Proposal to such proposed Transfer Seller and that Seller must respond by the conditions Response Deadline as noted above if it wishes to effect such Transfer as sublease the space on the terms set forth in Section 4.1 of this Agreement have been satisfied the new signed proposal. It is understood and (ii) state agreed that if Seller wishes to sublease space identified in a term sheet submitted by Buyer, it must lease the intended date entire amount of the proposed Transfer. Parent shall have the right, but not the obligation, to buy space identified in such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York timeletter, on a Business Dayterms and conditions identical to those specified in such letter or term sheet, otherwiseincluding, Parent shall have until the second Business Day after receipt without limitation, approval of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated sublease by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderBuyer's lender.

Right of First Refusal. Prior The Company agrees to provide the Buyer with a right of first refusal with respect to subsequent financings, as follows: The Company shall not, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld) sell any Transfer of Covered its equity securities in a transaction intended to be exempt or not subject to registration under the Securities Act (a "Subsequent Placement") until June ___, 2001 other than (v) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (w) shares of Common Stock pursuant to Section 4.1 issuable upon exercise of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance currently outstanding options and warrants and upon conversion of any currently outstanding convertible securities of the Company, (x) shares of Common Stock issuable upon conversion of the Series A or B Preferred Shares or any warrants issued in connection therewith, (y) any transaction for the primary benefit of any person or entity other than the Company such proposed Transfer. In such noticeas Electronic Medical Distribution, Inc. or any other subsidiary or affiliate of the Shareholder shall Company and (z) shares of Common Stock and other securities issued (i) represent to Parent that the Shareholder has complied in connection with its obligations in this Agreement with respect to such proposed Transfer mergers and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied acquisitions and (ii) state to strategic investors, unless (A) the Company delivers to the Buyer a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended date to be raised thereunder, the entity with which such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Buyer shall not have notified the Company by 5:30 p.m. (New York City time) on the third business day after the delivery of the proposed Transfer. Parent shall have the right, but not the obligation, Subsequent Placement Notice of its willingness to buy such shares at a price per share equal provide financing to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to same terms set forth in the Shareholders that Parent has elected to purchase all such shares of Covered Common StockSubsequent Placement Notice. If Parent has not exercised its right to purchase the shares Buyer shall notify the Company of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.its

Right of First Refusal. Prior The Developer shall have a right of first refusal to purchase any Transfer portion of Covered Common Stock the Project Site for which a Preliminary Site Plan has been approved, which right shall exist and remain until twelve (12) months after approval of the applicable Preliminary Site Plan, or until the such Parcels are sold by the City pursuant to Section 4.1 the terms of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 1.2(b). The City shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to Developer any time the City receives a bona-fide offer for the purchase of any Parcels within an approved Preliminary Site Plan including all principal terms of such shares offer. To exercise this right, the Developer shall notify the City of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise match such right bona-fide offer that the City presents to Developer, in writing, within one Business Day fifteen (15) business days after receipt by Parent the Developer of such bona-fide offer. The Developer’s failure to respond within fifteen (15) business days shall be deemed a waiver of Developer’s right of first refusal with respect to the offer presented to the City, whereupon the City shall have one (1) year to consummate such transfer of all or a portion of the Shareholder’s notice (providedProject Site at the same purchase price, that with the same purchase date, with the same xxxxxxx money deposit and on substantially the same other terms and conditions as such Shareholder’s notice bona-fide offer previously presented to the Developer, failing which the Developer shall again have a right of first refusal for subsequent offers for the purchase of all or a portion of the Project Site for which a Preliminary Site Plan has been delivered approved. Prior to Parent no later than 9:00 a.m.accepting any third party offer to lease, New York timeground lease, on a Business Day, sell or otherwise transfer (by operation of law or otherwise, Parent shall have until the second Business Day after receipt ) all or any portion of the Shareholder’s notice)Project Site for which a Preliminary Site Plan has been approved, the Shareholder City shall be entitled agree that the City shall first submit to sell the Developer all bona-fide offers to transfer the Project Site or a portion thereof prior to City's acceptance of such shares of Covered Common Stock offer, in order so to comply with that the matters contemplated by clause (i) Developer may exercise its right of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderfirst refusal.

Right of First Refusal. Prior In the event that this Agreement terminates because any of the conditions listed in Section 13 are not met, at the option and sole discretion of Buyer (a) the Agreement may be extended for up to any Transfer two (2) consecutive forty-five (45) calendar-day periods of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent time so that the Shareholder has complied items required by Section 13 to be delivered to Buyer, MSO Nominee, NJ Nominee and NY Nominee at the Closing may be obtained or compliance with its obligations any representation, warranty or covenant set forth in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of may be achieved, or (b) this Agreement have been satisfied and may be terminated. INSPECTION CONTINGENCY. During the period (iithe "Due Diligence Period") state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock commencing on the date hereof and terminating as of 6:00 p.m. on the tenth business day immediately prior to Parent’s written notice to after the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provideddate hereof, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m.Buyer, New York timeMSO Nominee, on a Business DayNJ Nominee, otherwiseNY Nominee, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)their employees, the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, agents and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent independent contractors shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parententer upon the Sites, upon payment reasonable notice to Seller, for the purposes of conducting, at Buyer's expense, such studies, surveys, inspections and tests pertaining to the structure and condition of the purchase price Sites, the Assets, NJ Assets and NY Assets as Buyer desires to conduct. In addition, Buyer shall have the right to conduct any environmental inspections, financial audits, regulatory due diligence which Buyer desires to conduct (the above-referenced work being hereinafter collectively referred to as the "Studies"), the cost of which shall be borne by such affiliate Buyer, and Seller, NJ Doctors and NY Doctors shall cooperate with all reasonable requests of Buyer, its employees, agents and independent contractors in conducting the Studies. During the Due Diligence Period, Seller, NJ Doctors and NY Doctors shall make available to Buyer, its employees, agents and attorneys, for inspection, review and copying, all documents, licenses, approvals and permits relating to the ShareholderBusiness, NJ Doctors' business and NY Doctors' business and such other information and documentation with respect to the Business, NJ Doctors' business and NY Doctors' business as Buyer shall reasonably request (including appraisals and environmental site assessments and reports). If Buyer is for any reason dissatisfied with the conditions disclosed by the study, Buyer shall have the option to terminate this Agreement, and, upon notifying Seller of the failure of this contingency, Seller, NJ Doctors, NY Doctors and Buyer, MSO Nominee, NJ Nominee and NY Nominee shall be released and discharged from all liability under this Agreement and the Escrow Deposit shall be returned to Buyer. When Buyer is satisfied with the studies and any repairs taken as a result thereof, it shall notify Seller.

Right of First Refusal. Prior 2.3.1 Within fifteen (15) calendar days of its receipt of the Notice, the Company shall notify the Transferring Shareholder and the Transfer Offerees of the Company’s intent to any purchase some or all of the Transfer Shares at the same price and upon the same terms upon which the Transferring Shareholder is proposing to dispose of such Transfer Shares, and, subject to Section 2.3.3 below, the Transferring Shareholder shall sell to the Company the Transfer Shares pursuant to such proposed terms. If the Company fails or declines to exercise fully its right of first refusal as described in the immediately preceding sentence, the Transferring Shareholder shall promptly deliver a notice thereof setting forth the number of Transfer Shares that the Company has elected not to purchase (the "Transfer Offeree Notice") to the Transfer Offerees, and the Transfer Offerees may elect to purchase the Transfer Shares that the Company has elected not to purchase at the same price and upon the same terms which the Transferring Shareholder is proposing to dispose of such Transfer Shares by delivering a written notice (an "Acceptance Notice") of such election to the Transferring Shareholder within fifteen (15) days of receipt of the Transfer Offeree Notice, provided, that the Current Access Shareholder or the current president of Coniston shall not be required to sell Transfer Shares to the Company or another Shareholder if the proposed Transfer of Covered Common Stock pursuant Transfer Shares is to Section 4.1 one or more of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall following persons: (i) represent a duly appointed officer of Access, (ii) a duly nominated and elected director of Access, or (iii) an individual who provides consulting services to Parent Access pursuant to a written agreement duly approved by the Board, and provided, further, that Blacksands shall not be required to sell Transfer Shares to the Company or another Shareholder has complied with its obligations in this Agreement with respect to such if the proposed Transfer is to one or more of the following persons: (i) a duly appointed officer of Blacksands or Access, (ii) a duly nominated and elected director of Blacksands or Access, and (iii) individuals who provide consulting services to (x) Access pursuant to a written agreement duly approved by the Board or (y) Blacksands pursuant to a written agreement duly approved by the Board of Directors of Blacksands. Each Transfer Offeree that elects to deliver an Acceptance Notice shall specify in the conditions to effect Acceptance Notice the number of Transfer Shares that such Transfer as Offeree is willing to acquire (which may be in excess of (but not less than) such Transfer Offeree’s Pro Rata Share). If the Transfer Offerees elect to purchase in the aggregate all of the Transfer Shares specified in the Transfer Offeree Notice, each such Transfer Offeree so electing shall be entitled and obligated to purchase, on the terms set forth in Section 4.1 the Notice, a number of this Agreement have been satisfied Transfer Shares equal to the sum of (a) the amount of such Transfer Offeree’s Pro Rata Share of Transfer Shares not being purchased by the Company, and (b) to the extent a Transfer Offeree elected to purchase more than its Pro Rata Share of Transfer Shares not being purchased by the Company, the lesser of (i) such Transfer Offeree’s proportionate share of any remaining Transfer Shares to be Transferred other than those Transfer Shares to be purchased by accepting Offer Transferees pursuant to clause (a) above (based upon the relative Pro Rata Share of each Transfer Offeree electing to purchase more than its Pro Rata Share of Transfer Shares not being purchased by the Company), or (ii) state that number of Transfer Shares equal to the intended number of shares such Transfer Offeree elected to purchase minus such Transfer Offeree’s Pro Rata Share of Transfer Shares not being purchased by the Company (it being understood that the allocation procedures contemplated by this clause (ii) shall be repeated until all Transfer Shares have been allocated). Each Transfer Offeree’s "Pro Rata Share" shall mean the ratio, calculated in accordance with Section 2.6, of the number of Common Shares of the Company held by the Transfer Offeree on the date of the proposed Transfer. Parent shall have Transfer Offeree Notice divided by the right, but not total number of Common Shares of the obligation, to buy such shares at a price per share equal to Company held by all of the closing price of a share of Company Common Stock Transfer Offerees on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent date of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderTransfer Offeree Notice.

Right of First Refusal. Prior For a period of two (2) years following the Closing Date, the Company shall promptly notify (in no event later than five (5) Trading Days after making or receiving an applicable offer) in writing (a "Rights Notice") each Series B Purchaser of the terms and conditions of any proposed offer or sale to any Transfer third party by the Company in a transaction that is exempt from the registration requirements of Covered the Securities Act, of Common Stock pursuant to Section 4.1 of this Agreementor any debt or equity securities convertible, exercisable or exchangeable into Common Stock (a “Subsequent Financing”). The Rights Notice shall describe, in reasonable detail, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such noticeSubsequent Financing, the Shareholder shall (i) represent to Parent that names and investment amounts of all investors participating in the Shareholder has complied with its obligations in this Agreement with respect to such Subsequent Financing, the proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended closing date of the proposed Transfer. Parent Subsequent Financing, which shall have not be less than ten (10) Trading Days from the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent date of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)Rights Notice by the Series B Purchasers, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Series B Purchaser an option (the “Rights Option”) during the five (5) Trading Days following delivery of the Rights Notice (the “Option Period”) to inform the Company whether such Series B Purchaser will purchase up to its pro rata portion of all or a portion of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. If a Series B Purchaser elects not to participate in such Subsequent Financing, the Shareholder shall be entitled to sell other Series B Purchasers may participate on a pro-rata basis so long as such shares of Covered Common Stock participation in order so to comply with the matters contemplated by clause (i) of Section 4.1. The aggregate does not exceed the total purchase price that the Series B Purchasers paid for the purchase of any shares of Covered Common the Series B Preferred Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderhereunder.

Right of First Refusal. Prior Subject to any Transfer existing rights of Covered Common Stock pursuant to Section 4.1 first refusal on the Company's issuance of this Agreementits securities, the Shareholder intending Company shall not, without the prior written consent of the Investor, enter into an equity line of credit (a "SUBSEQUENT EQUITY FINANCING") for a period of one year after the Effective Date, UNLESS (A) the Company delivers to effect Investor a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance (the "SUBSEQUENT EQUITY FINANCING NOTICE") of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions intention to effect such Transfer as Subsequent Equity Financing, which Subsequent Equity Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Equity Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Equity Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Trading Day after its receipt of the Subsequent Equity Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in Section 4.1 the Subsequent Equity Financing Notice. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Equity Financing substantially upon the terms set forth in the Subsequent Equity Financing Notice; PROVIDED THAT the Company shall provide Investor with a second Subsequent Equity Financing Notice, and Investor shall again have the right of first refusal set forth above in this Agreement Section, if the Subsequent Equity Financing subject to the initial Subsequent Financing Notice shall not have been satisfied and consummated for any reason on the terms set forth in such Subsequent Equity Financing Notice within thirty (ii30) state Trading Days after the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderinitial Subsequent Equity Financing Notice.

Right of First Refusal. Prior (a) The Company shall not directly or indirectly, without the prior consent of the Purchaser, offer, sell, grant any option to purchase, or otherwise dispose (or announce any Transfer of Covered Common Stock pursuant offer, sale, grant or any option to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance purchase or other disposition) of any such proposed Transfer. In such noticeof its or its Affiliates equity or equity-equivalent securities (a "Subsequent Sale") for a period of 90 days after Closing Date, the Shareholder shall except (i) represent the granting of options to Parent that employees, officers and directors under, and the Shareholder has complied with issuance of shares upon exercise of options granted under, any stock option plan heretofore or hereinafter adopted by the Company; (ii) shares issued upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible preferred stock disclosed in Schedule 3.1 and (iii) shares of Common Stock issued upon conversion of Shares in accordance herewith, unless (A) the Company provides the Purchaser a written notice (the "Subsequent Financing Notice") of its obligations in this Agreement with respect to such proposed Transfer and that the conditions intention to effect such Transfer as Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing and the amount of proceeds intended to be raised thereunder and (B) the Purchaser shall not have notified the Company within forty-eight (48) hours of its receipt of the Subsequent Financing Notice of its willingness to enter into good faith negotiations to provide (or to cause its sole designee to provide) financing to the Company on substantially the terms set forth in Section 4.1 the Subsequent Financing Notice. If the Purchaser shall fail to notify the Company of its intention to enter into such negotiations within such forty-eight (48) hour period, the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; provided, that the Company shall provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser shall again have the right of first refusal set forth above in this Agreement paragraph (a), if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been satisfied and (ii) state consummated for any reason on the intended terms set forth in such Subsequent Financing Notice within 30 days after the date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderinitial Subsequent Financing Notice.

Right of First Refusal. Prior Subsequent to closing by ANCHOR under the terms of that certain Land Option Agreement by and between ANCHOR and Fountain Square Associates of even date herewith ANCHOR expressly agrees that ANCHOR shall not sell, convey or transfer except as to an encumbrance provided to any Transfer institutional lender by ANCHOR to secure a loan and as to a transfer pursuant thereto by virtue of Covered Common Stock a default under said loan, its right, title and interest in the Property or any part thereof, unless ANCHOR shall have first made an offer to sell its interest in the Property to FOUNTAIN in the manner hereinafter prescribed, and the offer shall have been rejected in writing. The offer shall be given to FOUNTAIN and shall consist of an offer to sell ANCHOR its interest in the Property for the same price and upon the same terms as a prospective bona fide purchaser shall have theretofore offered for the Property in writing. A copy of the prospective bona fide purchaser's offer shall be attached to the offer 7 of ANCHOR. With thirty (30) days after the receipt of the offer, FOUNTAIN may, at its option, elect to purchase, in its name or an entity owned or controlled by it, all, but not less than all of the interest proposed to be sold by ANCHOR. The election to purchase shall be exercised by the giving of written notice thereof to ANCHOR. The purchase price shall be the purchase price set forth in the prospective bona fide purchaser's written offer attached to the offer of ANCHOR and shall be paid in the same manner set forth therein. The closing of a purchase under this Paragraph shall take place at the principal office of Annis, Mitchell, Cockey, Edwards, Roehn, P.A., Suite 2100, Tampa City Center Building, Tampa, Florida or such other place designated by FOUNTAIN. The date of closing shall be specified in writing in the written acceptance by FOUNTAIN to ANCHOR, which closing date shall be the later of the date of closing set forth in the prospective bona fide purchaser's written offer to purchase or thirty (30) days after the last day on which FOUNTAIN may exercise its election to purchase. If ANCHOR's offer to sell its interest in the Property is rejected in writing by FOUNTAIN as to the entire interest sought to be sold, or if FOUNTAIN does not accept the offer in writing within the thirty (30) day period, the offer shall be deemed to have been rejected by FOUNTAIN, then ANCHOR may make a transfer to the prospective bona fide purchaser only under the identical terms theretofore stated to FOUNTAIN. If ANCHOR shall fail to make the transfer to the prospective bona fide purchaser pursuant to Section 4.1 the terms of the offer provide to FOUNTAIN, the interest of ANCHOR sought to be sold shall again be subject to all the restrictions of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholder.

Right of First Refusal. Prior Subject to any Transfer the last sentence of Covered Common Stock this paragraph, in addition to the rights granted to Agent and the Lenders pursuant to Section 4.1 2.13 hereof, Borrower, Holdings and Parent Entity hereby agree that, if at any time prior to the date that all of this Agreementthe Obligations (other than indemnity obligations of Borrower that are not then due and payable or with respect to which no claim has been made) have been indefeasibly paid in full in cash and the Revolving Loan Commitments terminated, Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity shall have obtained a bona fide third-party offer (the “Third-Party Offer”) (for the avoidance of doubt, a bonafide, fully negotiated and executed term sheet delivered by the applicable lender to Borrower, Holdings or any Subsidiary of Borrower, Holdings or Parent Entity, as applicable, together with a commitment letter, if any, shall qualify as a “Third-Party Offer” hereunder) for (a) senior debt financing or refinancing of the Loan or the financing, refinancing or acquisition of any Leases to be originated, acquired or otherwise held by Holdings, Borrower, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity that is formed for the purpose of originating Leases or (b) with respect to Borrower, Holdings, Parent Entity or any Subsidiary of Borrower, Holdings or Parent Entity, for senior or junior debt financing of any type and with respect to any type of collateral or any business unit, Borrower, Holdings or Parent Entity shall, in writing within five (5) Business Days of receipt of such offer, promptly inform Agent (such writing to Agent is referred to herein as the “First Refusal Offer”) of such Third-Party Offer and the terms and conditions of such Third-Party Offer (and, if such Third-Party Offer is in writing, shall attach a copy of such Third-Party Offer to such First Refusal Offer) and, in such First Refusal Offer, shall offer to Agent a right of first refusal in respect of such financing or refinancing. Agent’s right of first refusal shall grant Agent the right to, within fifteen (15) days after the receipt of such First Refusal Offer, deliver a writing to Borrower, Holdings and Parent Entity (the “Acceptance”) stating that Agent and Lenders agree to extend such financing on Material Terms which shall be the same or more favorable (taken as a whole) to the applicable borrower than the Material Terms of financing under such Third-Party Offer (as such Material Terms were communicated to Agent by Borrower, Holdings or Parent Entity or such Affiliate), it being agreed and understood that, with respect to any such Third-Party Offer, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent aggregate principal amount, (ii) pricing (including, without limitation, interest rate, closing, commitment, structuring, arrangement or similar fees and original issue discount) and payment and prepayment terms and conditions, (iii) term and/or duration, (iv) financial covenants, borrowing base or availability, (v) events of default, (vi) material conditions to closing and borrowing, (vii) operational covenants, including as to debt, liens, investments, prepayments and repayments of other debt, use of proceeds, dividends and distributions, reporting, access to cash, and (viii) collateral and transaction structure (with respect to any financing, such material terms are referred to as “Material Terms”). Upon receipt of the Acceptance by Borrower, Holdings or Parent that Entity, Agent and one or more of the Shareholder has complied with Lenders or their respective Affiliates, on the one hand, and Borrower, Holdings, Parent Entity or the applicable Subsidiary, on the other hand, shall, in good faith negotiate an agreement for such financing on the terms set forth in such Acceptance (subject to the satisfaction of appropriate conditions in respect of due diligence, documentation and other customary and commercial conditions precedent set forth in (or incorporated by reference) in the Acceptance). If Agent shall have declined to exercise its obligations right under such First Refusal Offer, or shall have failed to timely respond within fifteen (15) Business Days to such First Refusal Offer or shall have offered a counterproposal to Borrower, Holdings or Parent Entity in this Agreement respect of such First Refusal Offer, Borrower, Holdings, Parent Entity or such applicable Subsidiary shall be free to close such Third-Party Offer within one hundred twenty (120) days of the date of such First Refusal Offer on terms substantially similar to the terms thereof set forth in such Third-Party Offer (as communicated to Agent). If Borrower, Holdings, Parent Entity or such applicable Subsidiary shall have failed to so close such financing within said one hundred twenty (120) days or if the material terms of such financing are modified from the description of such terms in the Third-Party Offer, then a new right of first refusal for the benefit of Agent with respect to such proposed Transfer financing shall immediately arise. Borrower, Holdings and that the conditions Parent Entity agree to effect such Transfer as set forth in Section 4.1 inform any Person making a Third-Party Offer of this Agreement have been satisfied Agent’s and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to ParentLender’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.26.16 in respect thereof. Notwithstanding the foregoing, the rights granted to Agent and Parent the Lenders pursuant this Section 6.16 shall pay not apply following the Public Company Transition Date with respect to any Third-Party Offer for such shares by wire transfer a bond issuance, public securitization or a syndicated corporate credit facility. For the avoidance of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit doubt, any affiliate of Parent actually to effect any such purchase by Parent, upon payment refinancing of the purchase price by such affiliate Class A Obligations with a financing similar in nature to the Shareholderterms of this Agreement shall be subject to a right of first refusal under this Section 6.16. Borrower and Holdings covenant and agree not to form, or consent to or otherwise acquiesce in the formation of, any Affiliate, or otherwise use any Subsidiary existing on the Closing Date, to originate, acquire or finance any Leases in circumvention of the intent of the covenants, agreements and obligations set forth in this Section 6.16.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 During the Term of this Agreement, Lender shall have a right of first refusal to provide financing to Borrower for the Shareholder intending purchase of Aircraft from Piaggio America in the event that Borrower receives approved financing from a lending institution and elects to effect a Transfer pursuant to Section 4.1 shall provide Parent terminate this Agreement. Before Borrower can terminate this agreement and replace Lender with written notice at least two Business Days another lending institution, Borrower must notify Lender in advance of any such proposed Transfer. In such notice, the Shareholder shall writing by providing (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 a notification of this Agreement have been satisfied bona fide approval from a lending institution; and (ii) state a brief explanation of the intended material terms of the financing, which shall include the term and rate of the financing. If Lender fails to exercise their right of first refusal by not providing Borrower with an approval for financing that is equal to or better than the terms and rates provided by the lending institution by notifying Borrower in writing within ten (10) business days from the date of the proposed Transfer. Parent initial notice by Borrower, then Borrower shall have the rightabsolute right to terminate this Agreement and enter into a financing arrangement with the lending institution. Lender agrees that this Agreement shall be terminated on or before ninety (90) days from the initial notice by Borrower. Notwithstanding the foregoing, Lender shall use its best efforts to terminate this Agreement within sixty (60) days from the date of the initial notice in the event that the ninety (90) day period will cause Borrower to lose the more favorable financing terms. In the event that Lender exercises their right of first refusal, Lender and Borrower shall terminate this Agreement within thirty (30) days from Lender’s notice and both parties shall enter into a revised Floor Plan Finance Agreement that reflects terms that are equal to or more favorable than the bona fide offer made by the lending institution. The right of first refusal discussed herein shall be limited solely to instances where Borrower is terminating this Agreement to receive more favorable financing from an alternate lending institution. A lending institution shall include but not be limited to any bank, business entity, trust, or individual that has agreed to provide financing to Borrower for the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice)Aircraft. Further, the Shareholder shall be entitled to sell such shares right of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant first refusal applies solely to this Section shall Agreement and may not be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, enforced upon any other agreement between Lender and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the ShareholderBorrower.

Right of First Refusal. Prior Royal hereby grants to the Companies the first right to monitor Traditional Alarm Industry Signals and New Monitoring Signals (each as defined in that certain Restrictive Covenant of even date herewith executed by Royal in favor of the Companies) (individually, collectively and severally hereinafter a "Signal") that Royal itself has the opportunity to monitor or to arrange for monitoring. When and as Royal has the opportunity to monitor or to arrange for monitoring of any Signal, Royal shall notify in writing and give to the Companies a monitoring terms and conditions agreement along with a specification and price sheet for the particular Signal (collectively and severally, the "Spec Sheet"). The Spec Sheet shall be identical to that which is to be provided to any Transfer third party provider. The Companies and either of Covered Common Stock them shall, within thirty (30) calendar days after the date Royal delivers the Spec Sheet to the Companies, accept or reject in writing the opportunity to monitor the Signal on the terms offered, failing which the Companies shall be deemed to have rejected the opportunity to monitor the Signal and Royal may itself monitor the Signal or grant to another person or company such opportunity, however any such monitoring shall be solely on the identical monitoring terms and conditions agreement and pursuant to Section 4.1 the identical specifications and pricing which were presented to the Companies in the Spec Sheet. The Companies agree that their acceptance of this Agreementa Spec Sheet shall, to the Shareholder intending extent contained within the Spec Sheet, be deemed a representation by the Companies, or either of them that accepts same, that it has the requisite skill, competence and proficiency in monitoring the Signal, failing which in a material respect Royal may to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as extent set forth in Section 4.1 of this Agreement have been satisfied and the Spec Sheet at any time on ten (ii10) state days advance written notice terminate the intended date right of the proposed TransferCompanies to monitor any particular Signal(s) at issue. Parent shall have the Upon such termination, Royal may in that event itself monitor such Signal or grant to another person or company such right, but all on the terms in the applicable Spec Sheet. If the Companies or either of them do not elect to accept the obligationSpec Sheet offered by Royal as detailed above, and if the same is not bound and undertaken upon the identical Spec Sheet terms and conditions within one hundred and twenty (120) days from the expiration of the Companies' right of first refusal as hereinbefore provided, or should the terms of the monitoring of the Signal or of the Spec Sheet change in any material respect, then the same opportunity to buy such shares at a price per share equal monitor the Signal and rights of first refusal of the Companies herein shall again apply as if it was never before offered to the closing price of a share of Company Common Stock on Companies and the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder above procedure shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price by such affiliate to the Shareholderobserved once again.

Right of First Refusal. Prior to any Transfer If within the 12-month period following consummation of Covered Common Stock pursuant to Section 4.1 one or more Offerings of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, $10 million (the Shareholder shall (i) represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price of a share of Company Common Stock on the business day immediately prior to Parent’s written notice to the Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice“ROFR Term”), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of Company or any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2subsidiaries decides to raise funds by means of a public offering or a private placement of equity or equity-linked securities using an underwriter or placement agent, and Parent shall pay for such shares Wxxxxxxxxx (or any affiliate designated by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent Wxxxxxxxxx) shall have the right to permit act as the sole book-running manager, sole underwriter or the sole placement agent for such financing (it being understood that the Company may consummate such financing directly and without the participation of any affiliate underwriter, placement agent, or financial advisor and that eight (8) months following the commencement of Parent actually the ROFR Term, the Company may retain additional underwriters, placement agents or financial advisors who will be entitled to effect up to, in the aggregate, 10.0% of the economics of such financing). If Wxxxxxxxxx or one of its affiliates decides to accept any such purchase by Parentengagement, upon payment the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, but which shall not exceed the fees for an Offering under this Agreement. This right of first refusal shall not apply to a strategic transaction with a business engaged in the Company’s industry, the principal purpose of which is not to raise capital, or any merger transaction. In connection with a public offering during the ROFR Term, this right of first refusal also shall not apply if Wxxxxxxxxx offers to accept an engagement on a “best efforts” basis and the Company is able to engage an underwriter willing to act on a “firm commitment” basis. Further, the Company generally shall have no obligations whatsoever under this paragraph related to or arising from an ATM, regardless of the purchase price by amount raised; except that if the Company, Wxxxxxxxxx and StemoniX agree in writing that funds to be raised pursuant to an ATM can be used to satisfy the “$10 million Private Placement condition” in the Company’s August 2020 merger agreement with StemoniX, and if the aggregate of all such affiliate to equity raised for such purpose (inclusive of the Shareholderagreed upon amounts raised through the ATM) equals or exceeds $10 million, then such aggregate equity raise shall be deemed “one or more Offerings of at least $10 million” under this paragraph.

Right of First Refusal. Prior The Company shall not, directly or indirectly, without the prior written consent of Meridian Equities, Inc., or its designee,, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any Transfer offer, sale, grant or any option to purchase or other disposition) any of Covered its Common Stock pursuant to Section 4.1 or securities convertible into Common Stock at a price that is less than the market price of this Agreementthe Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of one year after the Effective Date, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall except (i) represent the granting of options or warrants to Parent that employees, officers, directors and consultants, and the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the conditions to effect such Transfer as set forth in Section 4.1 of this Agreement have been satisfied and Company, (ii) state shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture, in each case disclosed Pursuant to Section 3(c), (iii) securities issued in connection with the intended date of the proposed Transfer. Parent shall have the right, but not the obligation, to buy such shares at a price per share equal to the closing price capitalization or creation of a share of Company Common Stock on the business day immediately prior joint venture with a strategic partner, (iv) shares issued to Parent’s written notice to the Shareholders that Parent has elected to purchase pay part or all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the second Business Day after receipt of the Shareholder’s notice), the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholder. Parent shall have the right to permit any affiliate of Parent actually to effect any such purchase by Parent, upon payment of the purchase price for the acquisition by the Company of a person (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Meridian Equities, Inc., or its designee, a written notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such affiliate Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Meridian Equities, Inc., or its designee, shall not have notified the Company by 5:00 p.m. (New York time) on the fifteenth (15th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the ShareholderCompany on substantially the terms set forth in the Subsequent Financing Notice. If Meridian Equities, Inc., or its designee, shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms and to the persons (or affiliates of such persons) set forth in the Subsequent Financing Notice; PROVIDED THAT the Company shall provide Meridian Equities, Inc., or its designee, with a second Subsequent Financing Notice, and Meridian Equities, Inc., or its designee, shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice with the person (or an affiliate of such person) identified in the Subsequent Financing Notice. The rights granted to Meridian Equities, Inc., or its designee, in this Section are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 3(c).