Common use of First Offer Rights Clause in Contracts

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 Subject to Sections 4(c) and 4(d), at least 30 days prior to any Transfer of this AgreementStockholder Shares (other than BRS Shares and other than Warrant Shares), and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with such Person making such Transfer (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Offering Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) and BRS specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes Shares proposed to sell (the "offered Shares"); (ii) be transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer; provided, The Notice that this Section 4(b) shall not apply to any Transfer made following an Approved Sale or the exercise of Offer shall constitute an irrevocable offer a "Repurchase Option" (as defined and set forth in the Management Stock Agreement). BRS (or its designees) may elect to purchase all (but not less than all) of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by the Selling Stockholder to sell delivering a written notice of such election to the Company Offering Stockholder and the other Stockholders Company within 10 days after the Offered Shares at the Offer Price, subject Transfer Notice has been delivered to the other Company. If BRS (or its designees) does not elect to purchase all of the Stockholder Shares specified in the Transfer Notice, then the Company may elect to purchase all or any portion of the remaining Stockholder Shares to be transferred, upon the same terms and conditions set forth in the Notice Transfer Notice, by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of Offering Stockholder within 20 days after the Offered Shares that it is electing Transfer Notice has been delivered to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which If BRS (or its designees) and the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Stockholder Shares available for purchase under this Section 2.3specified in the Transfer Notice, then the Selling Offering Stockholder (a) shall be under no obligation to sell any of may transfer the Offered Stockholder Shares to specified in the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Transfer Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 90-day period immediately following the earlier of Offer; provided, however, that if there is more than one Third Party Transferee, (i) 20 days after delivery of the Selling Transfer Notice and (ii) the date as of which both BRS and the Company have declined in writing to exercise their options under this Section 4(b). Any Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares not transferred within such six90-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 4(b) upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementsubsequent Transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 Subject to Sections 4(c) and 4(d), at least 45 days prior to any Transfer of this AgreementStockholder Shares by any Executive, and except for Rule 144 Sales and sales or any of shares in public offerings their Permitted Transferees (other than pursuant to this Agreementan Approved Sale), a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Person making such Transfer (a the "Selling Offering Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred and to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell Investors (the "offered SharesInvestor Offeree(s)"); (ii) , specifying in reasonable detail the number and class of Stockholder Shares proposed to be transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer. The Company may elect to purchase all or any (but not, The Notice together with the Investor Offeree(s), less than all) of Offer shall constitute an irrevocable offer by the Selling Stockholder Shares to sell to be transferred, upon the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the Notice Transfer Notice, by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Offering Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of after the Transfer Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as has been delivered to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance")Company. If the Company does has not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant all of the Stockholder Shares to its Stockholder's Acceptancebe transferred, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected Investor Offeree(s) (or their designees) may elect to purchase a number of Offered Shares that all (but not, in the aggregate exceeds aggregate, less than all) of the total number of Offered SharesStockholder Shares to be transferred, upon the Company shall be entitled to purchase the number of Offered Shares contained same terms and conditions as those set forth in the Company Acceptance and Transfer Notice, by giving written notice of such election to the remainder of Offering Stockholder within 20 days after the Offered Transfer Notice has been given to the Investor Offeree(s) (the "Investor Option Period"); provided, that if both Investor Offerees make such election, such Stockholder Shares shall be allocated among the other Stockholders accepting Investor Offerees on a pro rata basis in accordance with the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the relative number of shares of Common Stock Stockholder Shares held by such Accepting Stockholders; and Investor Offerees. If neither the Company nor the Investor Offeree(s) (bor their designees) thereafter, to those Accepting Stockholders, if any, that elected elects to purchase more shares than the number to which they are entitled under clause (a)all, in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other aggregate, of the Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth specified in the Stockholder's Acceptance. If any other Transfer Notice, then the Offering Stockholder shall elect to purchase any of may transfer the Offered Shares, Stockholder Shares specified in the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares Transfer Notice to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash designated transferee at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 60-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Investor Option Period. Any Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares not transferred within such six60-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 4(b) upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementsubsequent Transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares Subject to Section 3(c) below, prior to any proposed Transfer of Common Stock owned Units by the Selling Stockholder which any Common Partner (other than (i) a Transfer to a Permitted Transferee of such Selling Stockholder wishes to sell (the "offered Shares"); Common Partner or (ii) a Transfer by an ABRY-Affiliated Partner), the Partner proposing to make such a Transfer (the “Offering Partner”) shall deliver a written notice (the “Transfer Notice”) to each Other Partner holding Class A Common Units (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of Partner Interests proposed cash purchase price per share to be Transferred (the “Specified Securities”). (ii) For a period of 30 days following receipt of a Transfer Notice (the “Offer Period”), the Offering Partner shall negotiate in good faith for the Offered Shares (sale of the "Offer Price"); Specified Securities with any Eligible Purchaser expressing a good faith desire to purchase such Specified Securities, and (iii) any Eligible Purchaser may elect to offer to purchase all or any portion of the Specified Securities, for a purchase price, and on the other terms and conditions specified by such Eligible Purchaser, by delivering a written notice (a “Participation Notice”) of such election to the Offering Partner on or prior to the end of the offerOffer Period. The Offering Partner may, The Notice of Offer shall constitute an irrevocable in its sole discretion, elect to accept the offer by the Selling Stockholder to sell to the Company price and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the any Participation Notice of Offer. Within five business days of is receipt with respect to all or any portion of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of recordSpecified Securities. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 iii) If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer Offering Partner receives one or if the Company Acceptance does not provide more Participation Notices for the purchase by the Company of all of the Offered SharesSpecified Securities, then, within 15 days following then the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase Offering Partner may transfer all of the Offered Shares available for purchase under this Section 2.3Specified Securities to a third party, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee Offering Partner than those specified the terms and conditions contained in the Participation Notice most favorable to the Offering Partner, during the 180-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares Offer Period. Any Partner Interests not transferred within such six180-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be once again subject to the provisions of this AgreementSection 3(b) upon subsequent transfer. (iv) If the Offering Partner does not receive any Participation Notices within the Option Period or does not receive Participation Notices with respect to all of the Specified Securities in a single Transfer, then the Offering Partner may transfer all of the Specified Securities to a third party at a price on and on terms determined by such Offering Partner in its sole discretion, during the 180-day period immediately following the expiration of the Offer Period. Any Third Party Transferee to whom shares of Common Stock are Partner Interests not transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six180-month period, day period will be once again subject to the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement3(b) upon subsequent transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 During the first five (5) years of the Term of this AgreementLease, provided that (x) this Lease shall then be in full force and effect, (y) Tenant shall not then be in default with respect to any of Tenant's monetary obligations or in default (after notice and the expiration of any applicable cure period provided in this Lease) with respect to any of the material terms, provisions, covenants, agreements and conditions of this Lease and (z) Tenant or a Related Corporation shall then occupy the entire Demised Premises, then, at the time that any First Offer Space (as hereinafter defined) shall be available for lease by Landlord, Landlord shall deliver to Tenant notice of such availability (each a "First Offer Space Notice"), and except for Rule 144 Sales and sales of shares in public offerings pursuant Tenant shall, subject to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring Article 35, have one-time first offer rights (collectively, the "First Offer Rights") with respect to sell each such First Offer Space. If Landlord has any obligation to take any affirmative action or otherwise transfer shares if Landlord has any right to trigger a tenant's right, in either instance, with respect to any First Offer Space (or any portion thereof) under any lease with another tenant of Common Stock the Building (which tenant has rights with respect to such First Offer Space (or any portion thereof)), Landlord will take such action or exercise such right in compliance accordance with this Section 2.3 the terms of the relevant lease. The First Offer Spaces are as follows (with each being referred to individually as a "Selling StockholderFirst Offer Space") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify ): (i) approximately 9,879 rentable square feet of space on the number thirtieth (30th) floor of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell Building as depicted on Exhibit K (the "offered SharesFirst 30th Floor Offer Space"), which space Landlord hereby agrees not to lease to any other tenant during the six (6) month period following the execution of this Lease; provided, however, that, notwithstanding the foregoing, Landlord may lease or attempt to lease the 30th Floor Offer Space during such six month (6) period (without offering same to Tenant) if, prior to the end of such six (6) month period, Landlord shall have leased or licensed the space on the fifteenth (15th) floor of the Building (the "15th Floor Space") as depicted on Exhibit L to a third party tenant and the space on the twelfth (12th) floor of the Building (the "12th Floor Space") as depicted on Exhibit M to a third party tenant (it being understood that Landlord shall promptly notify Tenant of the latter to occur of the leasing of the 15th Floor Space or the 12th Floor Space); (ii) approximately 6,434 rentable square feet of space on the proposed cash purchase price per share for thirtieth (30th) floor of the Offered Shares Building as depicted on Exhibit N (the "Second 30th Floor Offer PriceSpace"); and (iii) all other terms and conditions of the offer, The Notice of Offer which Landlord anticipates shall constitute an irrevocable offer become available for lease by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer PriceLandlord on or about January 1, 2000, subject to the other terms superior right of Donaldson, Lufkin, and conditions set forth in the Notice of Offer. Within five business days of is receipt Jenrette, Inc. to lease such space; (iii) any portion of the Notice of Offer, the Company shall send a copy ▇▇▇▇▇▇-▇ixth (36th) floor of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase Building (such notification shall be referred to hereinafter as the "Company Acceptance36th Floor Offer Space"). The election to purchase Offered Shares ) which shall be made on behalf of the Company become available for lease by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's AcceptanceLandlord, subject to allocation the superior right of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer Lester Schwab Katz & Dwyer (the "Accepting StockholdersLester Schwab") as follows: to lease all or ▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ spa▇▇ ▇▇thi▇ ▇▇▇ (a▇) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months ▇▇▇rs from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of OfferCommencement Date; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments Lester Schwab elects to purchase all the Offered Shares within such six-month period before any sale to take only a Third Party Transferee portion of the Offered Shares 36th Floor ▇▇▇▇▇ ▇▇▇▇▇, Tenant may take place. Upon lease from Landlord that portion of space on the thirty sixth (36th) floor not leased by Lester Schwab (the "Remaining 36th Floor Offer Space") or any such sale▇▇▇▇▇▇▇ ▇▇▇▇eof, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees provided that the shares portion of Common Stock it acquired the Remaining 36th Floor Offer Space that Tenant does not elect to lease is, in Landlord's sole discretion, an area that is contiguous, commercially rentable, and divisible from that portion of the selling Stockholder are Remaining 36th Floor Offer Space that Tenant elects to so lease; (iv) the entire rentable portion of the thirty-first (31st) floor of the Building and that portion of the thirtieth (30th) floor of the Building, as depicted on Exhibit O (the "30th/31st Floor Offer Space"), subject to the provisions superior right of this Agreement. Any Third Party Transferee Donaldson, Lufkin, and Jenrette, Inc. to whom shares lease such space; it being agreed, however, ▇▇▇▇ ▇▇nant shall not have the right to lease less than the entire 30th/31st Floor Offer Space; and (v) the entire rentable portion of Common Stock are transferred pursuant the twenty-first (21st) floor of the Building, as depicted on Exhibit P (the "21st Floor Offer Space"), subject to and the exercise by Garban, Ltd. of Garban, Ltd.'s right to cancel its lease with respect to such space effective November 1, 2000; provided, however, that Tenant must elect to lease all of the 21st Floor Offer Space unless Landlord, in compliance with this Section 2.3.5 shallLandlord's sole discretion, upon consummation agrees to lease a lesser portion of such transferspace to Tenant, be deemed a Stockholder for purposes in which case such portion shall contain at least one-half of this Agreementthe rentable square footage of the 21st floor of the Building. If Notwithstanding the Selling Stockholder foregoing, in the event Tenant does not complete elect to lease the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than entire 30th/31st Floor Offer Space in accordance with the provisions of clause (iv) above, and if General Reinsurance Corp. does not elect to renew its lease for such space, then, subject to the right of Donaldson, Lufkin, and Jenrette, Inc. to lease such space, Tenant may lease from Lan▇▇▇▇▇ ▇▇at portion of space, if any, which Landlord, in Landlord's sole discretion, agrees to lease to Tenant, provided that such portion shall contain at least one-half of the rentable square footage on the floor of the Building where such space is located. The lease of General Reinsurance Corp. with Landlord with respect to the 30th/31st Floor Offer Space expires according to its terms in March 2002. The First Offer Space Notice shall set forth the First Offer Space, together with a floor plan depicting such First Offer Space. In the event Tenant fails to deliver to Landlord written notice of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant Tenant's election to this Section 2.3 shall take place exercise a particular First Offer Right (each a "First Offer Notice") within 30 ten (10) business days after the delivery of the Company Acceptance or 60 days after the date First Offer Space Notice (time being of the Notice essence with respect thereto) (the "First Offer Exercise Date"), the relevant First Offer Right shall be deemed revoked, null, and void, and of Offerno further force or effect, whichever is laterand Tenant shall have no further rights of first offer with respect to such First Offer Space, at 11:00 a.m. local time at and Landlord may thereafter proceed with the principal offices leasing of the Company, relevant First Offer Space to any party upon any terms and conditions. Such First Offer Notice shall be deemed properly given only if on the First Offer Exercise Date: (i) this Lease shall not have been previously terminated or at such other date, time canceled and (ii) Tenant shall not be in breach or place as the parties to the sale may agree. At least five default of any of Tenant's monetary or material non-monetary obligations under this Lease (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers after notice and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims expiration of any kind and nature (except as otherwise set forth applicable cure period provided in this AgreementLease), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 (i) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to any Transfer of this AgreementShareholder Shares by any Shareholder (other than holders of BRS Shares or Farallon Shares), and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Shareholder making such Transfer (a the "Selling StockholderTRANSFERRING SHAREHOLDER") shall first deliver a written notice (the "TRANSFER NOTICE") to the Company (hereinafter referred to as and the "Notice of Offer") which Notice of Offer shall specify (i) Investors specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell be transferred (the "offered SharesTRANSFER SHARES"); (ii) , the proposed cash purchase price per share for and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer. The Company may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Transfer Notice, The by delivering a written notice of such election to the Transferring Shareholder within fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of Offer the Transfer Shares, the Investors (or their designees) may elect to purchase all (but not less than all) of the Transfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Transferring Shareholder within 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor shall constitute an irrevocable offer be allocated among the Investors based upon the relative number of Shareholder Shares then held by each such Investor unless otherwise agreed upon by the Selling Stockholder Investors. If neither the Company nor the Investors elects to sell purchase all of the Transfer Shares specified in the Transfer Notice, then the Transferring Shareholder may transfer the Transfer Shares specified in the Transfer Notice at a price and on terms in the aggregate not materially more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the other Stockholders the Offered Investors. Any Transfer Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (not transferred within such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed 90-day period will continue to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this AgreementSection 4(b)(i) upon any subsequent proposed Transfer. (ii) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to Transfer of any Shareholder Shares by any Farallon Investor, such Farallon Investor shall deliver written notice (the "FARALLON SALE NOTICE") to BRS specifying in reasonable detail the number of shares proposed to be transferred (the "PROPOSED SHARES"). Upon receipt of the Farallon Sale Notice, BRS shall within thirty (30) days deliver a written offer to such Farallon Investor to purchase the Proposed Shares specifying in reasonable detail the amount and type of consideration to be offered for the Proposed Shares and the other terms and conditions of such offer (the "BRS REPURCHASE NOTICE"). Upon receipt of the BRS Repurchase Notice, such Farallon Investor shall within ten (10) days deliver to BRS a written acceptance or rejection of the offer contained in the Repurchase Notice. If such Farallon Investor rejects the offer contained in the BRS Repurchase Notice, such Farallon Investor may transfer the Proposed Shares specified in the Farallon Sale Notice at a price and on terms in the aggregate materially not more favorable to the transferee(s) thereof than specified in the BRS Repurchase Notice during the 90-day period immediately following the date on which the Farallon Sale Notice has been given to BRS. Any Third Party Transferee to whom shares of Common Stock are Proposed Shares not transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six90-month period, day period will continue to be subject to the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement4(b)(ii) upon any subsequent proposed Transfer. 2.3.6 The closing of purchases of Offered Shares (iii) Any purchase by the Company and/or other Stockholders the Investors pursuant to this Section 2.3 4(b) shall take place be closed at the Company's executive offices within (x) 45 days after the Transfer Notice (in the case of purchase pursuant to Section 4(b)(i)) or (y) 30 days after the delivery acceptance by the applicable Farallon Investor of the Company Acceptance or 60 days after offer set forth in the date of the BRS Repurchase Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties pursuant to the sale may agreeSection 4(b)(ii). At least five (5) business days prior to such the closing, the Company purchaser or purchasers shall notify pay the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), purchase price by certified or bank check or by wire transfer of immediately available funds funds, and the seller or sellers shall deliver the certificate or certificates (or duly executed affidavits of lost certificates in accordance with the Certificate of Incorporation) representing the Shareholder Shares and/or Preferred Shares, as the case may be, to such bank and account as the Selling Stockholder(s) shall designatepurchaser or purchaser or their nominees, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired accompanied by such purchaser, in full payment of the purchase price of the offered Shares purchasedduly executed stock powers.

First Offer Rights. Except as otherwise permitted under Section 2.2 (i) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to any Transfer of this AgreementShareholder Shares by any Shareholder (other than holders of BRS Shares, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this AgreementFarallon Shares, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with Rosewood Shares), the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Shareholder making such Transfer (a the "Selling StockholderTRANSFERRING SHAREHOLDER") shall first deliver a written notice (the "TRANSFER NOTICE") to the Company (hereinafter referred to as and the "Notice of Offer") which Notice of Offer shall specify (i) Investors specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell be transferred (the "offered TRANSFER Shares"); (ii) , the proposed cash purchase price per share for and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer. The Company may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Transfer Notice, The by delivering a written notice of such election to the Transferring Shareholder within fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of Offer the Transfer Shares, the Investors (or their designees) may elect to purchase all (but not less than all) of the Transfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Transferring Shareholder within 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor shall constitute an irrevocable offer be allocated among the Investors based upon the relative number of Shareholder Shares then held by each such Investor unless otherwise agreed upon by the Selling Stockholder Investors. If neither the Company nor the Investors elects to sell purchase all of the Transfer Shares specified in the Transfer Notice, then the Transferring Shareholder may transfer the Transfer Shares specified in the Transfer Notice at a price and on terms in the aggregate not materially more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the other Stockholders the Offered Investors. Any Transfer Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (not transferred within such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed 90-day period will continue to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this AgreementSection 4(b)(i) upon any subsequent proposed Transfer. (ii) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to Transfer of any Shareholder Shares by Rosewood or any Farallon Investor, Rosewood or such Farallon Investor shall deliver written notice (any such notice, the "FARALLON/ROSEWOOD SALE NOTICE") to BRS specifying in reasonable detail the number of shares proposed to be transferred (the "PROPOSED SHARES"). Upon receipt of the Farallon/Rosewood Sale Notice, BRS shall within thirty (30) days deliver a written offer to Rosewood or such Farallon Investor, as the case may be, to purchase the Proposed Shares specifying in reasonable detail the amount and type of consideration to be offered for the Proposed Shares and the other terms and conditions of such offer (the "BRS REPURCHASE NOTICE"). Upon receipt of the BRS Repurchase Notice, Rosewood or such Farallon Investor, as the case may be, shall within ten (10) days deliver to BRS a written acceptance or rejection of the offer contained in the Repurchase Notice. If Rosewood or such Farallon Investor, as the case may be, rejects the offer contained in the BRS Repurchase Notice, Rosewood or such Farallon Investor, as the case may be, may transfer the Proposed Shares specified in the applicable Farallon/Rosewood Sale Notice at a price and on terms in the aggregate materially not more favorable to the transferee(s) thereof than specified in the BRS Repurchase Notice during the 90-day period immediately following the date on which the Farallon Sale Notice has been given to BRS. Any Third Party Transferee to whom shares of Common Stock are Proposed Shares not transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six90-month period, day period will continue to be subject to the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement4(b)(ii) upon any subsequent proposed Transfer. 2.3.6 The closing of purchases of Offered Shares (iii) Any purchase by the Company and/or other Stockholders the Investors pursuant to this Section 2.3 4(b) shall take place be closed at the Company's executive offices within (x) 45 days after the Transfer Notice (in the case of purchase pursuant to Section 4(b)(i)) or (y) 30 days after the delivery acceptance by Rosewood or the applicable Farallon Investor, as the case may be, of the Company Acceptance or 60 days after offer set forth in the date of the BRS Repurchase Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties pursuant to the sale may agreeSection 4(b)(ii). At least five (5) business days prior to such the closing, the Company purchaser or purchasers shall notify pay the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), purchase price by certified or bank check or by wire transfer of immediately available funds funds, and the seller or sellers shall deliver the certificate or certificates (or duly executed affidavits of lost certificates in accordance with the Certificate of Incorporation) representing the Shareholder Shares and/or Preferred Shares, as the case may be, to such bank and account as the Selling Stockholder(s) shall designatepurchaser or purchaser or their nominees, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired accompanied by such purchaser, in full payment of the purchase price of the offered Shares purchasedduly executed stock powers.

First Offer Rights. Except as otherwise permitted under Section 2.2 Subject to Sections 4(c) and 4(d), at least ------------------ 60 days prior to any Transfer of this AgreementShareholder Shares by any of the Executives or their respective Permitted Transferees, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with such Person making such Transfer (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling StockholderOffering Shareholder") shall first deliver a written notice (the "Transfer Notice") -------------------- --------------- to the Company, CVC and the other nonselling shareholders of the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) specifying in reasonable detail the number of shares proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) and the other terms and conditions of the Transfer and enclosing therewith a true and complete copy of any written offer, letter of intent or other written document setting forth the proposed terms and conditions of the Transfer. The Company may elect to purchase all (but not less than all) of the Shareholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Shareholder (with a copy to CVC) within 30 days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Shareholder Shares to be transferred, CVC (or its designee) and the other nonselling Shareholders may elect to purchase all (but not less than all) of the Shareholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Offering Shareholder within 45 days after the Transfer Notice has been given to CVC (the "CVC Option Period"). Each of CVC and the other ----------------- nonselling shareholders shall have the right to purchase that portion of the Shareholders Shares to be transferred which is equal to the ratio that the shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell a purchasing party bears to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held owned by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), all purchasing Shareholders or in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder proportion that the parties shall elect agree upon, it being understood that ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ shall have the right to purchase any shares available for purchase by any of their respective Permitted Transferees in the Offered Sharesevent any such Permitted Transferee elects not to exercise such option to purchase. If neither the Company, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect nonselling Shareholders nor CVC (or its designee) elects to purchase all of the Offered Shareholder Shares available for purchase under this Section 2.3specified in the Transfer Notice, then the Selling Stockholder (a) shall be under no obligation to sell any of Offering Shareholder may transfer the Offered Shareholder Shares to specified in the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Transfer Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 60-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered CVC Option Period. Any Shareholder Shares not transferred within such six60-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 4(b) upon consummation of such subsequent transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise (a) Subject to the limitations of Section 3.7, the Purchasers and their respective permitted under Section 2.2 of this Agreement, successors and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with assigns (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling StockholderFirst Offerees") shall -------------- be entitled to a right of first deliver written notice offer with respect to any Restricted Securities proposed to be transferred by any Stockholder (other than pursuant to a Permitted Transfer) on the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in this Section 3.5; provided, however, that any Tag-Along Sale (as defined below) shall not be subject to the provisions of this Section 3.5. (b) Promptly after the Company receives a Transfer Notice from any Stockholder (a "Section 3.5 Seller") relating to a proposed Transfer of Offer. Within five business days of is receipt of the Notice of Offer------------------ Restricted Securities subject to this Section 3.5, the Company shall send transmit a copy of the such Transfer Notice of Offer to each other Stockholder First Offeree. For purposes of recordthis Section 3.5, such Transfer Notice shall constitute a "First Offer Notice," and the Restricted Securities subject to such ------------------- Transfer Notice shall comprise the "Offered Shares." -------------- 2.3.2 (c) Within 30 ten Washington, D.C. business days following its receipt after the delivery of the First Offer Notice of Offerby the Section 3.5 Seller to each First Offeree, each First Offeree may, by notice in writing to the Company shall notify the Selling Stockholder and the other Stockholders of record as Section 3.5 Seller, elect to the number purchase all or any portion of the Offered Shares that it is electing to purchase at the price and on the terms set forth in the First Offer Notice (such notification shall be referred to hereinafter as the "Company AcceptanceFirst Offer Price"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 ----------------- If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that First Offerees in the aggregate exceeds elect to purchase more than the total number of Offered SharesShares then available for purchase, the Company shall be entitled right to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the such Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible to each such First Offeree first in proportion to (i) the record ownership of shares of Common Stock (including for purposes of this Section 3.5(c) all Common Stock issuable pursuant to the Series A Shares and the Warrants on an as-converted basis) of such First Offeree relative to (ii) the aggregate number of shares of Common Stock held of record by such Accepting Stockholders; all First Offerees (including for purposes of this Section 3.5(c) all Common Stock issuable pursuant to the Series A Shares and (bthe Warrants on an as-converted basis) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a)and, in the event any Offered Shares are unallocated following the foregoing allocation, such equitable manner as the Company shall determine. Clauses (a) and (b) unallocated Offered Shares shall be construed and given effect allocated to each such First Offeree in such manner that no other Stockholder shall be required or entitled proportion to purchase a (x) the number of Offered Shares greater than such First Offeree originally elected to purchase relative to (y) the aggregate number set forth of Offered Shares all such First Offerees originally elected to purchase; provided, however, that in no event shall such allocation result in any First Offeree being required to purchase in the Stockholder's Acceptance. If any other Stockholder shall elect aggregate more Offered Shares than such First Offeree originally elected to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6purchase. 2.3.5 If (d) In the Company and event the other Stockholders First Offerees in the aggregate do not elect to purchase all of the Offered Shares then available for purchase under this Section 2.3by the First Offerees, the Selling Stockholder (a) shall be under no obligation Company may, by notice in writing to sell any each First Offeree and the Section 3.5 Seller, for a period of ten Washington, D.C. business days following the expiration of the 15-day period referred to in Section 3.5(c) above, elect to purchase all or any portion of such remaining Offered Shares at the First Offer Price. (e) In the event any Offered Shares remain unpurchased following the termination of the ten business day period referred to in Section 3.5(d) above, then the Section 3.5 Seller shall have 120 days following the termination of such ten business day period within which to consummate the sale of all of the remaining Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less in cash equal to or greater than the First Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee Purchaser than those specified as set forth in the Notice First Offer Notice. In the event the proposed purchase price of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of for the remaining Offered Shares may take place. Upon any such saleis less than the First Offer Price, the Third Party Transferee Section 3.5 Seller shall not Transfer any of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the remaining Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as lower price (the parties to "Reoffer Price") ------------- unless the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.Section

First Offer Rights. Except as otherwise permitted under Section 2.2 Prior to a Transfer (in a single transaction or series of this Agreementrelated transactions) of Voting Securities aggregating more than 10% of outstanding Voting Securities to a Person or group of affiliated Persons, and except for Rule 144 Sales and sales of shares in public offerings pursuant by a Holder (other than a Permitted Transfer), the Holder proposing to this Agreementmake such Transfer (the "Offering Holder"), shall deliver a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company and to the other Holders (hereinafter referred to as such other Holders the "Notice of OfferHolder Offerees") ), which Notice of Offer shall specify (i) notice specifies in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes Voting Securities to sell (the "offered Shares"); (ii) be so transferred, the proposed cash purchase price per share for therefor and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of such proposed Transfer (a "First Offer Notice"). The Company may elect to purchase all (but not less than all) of the offerVoting Securities to be transferred, The Notice of Offer shall constitute an irrevocable offer by upon the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the First Offer Notice and other reasonable customary terms and conditions by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, Offering Holder within 15 days following after the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as First Offer Notice has been delivered to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance")Company. If the Company does has not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant all of the Voting Securities to its Stockholder's Acceptancebe Transferred, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected Holder Offerees may elect to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder all (but not less than all) of the Offered Shares shall Voting Securities to be allocated among Transferred, on a pro rata basis (based on the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion percentage ownership of Voting Securities by a Holder Offerees compared to the number of shares of Common Stock held such ownership by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (aall Holder Offerees), in such equitable manner upon the same terms and conditions as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number those set forth in the Stockholder's AcceptanceFirst Offer Notice, by giving written notice of such election to the Offering Holder within 15 days after the First Offer Notice was delivered to the Company; provided, that if any Holder Offeree elects not to purchase its pro rata share of the Voting Securities to be Transferred, the remaining Holder Offerees that have so elected may purchase their pro rata share of such unpurchased Voting Securities (based on the percentage ownership of Voting Securities of a Holder Offerees electing to purchase such Voting Securities compared to stock ownership by all Holder Offerees election to purchase such Voting Securities). If any other Stockholder shall elect to purchase any of the Offered Shares, neither the Company shall promptly notify each such other Stockholder of nor the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not Holder Offerees elect to purchase all of the Offered Shares available for purchase under this Section 2.3Voting Securities specified in the First Offer Notice, then the Selling Stockholder (a) shall Offering Holder may Transfer to any Person the Voting Securities contemplated to be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash Transferred at a price per share not less than the Offer Price and on such other terms and conditions as are in the aggregate no more favorable to the proposed Third Party Transferee than those specified in the First Offer Notice of Offer; provided, however, that if there is more than one Third Party Transferee, during the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all 90-day period immediately following the Offered Shares within such six-month period before any sale to a Third Party Transferee of date on which the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory First Offer Notice was delivered to the Company pursuant to which and the Holder Offerees. Any Voting Securities not Transferred within such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are 90-day period will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 5.2(b) upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementsubsequent Transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 With respect to any Transfer of this Agreement, and except for Rule 144 Sales and sales Stockholder Shares by any holders of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with Shares other than the provisions of this Section 2.3. 2.3.1 A DLJ Stockholders: if any Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a the "Selling Offering Stockholder") shall first deliver written notice proposes to transfer any of the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock Stockholder Shares owned by such Stockholder, then the Selling Offering Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares shall deliver a notice (the "Offer PriceNotice"); ) to the Company, the DLJ Stockholders and the other Continuing Stockholders setting forth in reasonable detail the number and class of such Stockholder Shares such Offering Stockholder proposes to transfer (iiithe "Offered Shares") all other and the proposed terms and conditions of the offerTransfer, The Notice which shall be in the form of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the a sale of Offered Shares solely for cash (payable at the Offer Price, subject to the other terms and conditions set forth closing or in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"specified installments). The election Company may elect to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer any or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered SharesStockholder Shares owned by Offering Stockholder specified in the Offer Notice, thenat the price and on the terms specified therein, by delivering written notice of such election to the Offering Stockholder, the DLJ Stockholders and the Continuing Stockholders as soon as practicable but in any event within 15 days following after the expiration delivery of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance")Offer Notice. If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3within such 15- day period, the Selling DLJ Stockholders may elect to purchase any or all of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder and the other Continuing Stockholders as soon as practicable but in any event within 25 days after delivery of the Offer Notice. If neither the Company nor the DLJ Stockholders elect to purchase in the aggregate all of the Offered Shares within such 25-day period, each Continuing Stockholder may elect to purchase its Pro Rata Share (aas defined below) of the remaining Offered Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Company, the Offering Stockholder, the DLJ Stockholders and the other Continuing Stockholders as soon as practicable but in any event within 35 days after delivery of the Sale Notice. Any Offered Shares not elected to be purchased by the end of such 35-day period shall be under no obligation re-offered for a five day period by the Offering Stockholder on a pro rata basis to the Continuing Stockholders who have elected to purchase their Pro Rata Share. If the Company, the DLJ Stockholders and/or any Continuing Stockholder have elected to purchase all of the Offered Shares from Offering Stockholder, the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notices, but in any event within 50 days after the delivery of the Offer Notice. To the extent that the Company, the DLJ Stockholders and the Continuing Stockholders have not elected to purchase all of the Offered Shares within 40 days after delivery of the Offer Notice, the Offering Stockholder will not be required to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party TransfereeCompany, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other DLJ Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.the

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement(a) If the Corporation proposes to offer New Securities to any Person, the Corporation shall, before such offer, deliver to the Investors and except for Rule 144 Sales the Major Stockholders (each a “Preemptive Offeree” and sales of shares collectively, the “Preemptive Offerees”) an offer (the “Offer”) to issue to the Preemptive Offerees, such New Securities upon the terms set forth in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring 3.4. The Offer shall state that the Corporation proposes to sell or otherwise transfer shares issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of Common Stock in compliance with this Section 2.3 20 days (a "Selling Stockholder"the “First Offer Period”) shall first deliver written notice from the date of its delivery. Each Preemptive Offeree may accept up to its Pro Rata Amount (based on the aggregate number of Shares of the Corporation outstanding at the time of the Offer and held by all Stockholders) of the Offer by delivering to the Company Corporation a notice (hereinafter referred to as the "“Purchase Notice”) within the First Offer Period. The Purchase Notice of Offer") which Notice of Offer shall specify (i) state the number of shares New Securities such Preemptive Offeree desires to purchase. (b) The issuance of Common Stock owned New Securities to the Preemptive Offerees who delivered a Purchase Notice shall be made on a business day, as designated by the Selling Stockholder which such Selling Stockholder wishes to sell (Corporation, not less than 10 and not more than 30 days after expiration of the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "First Offer Price"); and (iii) all other Period on those terms and conditions of the offerOffer not inconsistent with this Section 3.4. (c) If the number of New Securities exceeds the sum of all First Offer Numbers, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to Corporation may issue such excess or any portion thereof on the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice Offer to any Person within 90 days after expiration of Offerthe First Offer Period. If such issuance is not made within such 90-day period, the Company restrictions provided for in this Section 3.4 shall send a copy of the Notice of Offer to each other Stockholder of recordagain become effective. 2.3.2 Within 30 days following its receipt (d) For purposes of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice periodthis Section 3.4, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered SharesPreemptive Offeree may aggregate his, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to her or its Stockholder's Acceptance, subject to allocation of offered Shares Pro Rata Amount among other Stockholders accepting in his, her or its Group to the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the extent that other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shareshis, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required her or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders its Group do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementtheir respective Pro Rata Amounts. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder The Minority Stockholders may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.33.4 and Section 3.3.1 of this Agreement, except for sales and transfers permitted by the exceptions to Section 3.3.1. 2.3.1 A 3.4.1 Any Minority Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 3.4 (a "Selling Stockholder") shall first deliver written notice to Alpine, the Company and the other Minority Stockholders (hereinafter referred to as the "Notice of Offer") ), which Notice of Offer shall specify specify: (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Offered Shares"); (ii) the proposed cash purchase price per share for of the Offered Shares (the "Offer Price"); and (iii) the name of the prospective purchaser and all other material terms and conditions of the offer, . The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. as hereinafter provided. 3.4.2 Within five business 15 days of is following their receipt of the Notice of Offer, the Company shall send a copy each of the Notice of Offer to each Minority Stockholders other than the Selling Stockholder of record. 2.3.2 Within 30 days following its receipt of (the Notice of Offer, the Company "Retaining Stockholders") shall notify the Company, Alpine, the Selling Stockholder and the other Minority Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder in writing as to the number of Offered Shares, if any, up to his or its pro rata portion of the Offered Shares (based on the number of shares of Common Stock owned by such other Retaining Stockholder compared to the number of shares of Common Stock owned by all Retaining Stockholders), that it or he is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance" and each Retaining Stockholder electing to purchase Offered Shares is hereinafter referred to as an "Accepting Stockholder"). If the Company any Retaining Stockholder does not receive provide a Stockholder's Acceptance from any of to the Company, Alpine, the Selling Stockholder and the other Minority Stockholders within such 15-day period, such other Stockholders that did not deliver a Stockholder's Acceptance Retaining Stockholder shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase at the Offer Price from the Selling Stockholder the number of Offered Shares which such other Accepting Stockholder has elected to purchase pursuant to its or his Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 3.4.3 If the Company and the other Stockholders have elected any Retaining Stockholder fails to exercise his right to purchase a number his full pro rata portion of Offered Shares that in the aggregate exceeds the total number of Offered Shares, each of the Company shall be entitled Accepting Stockholders who has exercised his right to purchase the number of Offered Shares contained in the Company Acceptance and the remainder his full pro rata portion of the Offered Shares shall be allocated among have an additional five days after the expiration of such 15-day period in which to give to the Selling Stockholder and to the other Accepting Stockholders accepting who have exercised their right to purchase their full pro rata portion of the Selling Stockholder's offer Offered Shares further notice (the "Accepting StockholdersFurther Notice") of his election to purchase all or a part of the Offered Shares that the Retaining Stockholders have not theretofore elected to purchase (the "Remaining Shares"). Each Further Notice shall state the number of additional shares which the Stockholder giving the Further Notice elects to purchase. The Remaining Shares shall be apportioned among those Stockholders who have given a Further Notice as follows: : (a) firstEach Stockholder who has given a Further Notice and who has not yet been apportioned that number of additional shares that he elected to purchase in his Further Notice (a "Participating Stockholder") shall be apportioned the lesser of (i) that number of additional shares that he elected to purchase in his Further Notice and which he has not yet been apportioned pursuant to this Section 3.4.3(a) or (ii) his Pro Rata Portion of the Unpurchased Shares, among whichever is lesser. (b) If the Accepting Stockholdersapportionment in Section 3.4.3 (a) is followed and there remain at least one Participating Stockholder and any Unpurchased Shares, as nearly as possible the procedure described in proportion Section 3.4.3(a) shall be repeated. (c) For purposes of this Section 3.4.3, "Unpurchased Shares" shall be the Remaining Shares that have not yet been apportioned to Participating Stockholders pursuant to Section 3.4.3(a), and a Participating Stockholder's "Pro Rata Portion" of the Unpurchased Shares shall be the number of Unpurchased Shares multiplied by the fraction determined by dividing the number of shares of Common Stock that such Participating Stockholder held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than on the number to which they are entitled under clause (a), in such equitable manner as date the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number received the Notice of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of Offer by the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at of Common Stock that all of the Offer Price such shares at a closing as set forth in Section 2.3.6Participating Stockholders held on the date the Company received the Notice of Offer. 2.3.5 3.4.4 If the Company and the other Retaining Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.33.4, Alpine shall, within 30 days following the Company's receipt of the Notice of Offer, notify the Company and the Selling Stockholder in writing as to the number of remaining Offered Shares, if any, it is electing to purchase (such notification is hereinafter referred to as the "Alpine Acceptance"). If Alpine does not provide the Alpine Acceptance to the Company and the Selling Stockholder within such 30-day period, Alpine shall be deemed to have declined to purchase any of the Offered Shares. The Alpine Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder at the Offer Price the number of Offered Shares which Alpine has elected to purchase pursuant to the Alpine Acceptance. 3.4.5 If the Retaining Stockholders and Alpine do not elect to purchase all of the Offered Shares available for purchase under this Section 3.4, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months 180 days from the date of the Notice of Offer Offer, and subject to the terms and conditions of this Section 3.4.5, sell any or all of the Offered Shares to one or more third parties (each a "Third Party Transferee"), ) for cash at a price per share not less than the Offer Price Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock Offered Shares shall execute an agreement in form and substance reasonably satisfactory to the Company and the Stockholders pursuant to which such Third Party Transferee agrees that the shares of Common Stock Offered Shares it acquired is acquiring from the selling Selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock Offered Shares are transferred pursuant to and in compliance with this Section 2.3.5 3.4.5 shall, with respect to such shares upon consummation of such transfer, be deemed a Stockholder for purposes of this AgreementMinority Stockholder. If the Selling Stockholder does not complete the sale of the Offered Shares within such six180-month day period, the provisions of this Section 2.3 3.4 shall again apply, and no sale of shares of Common Stock of such Offered Shares by the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 3.4.6 The closing of purchases of Offered Shares by the Company Accepting Stockholders and/or other Stockholders Alpine pursuant to this Section 2.3 3.4 shall take place within 30 days after the delivery of the Company Acceptance or 60 no later than 45 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. 10:00 A.M. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) Stockholder in writing of the name and number names of the purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) Stockholder shall sell, transfer and deliver to each purchaser its or his full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or interests, adverse claims or restrictions (other than those contained herein) of any kind and nature (except as otherwise set forth in this Agreement)nature, and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed, and any other documents necessary for transfer. Simultaneously with the delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s)Stockholder, by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) Stockholder shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 (a) Prior to any Transfer of this Agreement, and except for Rule 144 Sales and sales Stockholder Shares by a holder thereof (other than any Exempt Transfer by a holder of shares in public offerings Stockholder Shares pursuant to this Agreementand in accordance with Section 6.3) (a “Transferring Stockholder”), such Transferring Stockholder shall deliver a written notice (an “Offer Notice”) to each holder of Controlling Stockholder may sell Shares (each an “Eligible Purchaser” and, collectively, the “Eligible Purchaser(s)”) and to the Company. The Offer Notice shall disclose in reasonable detail the proposed aggregate number of each class of Stockholder Shares to be transferred (the “Transfer Shares”), the proposed material terms and conditions of the Transfer, including the proposed price per share for each class of Transfer Shares (which shall be payable in cash upon consummation of such Transfer or otherwise transfer shares in installments of Common Stock only cash over time), and, to the extent known, the identity of the prospective transferee(s) (and, if any such transferee is an entity, the beneficial owners thereof). Such Transfer shall not be consummated prior to the date on which the parties to such Transfer have been finally determined in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance accordance with this Section 2.3 6.2. (b) Each Eligible Purchaser may elect to purchase all or any portion of the Transfer Shares (provided that, if more than one class or series of Stockholder Shares is included in the Transfer Shares, then an Eligible Purchaser may only elect to purchase shares of each class and series included in the Transfer Shares and in the same relative proportions as those in which such classes and series of Transfer Shares are so offered) at the same price per share and on the same terms specified in the Offer Notice by delivering, as soon as practicable but in any event within five (5) business days after delivery of the Offer Notice to the Eligible Purchaser(s) (the “ROFO Election Period”), a "Selling Stockholder"written notice of such election to the Company, the Transferring Stockholder and the other Eligible Purchaser(s), if any, stating the number of shares held by such Eligible Purchaser of each class included in the Transfer Shares and the percentage of Transfer Shares which such Eligible Purchaser proposes to purchase (each such Eligible Purchaser who so elects to purchase any Transfer Shares is referred to herein as an “Electing Purchaser”). If more than one Eligible Purchaser elects to purchase Transfer Shares and the Eligible Purchaser(s) elect to purchase collectively more than the aggregate number of Transfer Shares, then each class of Transfer Shares shall first deliver be allocated to each Electing Purchaser in an amount equal to the lesser of (a) the maximum amount of Transfer Shares of such class specified by each such Electing Purchaser in its written notice to the Company and (hereinafter referred b) each such Electing Purchaser’s pro rata share of such class of Transfer Shares based on the number of Controlling Stockholder Shares of such class owned on a Fully Diluted Basis by each Electing Purchaser (provided that if the Transfer Shares include any shares of the Company’s common stock or other securities convertible into or exercisable or exchangeable for shares of such common stock, then each class of such Transfer Shares shall be allocated to as the "Notice of Offer") which Notice of Offer shall specify (i) Electing Purchasers pro rata based on the number of shares of Common Stock such common stock which are Controlling Stockholder Shares and owned by the Selling Stockholder which each such Selling Stockholder wishes to sell (the "offered Shares"Electing Purchaser on a Fully Diluted Basis); (ii) the proposed cash purchase price per share . If after such allocation any Transfer Shares remain unallocated, then such allocation procedure shall be repeated for the Offered such remaining Transfer Shares (but only with respect to each Electing Purchaser who has not previously been allocated the "Offer Price"); and (iiimaximum amount of Transfer Shares of such class specified in such Electing Purchaser’s written notice to the Company) until either all other terms and conditions Transfer Shares of the offer, The Notice of Offer shall constitute an irrevocable offer such class elected to be purchased by the Selling Stockholder to sell to Electing Purchaser(s) have been so allocated or no Transfer Shares remain available for purchase by the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of recordElecting Purchaser(s). 2.3.2 Within 30 days following its receipt of (c) If the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has Electing Purchaser(s) have collectively elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does this Section 6.2 all (but not deliver a Company Acceptance within 30 days following its receipt less than all) of the Notice of Offer or if Transfer Shares, then such Transfer(s) to the Company Acceptance does not provide for the purchase by the Company of all Electing Purchaser(s) shall be consummated as soon as practical, but in any event within ten (10) days, after expiration of the Offered SharesROFO Election Period. Except to the extent the Required Controlling Holder(s) direct otherwise by prior written notice to the Company, then, within 15 days following the expiration an Electing Purchaser may designate one or more Affiliates of such 30-day notice periodElecting Purchaser to purchase from the Transferring Stockholder all or any portion of the Transfer Shares that such Electing Purchaser elected to purchase; provided that, each other Stockholder if such Affiliate is not already a party to that Investor Rights Agreement, dated as of record shall notify September 15, 2003, among the Company and the Selling Stockholder parties thereto (the “Investor Rights Agreement”), then as a condition to such purchase, such Affiliate shall agree, by signing a Joinder Agreement, to become a party to and bound by the Investor Rights Agreement as an Additional Stockholder thereunder. All amounts payable by an Electing Purchaser (or designee thereof) pursuant to this Section 6.2 shall be paid in cash at the closing of such purchase or, to the number extent provided in the Offer Notice, in installments of Offered Shares, if any, such other Stockholder is electing to purchase cash over time. (such notification is hereinafter referred to as the "Stockholder's Acceptance"). d) If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders"Electing Purchaser(s) as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not collectively elect to purchase all of the Offered Shares available for purchase under this Section 2.3Transfer Shares, the Selling Transferring Stockholder may Transfer all (abut not less than all) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Transfer Shares to one or more third parties (each for a "Third Party Transferee"), for cash at a price per share not cash purchase price no less than the Offer Price price specified in, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee such third parties than those specified in the Notice of Offerset forth in, such Offer Notice; provided, however, that if there is more than one Third Party Transfereesuch Transfer(s) by the Transferring Stockholder may be made only within the 90-day period immediately following the expiration of the ROFO Election Period. In the event the Transfer Shares are not Transferred in accordance with the immediately preceding sentence, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Transfer Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and Section 6 in compliance connection with this Section 2.3.5 shall, upon consummation any subsequent Transfer or proposed Transfer of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Transfer Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchasedTransferring Stockholder.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement(a) No Investor shall, and the Broker shall not, Transfer any Shares except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of as specifically permitted by this Section 2.3. 2.3.1 A Stockholder desiring 2.11 or under the terms of Sections 2.4 or Article 3. If at any time any Investor or the Broker (a “Selling Investor/Broker”) desires to sell for cash all or otherwise transfer shares any part of Common Stock in compliance with this Section 2.3 (a "the Shares held by such Selling Stockholder") Investor/Broker, such Selling Investor/Broker shall first deliver give written notice (the “First Offer Notice”) to the Company Purchaser or its assigns (hereinafter referred together, the “Offer Purchaser”) stating such Selling Investor/Broker’s desire to as the "Notice of Offer") which Notice of Offer shall specify (i) make such sale, the number of shares of Common Stock owned by Shares proposed to be sold, the Selling Stockholder price and the terms on which such Selling Stockholder wishes Investor/Broker proposes to sell make such sale. Upon the giving of such First Offer Notice, the Offer Purchaser shall have the option (which option (the "offered Shares"); (ii“First Offer Option”) shall be assignable at the proposed cash Offer Purchaser’s sole discretion) to purchase price per share for all, but not less than all, of such Shares specified in the Offered Shares (First Offer Notice, on the "Offer Price"); and (iii) all other terms and conditions set forth in such First Offer Notice. Offer Purchaser shall have fifteen (15) days from receipt of the offerFirst Offer Notice to provide written notice (the “First Offer Acceptance Notice”) to such Selling Investor/Broker of its desire to exercise such First Offer Option. If an Offer Purchaser elects to purchase, The Notice in the aggregate, all of Offer shall constitute an irrevocable offer the Shares proposed to be sold by such Selling Investor/Broker on the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of OfferFirst Offer Notice, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification Purchaser shall be referred obligated to hereinafter as purchase, and such Selling Investor/Broker shall be obligated to sell, such Shares at the "Company Acceptance")price and terms specified in the First Offer Notice. The election to purchase Offered Shares shall be made on behalf closing of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, Offer Purchaser shall be held on a Business Day within 15 forty-five (45) days following the expiration of (or such 30-day notice necessary longer period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted) after the giving of the First Offer Acceptance Notice, at the principal offices of the Offer Purchaser, or at such other Stockholder is electing time and place as may be mutually agreed to purchase (such notification is hereinafter referred to as by the "Stockholder's Acceptance")Offer Purchaser and the Selling Investor/Broker. If no First Offer Acceptance Notice is delivered within the Company does period specified above by the Offer Purchaser, the Selling Investor/Broker shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not receive a Stockholder's Acceptance from any less than all) of the other Stockholders within such period, such other Stockholders that did not deliver Shares covered by the First Offer Notice to an unaffiliated third-party of third parties but only at a Stockholder's Acceptance shall be deemed price and upon terms and conditions no less favorable to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares Investor/Broker than those contained in the Company Acceptance First Offer Notice and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer only if such sale occurs on a date within seventy-five (the "Accepting Stockholders"75) as follows: days (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by or such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholdersnecessary longer period, if any, that elected to purchase more shares than the number to which they are entitled under clause (apending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted), from the earlier of (i) the lapse of the fifteen (15) day period (or the ten (10) day period in such equitable manner as the Company shall determine. Clauses (acase of an Amended First Offer Notice described below) following the receipt of the First Offer Notice and (bii) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase the receipt by the Selling Investor/Broker of a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at notice from the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If Purchaser declining to exercise the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of First Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of OfferOption; provided, however, that in the event the Selling Investor/Broker has not so transferred all (but not less than all) of such Shares to such unaffiliated third-party(ies) within such seventy-five (75) day period (or such necessary longer period, if there is more than one Third Party Transfereeany, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in good faith by appropriate proceedings promptly initiated and diligently conducted), then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement. Notwithstanding anything to the contrary contained in this paragraph, the Selling Stockholder Investor/Broker shall have the right in good faith must obtain binding and definitive commitments such seventy-five (75) day period to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory provide to the Company pursuant Offer Purchaser an amended First Offer Notice (the “Amended First Offer Notice”) which shall be identical to which such Third Party Transferee agrees the First Offer Notice, except that the shares of Common Stock it acquired from Amended First Offer Notice shall offer the selling Stockholder are Shares subject to the provisions First Offer Notice at a price between 90% and 99.9% of this Agreementthe price specified in the First Offer Notice. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, The Amended First Offer Notice shall be deemed a Stockholder treated for all purposes of this Agreement. If Section 2.11 as if it were an initial First Offer Notice, except that the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 Offer Purchaser shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 have ten (10) days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery from receipt of such certificates, each purchaser of the Offered Shares shall deliver Amended First Offer Notice to the provide such Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, Investor/Broker with a cash amount equal to the product of the First Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchasedAcceptance Notice.

First Offer Rights. Except as otherwise permitted under Section 2.2 (i) Prior to any Transfer of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings any Stockholder Shares by a holder thereof (other than (a) any Transfer by a Participating Stockholder pursuant to this Agreementand in accordance with Section 2C or (b) any Exempt Transfer by a holder of Stockholder Shares pursuant to and in accordance with Section 2D) (a "Transferring Stockholder"), such Transferring Stockholder shall deliver a written notice (an "Offer Notice") to each holder of Controlling Stockholder may sell Shares (other than the Transferring Stockholder if it is itself a holder of Controlling Stockholder Shares) (each an "Eligible Purchaser" and, collectively, the "Eligible Purchaser(s)") and to the Company. The Offer Notice shall disclose in reasonable detail the proposed aggregate number of each class of Stockholder Shares to be transferred (the "Transfer Shares"), the proposed material terms and conditions of the Transfer, including the proposed price per share for each class of Transfer Shares (which shall be payable in cash upon consummation of such Transfer or otherwise transfer shares in installments of Common Stock only cash over time), and, to the extent known, the identity of the prospective transferee(s) (and, if any such transferee is an entity, the beneficial owners thereof). Such Transfer shall not be consummated prior to the date on which the parties to such Transfer have been finally determined in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance accordance with this Section 2.3 2B and Section 2C below. (ii) Each Eligible Purchaser may elect to purchase all or any portion of the Transfer Shares (provided that, if more than one class or series of Stockholder Shares is included in the Transfer Shares, then an Eligible Purchaser may only elect to purchase shares of each class and series included in the Transfer Shares and in the same relative proportions as those in which such classes and series of Transfer Shares are so offered) at the same price per share and on the same terms specified in the Offer Notice by delivering, as soon as practicable but in any event within five (5) business days after delivery of the Offer Notice to the Eligible Purchaser(s) (the "ROFO Election Period"), a written notice of such election to the Company, the Transferring Stockholder and the other Eligible Purchaser(s), if any, stating the number of Stockholder Shares held by such Eligible Purchaser of each class included in the Transfer Shares and the percentage of Transfer Shares which such Eligible Purchaser proposes to purchase (each such Eligible Purchaser who so elects to purchase any Transfer Shares is referred to herein as an "Selling StockholderElecting Purchaser"). If more than one Eligible Purchaser elects to purchase Transfer Shares and the Eligible Purchaser(s) elect to purchase collectively more than the aggregate number of Transfer Shares, then each class of Transfer Shares shall first deliver be allocated to each Electing Purchaser in an amount equal to the lesser of (a) the maximum amount of Transfer Shares of such class specified by each such Electing Purchaser in its written notice to the Company and (hereinafter referred b) each such Electing Purchaser's pro rata share of such class of Transfer Shares based on the number of Controlling Stockholder Shares of such class owned on a Fully Diluted Basis by each Electing Purchaser (provided that if the Transfer Shares include any shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock, then each class of such Transfer Shares shall be allocated to as the "Notice of Offer") which Notice of Offer shall specify (i) Electing Purchasers pro rata based on the number of shares of Common Stock which are Controlling Stockholder Shares and owned by the Selling Stockholder which each such Selling Stockholder wishes to sell (the "offered Shares"Electing Purchaser on a Fully Diluted Basis); (ii) the proposed cash purchase price per share . If after such allocation any Transfer Shares remain unallocated, then such allocation procedure shall be repeated for the Offered such remaining Transfer Shares (but only with respect to each Electing Purchaser who has not previously been allocated the "Offer Price"maximum amount of Transfer Shares of such class specified in such Electing Purchaser's written notice to the Company) until either all Transfer Shares of such class elected to be purchased by the Electing Purchaser(s) have been so allocated or no Transfer Shares remain available for purchase by the Electing Purchaser(s); and . (iii) all other terms and conditions of If the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has Electing Purchaser(s) have collectively elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does this Section 2B all (but not deliver a Company Acceptance within 30 days following its receipt less than all) of the Notice of Offer or if Transfer Shares, then such Transfer(s) to the Company Acceptance does not provide for the purchase by the Company of all Electing Purchaser(s) shall be consummated as soon as practical, but in any event within ten (10) days, after expiration of the Offered SharesROFO Election Period. Except to the extent the Required Controlling Holder(s) direct otherwise by prior written notice to the Company, then, within 15 days following the expiration an Electing Purchaser may designate one or more Affiliates of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment Electing Purchaser to purchase from the Selling Transferring Stockholder all or any portion of the number of Offered Transfer Shares which that such other Stockholder has Electing Purchaser elected to purchase purchase; provided that, if such Affiliate is not already a party to this Agreement, then as a condition to such purchase, such Affiliate shall agree, by signing a Joinder Agreement, to become a party to and bound by this Agreement as an Additional Stockholder hereunder. All amounts payable by an Electing Purchaser (or designee thereof) pursuant to its Stockholder's Acceptancethis Section 2B shall be paid in cash at the closing of such purchase or, subject to allocation the extent provided in the Offer Notice, in installments of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter providedcash over time. 2.3.4 (iv) If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders"Electing Purchaser(s) as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not collectively elect to purchase all of the Offered Shares available for purchase under this Section 2.3Transfer Shares, the Selling Transferring Stockholder may, subject to the Transferring Stockholder's compliance with Section 2C if the Transferring Stockholder is a holder of Controlling Stockholder Shares, Transfer all (abut not less than all) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Transfer Shares to one or more third parties (each for a "Third Party Transferee"), for cash at a price per share not cash purchase price no less than the Offer Price price specified in, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee such third parties than those specified set forth in, such Offer Notice; provided that, if the Transferring Stockholder is a holder of Controlling Stockholder Shares, then, with respect to each class of Transfer Shares, the number of Stockholder Shares eligible to be sold in such Transfer by the Notice Transferring Stockholder shall be reduced by the aggregate number of OfferStockholder Shares sold to such third parties in connection with such Transfer by Participating Stockholder(s) pursuant to Section 2C; provided, howeverfurther, that such Transfer(s) by the Transferring Stockholder may be made only within the 90-day period immediately following the expiration of the ROFO Election Period or, if there the Transferring Stockholder is more than one Third Party Transfereea holder of Controlling Stockholder Shares, within the 90-day period immediately following the date on which the parties to such Transfer(s) have been finally determined in accordance with Section 2C. In the event the Transfer Shares are not Transferred in accordance with the immediately preceding sentence, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Transfer Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and Section 2B in compliance connection with this Section 2.3.5 shall, upon consummation any subsequent Transfer or proposed Transfer of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Transfer Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchasedTransferring Stockholder.

First Offer Rights. Except as otherwise permitted under Subject to Section 2.2 4(d), at least 60 days prior to any Transfer of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings Vendor Shares or Management Shares (other than a Transfer pursuant to this Agreementa Public Sale or an Approved Sale), a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Person making such Transfer (a the "Selling Offering Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred to as and the "Notice of Offer") which Notice of Offer shall specify (i) Investor specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes Shares proposed to sell (the "offered Shares"); (ii) be Transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other material terms and conditions of the offerTransfer, including the identity of the Transferee. The Notice Company may elect to purchase all (but not less than all) of Offer shall constitute an irrevocable offer by such Stockholder Shares to be Transferred, upon the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the Transfer Notice by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Offering Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of after the Transfer Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as has been delivered to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance")Company. If the Company does has not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Stockholder Shares available for purchase under this Section 2.3to be Transferred, the Selling Stockholder Investor (a) shall be under no obligation to sell or any designee of the Offered Shares Investor) may elect to the Company or any other Stockholder, unless the Selling Stockholder so elects, and purchase all (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share but not less than all) of the Offer Price and on such other Stockholder Shares to be Transferred, upon the same terms and conditions as are those set forth in the Transfer Notice by giving written notice of such election to the Offering Stockholder within 45 days after the Transfer Notice has been given to the Investor (the "Investor Option Period"). If neither the Company nor the Investor (or any designee of the Investor) elects to purchase all of the Stockholder Shares specified in the Transfer Notice and if the terms and conditions of Section 4(a) above have been met, then the Offering Stockholder may transfer the Stockholder Shares specified in the Transfer Notice at a price and on terms no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 45-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Investor Option Period. Any Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares not transferred within such six45-month day period before any sale will continue to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement4(b). 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 Subject to Sections 4(c) and 4(e), at least 60 days prior to any Transfer of this AgreementStockholder Shares by any Stockholder or any of their Permitted Transferees, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Person making such Transfer (a the "Selling Offering Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred unless the Offering Stockholder is CVC, in which case the Transfer Notice shall be delivered to as the "Notice Company Secretary on behalf of Offer"the Executives) which Notice of Offer shall specify (i) specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell (the "offered Shares"); (ii) be transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer Transfer; provided that this Section 4(b) shall constitute an irrevocable offer by the Selling Stockholder not apply to sell any Transfer made with respect to the Sale of the Company and pursuant to Section 5. In the case of a Transfer by a Person other Stockholders than CVC, the Offered Company may elect to purchase all (but not less than all) of the Stockholder Shares at to be transferred, upon the Offer Price, subject to the other same terms and conditions as those set forth in the Notice Transfer Notice, by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Offering Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery Transfer Notice has been delivered to the Company. If the Offering Stockholder is CVC, each of the Company Acceptance Executives (or 60 such of the Executives as the Management Representative determines may participate) may elect to purchase upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to CVC within 30 days after the date Transfer Notice has been given to the Company Secretary, a number of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Stockholder Shares to be purchased by each. At transferred equal to such closing, number as the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest Management Representative determines or in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims absence of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to determination the product of (i) the Offer Price and quotient determined by dividing (A) the number of Offered Stockholder Shares being acquired owned by such purchaserExecutive by (B) the aggregate number of Stockholder Shares owned by the other Executives participating in the purchase, and (ii) the aggregate number of Stockholder Shares to be sold in full payment of the purchase price of the offered Shares purchased.contemplated

First Offer Rights. Except as otherwise permitted under Section 2.2 At least thirty (30) days prior to any Transfer of this Agreementany Units, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, the transferring Unitholder (the “Transferring Unitholder”) shall deliver a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 written notice (a "Selling Stockholder"“Transfer Notice”) shall first deliver written notice to the Company and the Capital Members other than the Transferring Unitholder (hereinafter referred to as collectively, the "“Eligible Purchasers”). The Transfer Notice of Offer") which Notice of Offer shall specify (i) disclose in reasonable detail the proposed number of shares of Common Stock owned by Units to be Transferred, the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other material terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company Transfer and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt identity of the Notice of Offerprospective transferee(s), if known. (i) First, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall may elect to purchase any of the Offered SharesUnits specified in the Transfer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Unitholder and the Eligible Purchasers as soon as practical but in any event within ten (10) days after the delivery of the Transfer Notice. (ii) If the Company has not elected to purchase all of such Units within such ten (10) day period, each Capital Member may elect to purchase all (but not less than all) of such Member’s First Offer Pro Rata Share of the Units specified in the Transfer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Unitholder and the Company as soon as practical but in any event within twenty (20) days after delivery of the Transfer Notice. Any Units not elected to be purchased by the end of such twenty (20) day period shall be reoffered for the ten (10) day period after the end of such twenty (20) day period by the Transferring Unitholder on a pro rata basis to the Eligible Purchasers who or which have elected to purchase their First Offer Pro Rata Share. (iii) If the Company or any Eligible Purchasers have elected to purchase such Units from the Transferring Unitholder, the Company transfer of such Units shall promptly notify each such other Stockholder be consummated as soon as practical after the delivery of the number election notice(s) to the Transferring Unitholders, but in any event within fifteen (15) days after the expiration of shares allocated to him, and each such other Stockholder the thirty (30) day period after delivery of the Transfer Notice. The purchase price specified in any Transfer Notice shall be obligated to purchase payable solely in cash at the Offer Price such shares at a closing as set forth in Section 2.3.6of the transaction. 2.3.5 If (iv) To the extent that the Company and the other Stockholders do Eligible Purchasers have not elect elected to purchase all of the Offered Shares available for purchase Units being offered, the Transferring Unitholder may, within ninety (90) days after the expiration of the thirty (30) day period after delivery of the Transfer Notice, Transfer such Units that were not elected to be purchased under this Section 2.3, the Selling Stockholder (a10.1(B) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not no less than the Offer Price price per Unit specified in the Transfer Notice and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferees thereof than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory offered to the Company pursuant to which and the Eligible Purchasers in the Transfer Notice. Any Units not Transferred within such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject ninety (90) day period shall be reoffered to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to Company and in compliance with the Eligible Purchasers under this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for 10.1(B) prior to any subsequent Transfer. (v) For purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month periodSection 10.1(B), the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder each Eligible Purchaser’s “First Offer Pro Rata Share” shall be made otherwise than in accordance with the terms based upon such Eligible Purchaser’s proportionate ownership of this Agreement. 2.3.6 The closing of purchases of Offered Shares all Capital Units held by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchasedEligible Purchasers.

First Offer Rights. Except as otherwise permitted under Section 2.2 3.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreementofferings, a Stockholder may sell or otherwise transfer shares of Common Stock Shares and Preferred Shares only in compliance with the provisions of this Section 2.33.3. 2.3.1 3.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock Shares or Preferred Shares in compliance with this Section 2.3 3.3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock Shares and/or Preferred Shares owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, . The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company other Stockholders and the other Stockholders Company the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offeras hereinafter provided. Within five business days of is its receipt of the Notice of Offer, the Company shall send a copy of the such Notice of Offer to each other Stockholder of the Stockholders of record. 2.3.2 3.3.2 Within 30 days following its the Company's receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, i) each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder it is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance" and such Stockholder electing to purchase Offered Shares, an "Accepting Stockholder") and (ii) the Company shall notify the Selling Stockholder as to the number of Offered Shares, if any, that it is electing to purchase (such notification is hereinafter referred to as the "Company's Acceptance" and, together with the Stockholder's Acceptance, as an "Acceptance"); PROVIDED; HOWEVER, that the Company shall not be entitled to purchase Offered Shares (and the Company's Acceptance shall be appropriately limited) if, and to the extent that, (x) at the time of such purchase any Preferred Shares or Common Shares are held by a Regulation Y Stockholder, and the effect of such purchase would be to increase above 24.9% the percentage of equity of the Company owned, held or controlled by such Regulation Y Stockholder, (y) the effect of such purchase would be to create a Control Block or (z) such purchase would be prohibited by the Certificate of Incorporation. If any Stockholder does not provide a Stockholder's Acceptance to the Company and the Selling Stockholder, or if the Company does not receive deliver a Company Acceptance to the Selling Stockholder's Acceptance from any of the other Stockholders , within such period, such other Stockholders that did not deliver a Stockholder's Acceptance Stockholder or the Company, as applicable, shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance and the Company's Acceptance each shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder or the Company has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered the Offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If Offer, and the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of has accepted the Notice of Offer, whichever is later, at 11:00 a.m. local time at as hereinafter provided. The election by the principal offices Company to purchase Offered Shares shall be made on behalf of the Company, or at such other date, time or place as Company by a majority of those members of the parties to the sale may agree. At least five (5) business days prior to such closing, Board of Directors of the Company shall notify the Selling Stockholder(s) in writing of the name who have not been designated by, and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closingare not affiliated or associated with, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchasedStockholder.

First Offer Rights. Except as otherwise permitted under Section 2.2 (i) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to any Transfer of this AgreementStockholder Shares by any Stockholder (other than holders of BRS Shares, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this AgreementFarallon Shares, a or Rosewood Shares), the Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with making such Transfer (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Transferring Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred to as and the "Notice of Offer") which Notice of Offer shall specify (i) Investors specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell be transferred (the "offered Transfer Shares"); (ii) , the proposed cash purchase price per share for and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer. The Company may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Transfer Notice, The by delivering a written notice of such election to the Transferring Stockholder within fifteen (15) days after the Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of Offer the Transfer Shares, the Investors (or their designees) may elect to purchase all (but not less than all) of the Transfer Shares, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Transferring Stockholder within 15 days after the Transfer Notice has been given to the Investors. If each of the Investors elects to purchase the Transfer Shares, the Transfer Shares to be purchased by each Investor shall constitute an irrevocable offer be allocated among the Investors based upon the relative number of Stockholder Shares then held by each such Investor unless otherwise agreed upon by the Selling Investors. If neither the Company nor the Investors elects to purchase all of the Transfer Shares specified in the Transfer Notice, then the Transferring Stockholder may transfer the Transfer Shares specified in the Transfer Notice at a price and on terms in the aggregate not materially more favorable to sell the transferee(s) thereof than specified in the Transfer Notice during the 90-day period immediately following the date on which the Transfer Notice has been given to the Company and the other Stockholders the Offered Investors. Any Transfer Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (not transferred within such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed 90-day period will continue to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this AgreementSection 4(b)(i) upon any subsequent proposed Transfer. (ii) Subject to Sections 4(c) and 4(d) and other than in connection with a Public Sale or Approved Sale, at least thirty (30) days prior to Transfer of any Stockholder Shares by any Rosewood Investor or any Farallon Investor, such Rosewood Investor or such Farallon Investor shall deliver written notice (any such notice, the "Farallon/Rosewood Sale Notice") to BRS specifying in reasonable detail the number of shares proposed to be transferred (the "Proposed Shares"). Upon receipt of the Farallon/Rosewood Sale Notice, BRS shall within thirty (30) days deliver a written offer to such Rosewood Investor or such Farallon Investor, as the case may be, to purchase the Proposed Shares specifying in reasonable detail the amount and type of consideration to be offered for the Proposed Shares and the other terms and conditions of such offer (the "BRS Repurchase Notice"). Upon receipt of the BRS Repurchase Notice, such Rosewood Investor or such Farallon Investor, as the case may be, shall within ten (10) days deliver to BRS a written acceptance or rejection of the offer contained in the Repurchase Notice. If such Rosewood Investor or such Farallon Investor, as the case may be, rejects the offer contained in the BRS Repurchase Notice, such Rosewood Investor or such Farallon Investor, as the case may be, may transfer the Proposed Shares specified in the applicable Farallon/Rosewood Sale Notice at a price and on terms in the aggregate materially not more favorable to the transferee(s) thereof than specified in the BRS Repurchase Notice during the 90-day period immediately following the date on which the Farallon/Rosewood Sale Notice has been given to BRS. Any Third Party Transferee to whom shares of Common Stock are Proposed Shares not transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six90-month period, day period will continue to be subject to the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement4(b)(ii) upon any subsequent proposed Transfer. 2.3.6 The closing of purchases of Offered Shares (iii) Any purchase by the Company and/or other Stockholders the Investors pursuant to this Section 2.3 4(b) shall take place be closed at the Company's executive offices within (x) 45 days after the Transfer Notice (in the case of purchase pursuant to Section 4(b)(i)) or (y) 30 days after the delivery acceptance by the applicable Rosewood Investor or the applicable Farallon Investor, as the case may be, of the Company Acceptance or 60 days after offer set forth in the date of the BRS Repurchase Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties pursuant to the sale may agreeSection 4(b)(ii). At least five (5) business days prior to such the closing, the Company purchaser or purchasers shall notify pay the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), purchase price by certified or bank check or by wire transfer of immediately available funds funds, and the seller or sellers shall deliver the certificate or certificates (or duly executed affidavits of lost certificates in accordance with the Certificate of Incorporation) representing the Stockholder Shares and/or Preferred Shares, as the case may be, to such bank and account as the Selling Stockholder(s) shall designatepurchaser or purchaser or their nominees, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired accompanied by such purchaser, in full payment of the purchase price of the offered Shares purchasedduly executed stock powers.

First Offer Rights. Except as otherwise permitted under Section 2.2 At least 20 days prior to any Transfer of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings any Units by a Unitholder (other than pursuant to this Agreementan Approved Sale, a Stockholder may sell Public Sale, or otherwise transfer shares of Common Stock only a Transfer to a Permitted Transferee in compliance accordance with Section 2(c)), the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Unitholder making such Transfer (a "Selling Stockholder"the “Offering Unitholder”) shall first deliver a written notice (the “Transfer Notice”) to the Company LLC and to the Other Unitholders (hereinafter referred to as such Other Unitholders, the "Notice of Offer") which Notice of Offer shall specify (i) “Unitholder Offerees”), specifying in reasonable detail the number and type of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes Units proposed to sell (the "offered Shares"); (ii) be transferred, the proposed cash purchase price per share for (which shall be payable solely in cash), the Offered Shares proposed transferee (if known) and the "Offer Price"); and (iii) all other proposed terms and conditions of the offerTransfer. The LLC may elect to purchase all (but not less than all) of the Units proposed to be transferred, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to same price and on the other same terms and conditions set forth in the Transfer Notice, by delivering written notice of such election to the Offering Unitholder and the Unitholder Offerees within 15 days after the Transfer Notice of Offerhas been delivered to the LLC. Within five business days of is receipt If the LLC has not elected within such 15-day period to purchase all of the Notice of OfferUnits proposed to be transferred, the Company shall send a copy of Unitholder Offerees (together with the Notice of Offer LLC) may elect to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of purchase all or any (but, together with the Notice of Offer, the Company shall notify the Selling Stockholder LLC and the other Stockholders Unitholder Offerees, not less than all) of record as the Units to be transferred, at the same price and on the same terms and conditions set forth in the Transfer Notice, by delivering a written notice of such election to the number of Offering Unitholder within 20 days after the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company Transfer Notice has elected to purchase pursuant been delivered to the Company Acceptance. 2.3.3 If Unitholder Offerees (the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"“Unitholder Option Period”). If the Company does not receive a Stockholder's Acceptance from any of Unitholder Offerees (together with the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder LLC if it has elected to purchase pursuant to its Stockholder's Acceptanceparticipate) have, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Sharesaggregate, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number Units set forth in the Stockholder's AcceptanceTransfer Notice, such offered Units shall be allocated (i) first, to the LLC in the amount that the LLC elected to purchase (if any), and (ii) second, for each type of Units to be transferred, among such Unitholder Offerees in accordance with each such Unitholder Offeree’s proportionate ownership of such type of Units owned by all of the Unitholder Offerees electing to participate in such purchase; provided, that, for purposes of allocating such offered Units among such Unitholder Offerees, if any such Units held by such Unitholder Offerees are subject to vesting pursuant to the terms of any Executive Subscription Agreement or any other agreement between the LLC or any of its Subsidiaries and any Unitholder, such Units shall be taken into account in determining such proportionate ownership only if, and only to the extent that, they have vested pursuant to the terms of such agreement. If any other Stockholder shall elect to purchase any of the Offered Shares, LLC and/or the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders Unitholder Offerees do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3Units specified in the Transfer Notice, then the Selling Stockholder (a) shall be under no obligation to sell any of Offering Unitholder may transfer the Offered Shares to Units specified in the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Transfer Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash transferee(s) at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 60-day period immediately following the expiration of Offer; providedthe Unitholder Option Period, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments subject to purchase all the Offered Shares Section 2(b). Any Units not transferred within such six60-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 2(a) upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementsubsequent Transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this AgreementSubject to Sections 3(c) and 3(d), and except for Rule 144 Sales and sales at least 20 days prior to any Transfer of shares in public offerings of Investor Stock by any Investor or any of his Permitted Transferees (other than a Transfer pursuant to this AgreementSection 3(a)), a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with such Person making such Transfer (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Offering Stockholder") shall first deliver a written notice (the "Transfer Notice") to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) Company, Kuck, ▇▇EI and Cornerstone specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell (the "offered Shares"); (ii) be Transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offerTransfer. The Company may elect to purchase all (but not less than all) of the shares of Investor Stock to be Transferred, The Notice of Offer shall constitute an irrevocable offer by upon the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the Notice Transfer Notice, by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of Offering Stockholder within 10 days after the Offered Shares that it is electing Transfer Notice has been delivered to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does has not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for shares of Investor Stock to be Transferred, Cornerstone, PPEI and Kuck ▇▇▇ elect to purchase under this Section 2.3, the Selling Stockholder all (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share but not less than all) of the Offer Price and shares of Investor Stock to be Transferred on such other a pro rata basis (the determination of which shall be consistent with the methodology set forth in Section 3(a) above) upon the same terms and conditions as are those set forth in the Transfer Notice, by giving written notice of such election to the Offering Stockholder within 20 days after the Transfer Notice has been given to Cornerstone, PPEI and Kuck (▇▇e "Option Period"). If neither the Company nor Cornerstone nor PPEI nor Kuck ▇▇▇cts to purchase all of the shares of Investor Stock specified in the Transfer Notice, then the Offering Stockholder may Transfer the shares of Investor Stock specified in the Transfer Notice at a price and on terms no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 60-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares Option Period. Any shares of Investor Stock not Transferred within such six60-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 3(b) upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreementsubsequent Transfer. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. (a) Except as otherwise permitted under Section 2.2 for (i) Permitted Transfers or (ii) sales to the public in a registered public offering of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings the Common Stock pursuant to this Agreementthe Act, a Stockholder may sell or otherwise transfer shares of Common Stock, Series A Stock and Warrants only in compliance with the provisions of this Section 2.33.1. 2.3.1 (b) A Stockholder desiring to sell or otherwise transfer shares of Common Stock, Series A Stock or Warrants in compliance with this Section 2.3 3.1 (a "Selling Stockholder") shall first deliver written notice to the Company Company, the Investors and the Executives (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock, Series A Stock or Warrants owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, . The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company Investors and the other Stockholders Executives (the "Remaining Stockholders") and the Company the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offeras hereinafter provided. Within five business days of is its receipt of the Notice of Offer, the Company shall send a copy of the such Notice of Offer to each other Stockholder of recordthe Remaining Stockholders. 2.3.2 (c) Within 30 days following its the Company's receipt of the Notice of Offer, the Company shall notify the Selling (i) each Remaining Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder it is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance" and such Stockholder electing to purchase Offered Shares, an "Accepting Stockholder") and (ii) the Company shall notify the Selling Stockholder as to the number of Offered Shares, if any, that it is electing to purchase (such notification is hereinafter referred to as the "Company's Acceptance" and, together with the Stockholder's Acceptance, as an "Acceptance"); provided, however, that the Company shall not be entitled to purchase Offered Shares (and the Company's Acceptance shall be appropriately limited) if, and to the extent that, such purchase would be prohibited by the Certificate of Incorporation or state law. If any Remaining Stockholder does not provide a Stockholder's Acceptance to the Company and the Selling Stockholder, or if the Company does not receive deliver a Company Acceptance to the Selling Stockholder's Acceptance from any of the other Stockholders , within such period, such other Stockholders that did not deliver a Stockholder's Acceptance Remaining Stockholder or the Company, as applicable, shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance and the Company's Acceptance each shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other the Stockholder or the Company has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered the Offered Shares among other Stockholders accepting the Notice of Offer Offer, and the Company if it has accepted the Notice of Offer, as hereinafter provided. The election by the Company to purchase Offered Shares shall be made on behalf of the Company by a majority of those members of the Board of Directors of the Company who have not been designated by, and are not affiliated or associated with, the Selling Stockholder. 2.3.4 (d) If the Company Remaining Stockholders and the other Stockholders Company have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: , if any, and the Company, (ai) first, entirely among the Investors who are Accepting Stockholders, as nearly as possible on a pro rata basis in proportion to the number of shares of Common Stock held by such each Investor on a Diluted Basis, if the Investors have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares; (ii) second, among the Executives who are Accepting StockholdersStockholders on a pro rata basis; and (biii) thereafterthird, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (asubject to the limitations on purchases by the Company set forth in Section 3.1(c)). (e) and (b) This Section 3.1 shall be construed and given effect in such manner that no other Stockholder nor the Company shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's its Stockholder Acceptance or Company Acceptance, as applicable. If any other Stockholder shall elect to purchase any of the Offered Shares, the The Company shall promptly notify each such other Stockholder Accepting Stockholder, if any, of the number of shares allocated to himit, and each such other Accepting Stockholder shall be obligated to purchase at the Offer Price such shares, and the Company shall be obligated to purchase at the Offer Price the number of shares allocated to it in accordance with the foregoing provisions, at a closing as set forth in Section 2.3.63.1(g). 2.3.5 (f) If the Company Accepting Stockholders and the other Stockholders Company do not elect to purchase all of the Offered Shares available for purchase under this Section 2.33.1, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other StockholderStockholder or the Company, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months ninety (90) days from the date of the Notice of Offer Offer, subject to the provisions of Section 3.2 if applicable, and subject to the approval of the Board of Directors of the Company as described below, sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), ) for cash at a price per share not less than the Offer Price Price, and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock Offered Shares shall execute an agreement in form and substance reasonably satisfactory to the Company and the Stockholders pursuant to which such Third Party Transferee agrees that the shares of Common Stock Offered Shares it acquired from the selling Selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock Offered Shares are transferred pursuant to and in compliance with this Section 2.3.5 3.1(f) shall, with respect to such shares upon consummation of such transfer, be deemed a Stockholder for purposes of this AgreementStockholder. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month ninety (90) day period, the provisions of this Section 2.3 3.1 shall again apply, and no sale of shares of Common Stock of such Offered Shares by the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 (g) The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 3.1 shall take place within 30 days after the delivery of the Company Acceptance or no later than 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. 10:00 A.M. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number names of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or interests, adverse claims or restrictions of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsedendorsed with signatures guaranteed by a commercial bank, trust company or registered broker dealer and any other documents necessary for transfer. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this AgreementSubject to Sections 4(c) and 4(d), and except for Rule 144 Sales and sales of shares in public offerings pursuant at least forty ------------------ (40) days prior to this Agreementany sale, a Stockholder may sell transfer or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 assignment (a "Selling Transfer") of -------- Stockholder Shares or any Warrant by any Stockholder, the Stockholder making such Transfer (the "Transferring Stockholder") shall first deliver a written notice ------------------------ (the "Transfer Notice") to the Company and the Company shall deliver to the --------------- Other Stockholders a copy of such Transfer Notice at least thirty (hereinafter referred 30) days prior to as the "Notice of Offer") which Notice of Offer shall specify (i) such Transfer specifying in reasonable detail the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes proposed to sell (the "offered Shares"); (ii) be transferred, the proposed cash purchase price per share for (which shall be payable solely in cash) and the Offered Shares (the "Offer Price"); and (iii) all other basic economic terms and conditions of the offerTransfer. The Company may elect to purchase all (but not less than all) of the Stockholder Shares to be transferred, The Notice of Offer shall constitute an irrevocable offer by upon the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the Notice Transfer Notice, by giving written notice of Offer. Within five business days of is receipt of such election to the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Transferring Stockholder and the other Other Stockholders within ten (10) business days after the Transfer Notice has been given to it. Each Other Stockholder may also elect to purchase all (but not less than all) of record its Pro Rata Share (as defined below) of the Stockholder Shares specified in the Transfer Notice at the price and on the terms specified therein by delivering written notice of such election to the number Transferring Stockholder and Company within ten (10) business days after delivery of the Offered Shares that it is electing to purchase (Transfer Notice, such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of effective only in the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If event the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject election. Each Other Stockholder which has made an election pursuant to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company preceding sentence shall be entitled to purchase the number of Offered Stockholder Shares contained in equal to the Company Acceptance and product of (i) the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to quotient determined by dividing the number of shares of Common Stock held Stockholder Shares owned by such Accepting Stockholders; Other Stockholder by the aggregate number of Stockholder Shares owned by all Other Stockholders which have made an election pursuant to the preceding sentence and (bii) thereafter, to those Accepting Stockholders, if any, that the aggregate number of Stockholder Shares specified in the Transfer Notice (such product being such Other Stockholder's "Pro Rata Share"). If the Company or any Other Stockholder -------------- has elected to purchase more Stockholder Shares from the Transferring Stockholder, the transfer of such shares than shall be consummated as soon as practical after the number delivery of the election notice(s) to which they are entitled under clause the Transferring Stockholder, but in any event within fifteen (a), in such equitable manner as 15) business days of the delivery of the Transfer Notice. If the Company shall determineor any Other Stockholder defaults in payment for any Stockholder Shares purchased pursuant to this Section, its rights under this Section with respect to the relevant Transfer of such Stockholder Shares are irrevocably waived. Clauses (a) and (b) shall be construed and given effect in such manner To the extent that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Other Stockholders do have not elect elected to purchase all of the Offered Stockholder Shares available for purchase under this Section 2.3being offered, the Selling Transferring Stockholder (a) shall be under no obligation to sell any of may transfer the Offered Stockholder Shares to specified in the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Transfer Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice of Offer; provided, however, that if there is more than one Third Party Transferee, during the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all sixty (60) day period immediately following the Offered Shares within such six-month period before any sale to a Third Party Transferee of date on which the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory Transfer Notice has been given to the Company pursuant to which (or, if applicable, the Other Stockholders). Any Stockholder Shares not transferred within such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are sixty (60) day period will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 4(b) upon consummation of such subsequent transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except At least 30 days prior to any Transfer (other than a Transfer permitted by clause (i), (ii), (v) or (vi) of Section 5.2.1) of Corporation Shares or Convertible Notes by either CDPQ or VPC, the Stockholder proposing to make such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the other Stockholder (the "Offered Stockholder"), specifying in reasonable detail the number of Corporation Shares and, if applicable, the principal amount of Convertible Notes proposed to be transferred, the proposed purchase price (which shall be payable solely in cash) (the "Proposed Purchase Price") and the other terms and conditions of the Transfer. The Offered Stockholder may elect to purchase all (but not less than all) of the Corporation Shares and Convertible Notes to be Transferred, upon the same terms and conditions as otherwise permitted under those set forth in the Transfer Notice, by delivering a written notice of such election to the Offering Stockholder within 30 days after the Transfer Notice has been received by the Offered Stockholder. If the Offered Stockholder has not elected within such 30-day period (the "Offer Period") to purchase all of the Corporation Shares and Convertible Notes to be Transferred, then, provided the Offering Shareholder has also complied with the provisions of Section 2.2 of this Agreement6.1, if applicable, and no transferee is an Affiliate of the Offering Stockholder, the Offering Stockholder may, during the 120-day period immediately following the expiration of the Offer Period (the "Third Party Offer Period"), Transfer the Corporation Shares and Convertible Notes specified in the Transfer Notice at an aggregate price which is not less than 90% of the Proposed Purchase Price and on other terms which are not more favorable to the transferee(s) than specified in the Transfer Notice. Corporation Shares and Convertible Notes not Transferred within the Third Party Offer Period as permitted by the foregoing provisions may not be Transferred thereafter except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in upon further compliance with the provisions of this Section 2.36.2 as if a Transfer Notice had never been given with respect thereto. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions set forth in the Notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the Offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.

First Offer Rights. Except as otherwise permitted under Section 2.2 of this AgreementFirst, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company may elect to purchase all (hereinafter referred to but not less than all) of the Stockholder Shares or Warrants, as the "case may be, specified in the Offer Notice of Offer") which Notice of Offer shall specify (i) at the number of shares of Common Stock owned by price and on the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other same terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions as those set forth in the Offer Notice by delivering a written notice of Offersuch election to the Transferring Stockholder and each Investor Group within twenty (20) days after the Offer Notice has been delivered to the Company. Within five business days of is receipt If the Company has not elected to purchase all Stockholder Shares or Warrants to be transferred within such twenty-day period, the Investor Groups may elect to purchase in the aggregate all (but not less than all) of the Notice of OfferStockholder Shares or Warrants, as the case may be, to be transferred (as applicable, the Company shall send a copy “Available Shares” or “Available Warrants”) at the price and on the same terms and conditions as those set forth in the Offer Notice by delivering written notice of such election to the Transferring Stockholder within thirty (30) days after the Offer Notice of Offer has been delivered to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of OfferInvestor Groups. In the event that the Investor Groups in the aggregate elect to purchase more than the Available Shares or Available Warrants, as the Company shall notify the Selling Stockholder and the other Stockholders of record as to case may be, then the number of the Offered Available Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed or Available Warrants to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company purchased by each Investor Group that has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following more than its receipt pro rata share of the Notice of Offer Available Shares or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to Available Warrants (based upon the number of Offered Shares, if any, Stockholder Shares (excluding Preferred Stock) held by all such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance Investor Groups) shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase reduced on a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible pro rata basis in proportion to the number of shares of Common Stock Stockholder Shares (excluding Preferred Stock) held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, all Investor Groups that have elected to purchase more than their pro rata share that are not owned by such holder. Each Investor Group shall allocate the Stockholder Shares or Warrants so purchased among the Stockholders comprising such Investor Group pro rata according to the aggregate number of shares than the number to which they are entitled under clause (a)of such class of Stockholder Shares, or, in the case Warrants are purchased, according to the aggregate number of shares of the class of Stockholder Shares into which such equitable Warrants are exercisable, held by each such Stockholder (on a fully diluted basis) or in such other manner as the Stockholders comprising such Investor Group shall from time to time agree. To the extent that the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled the Investor Groups have not elected to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase aggregate all of the Offered Stockholder Shares available for purchase under this Section 2.3or Warrants specified in the Offer Notice, the Selling Transferring Stockholder (a) shall be under no obligation to sell any of may Transfer such Stockholder Shares or Warrants, as the Offered Shares to the Company or any other Stockholdercase may be, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee")parties, for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within such six-month period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to Sections 5(d) and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later5(f) below, at 11:00 a.m. local time at a price no less than the principal offices of the Companyprice per share or per Warrant, or at such other dateas applicable, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) specified in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price Notice and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.on terms no more favorable

First Offer Rights. Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall first deliver written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) Subject to Section 5(c) below, at least 30 days prior to any Transfer (A) of Common Units by any Common Member (other than a Transfer by an ABRY Member or a Transfer of Class E Common Units together with a proportionate number of Series A Preferred Units) or (B) of any Option by any Option Holder, the Member or Option Holder making such Transfer (the “Offering Member”) shall deliver a written notice (the “Transfer Notice”) to each Member and Option Holder other than such Offering Member (the “Eligible Purchasers”) specifying in reasonable detail the number (and type) of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes Member Interests proposed to sell be Transferred (the "offered Shares"“Specified Securities”); (ii) , the proposed cash purchase price per share for therefor and the Offered Shares (the "Offer Price"); and (iii) all other material terms and conditions of the offerproposed Transfer. (ii) Each Eligible Purchaser may elect to purchase all or any portion of the Specified Securities, The Notice of Offer shall constitute an irrevocable offer by upon the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other same terms and conditions as those set forth in the Notice Transfer Notice, by delivering a written notice (a “Participation Notice”) of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, Offering Member within 15 days following after the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as Transfer Notice has been delivered to the number of Offered SharesEligible Purchasers (the “Option Period”); provided that, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that Eligible Purchasers in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders do not elect to purchase all of the Offered Shares available for purchase under this Section 2.3Specified Securities, the Selling Stockholder (a) then no Eligible Purchaser shall be under no obligation entitled to sell purchase any of Specified Securities and the Offered Shares to Offering Member may transfer the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash Specified Securities at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the 180-day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares Option Period. Any Member Interests not transferred within such six180-month day period before any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are will be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, 5(b) upon consummation of such subsequent transfer, be deemed a Stockholder for purposes of this Agreement. . (iii) If the Selling Stockholder does not complete Eligible Purchasers have in the sale aggregate elected to purchase more than the number of Specified Securities being offered by the Offered Shares within such six-month periodOffering Member, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder each Eligible Purchaser who has elected to purchase Eligible Securities shall be made otherwise than in accordance with entitled to purchase from the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant Offering Member up to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and a number of purchasers and the portion Specified Securities (such number being such Eligible Purchaser’s “Pro Rata Share”) representing a number of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount Points equal to the product of (i) the Offer Price quotient determined by dividing (A) the percentage of Points represented by the Common Units owned by such Eligible Purchaser by (B) the aggregate percentage of Points represented by the Common Units owned by the Eligible Purchasers participating in such purchase, multiplied by (ii) the aggregate number of Points represented by the Specified Securities. If and to the extent any such Eligible Purchaser’s Pro Rata Share exceeds the number of Offered Shares being acquired by Eligible Securities that such purchaserEligible Purchaser specified that it wished to purchase in its Participation Notice (the “Desired Amount”), then the number of Specified Securities in full payment excess of such Desired Amount shall be reallocated among the purchase price of other Eligible Purchasers that are participating in such sale in accordance with the offered Shares purchasedformula set forth in the preceding sentence as if such Eligible Purchaser were not participating in such sale and such reallocation shall continue until (i) all Eligible Securities have been allocated or (ii) each Eligible Purchaser that has elected to participate in such sale has been allocated its Desired Amount.

First Offer Rights. Except Subject to paragraphs 4(a), 4(d) and 4(e), at least thirty (30) days prior to the Transfer (other than with respect to a Public Sale or an Approved Sale) of any Stockholder Shares by any Major Stockholder (other than a Warrant Holder but including the Founder Stockholders following either a Transfer Consent or the Special Rights Termination Date) or any of its Permitted Transferees (as otherwise permitted under defined in Section 2.2 of this Agreement4(d) below), and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 Person making such Transfer (a the "Selling Transferring Major Stockholder") shall first deliver a written notice to the Company (hereinafter referred to as the "Notice of Offer") which Notice of Offer shall specify (i) the number of shares of Common Stock owned by the Selling Stockholder which such Selling Stockholder wishes to sell (the "offered SharesTransfer Notice"); (ii) the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Major Stockholders (other than the Offered Warrantholders) (the "Non-Selling Major Stockholders") specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares at proposed to be Transferred, the Offer Price, subject to proposed purchase price (which shall be payable solely in cash) and the other material terms and conditions of the Transfer. The Company may elect to purchase all (but not less than all) of such Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in the Notice Transfer Notice, by delivering a written notice of Offer. Within five business days of is receipt of the Notice of Offer, the Company shall send a copy of the Notice of Offer to each other Stockholder of record. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as such election to the number of Transferring Major Stockholder within fifteen (15) days after the Offered Shares that it is electing Transfer Notice has been delivered to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which If the Company has not elected to purchase pursuant all of the Stockholder Shares to be Transferred within such period, the Non-Selling Major Stockholders may elect to purchase all (but not less than all) of the Stockholder Shares to be Transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by giving written notice of such election to the Transferring Major Stockholder within thirty (30) days after the Transfer Notice has been given to the Company Acceptance. 2.3.3 If the Company does not deliver a Company Acceptance within 30 days following its receipt of the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's AcceptanceElection Period"). If the Company does not receive a Stockholder's Acceptance from any of Non-Selling Major Stockholders have in the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined aggregate elected to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder more than the number of Offered Stockholder Shares which such other Stockholder has elected to purchase pursuant to its being offered by the Transferring Major Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Stockholder Shares shall be allocated among the other Non-Selling Major Stockholders accepting the electing to purchase shares based upon each such Non-Selling Major Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number proportionate ownership of shares of Common Stock held all Stockholder Shares owned by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares Major Stockholders other than the number to which they are entitled under clause (a), in such equitable manner as Transferring Major Stockholder. If neither the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than nor the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Non-Selling Stockholders do not elect to purchase all of the Offered Stockholder Shares available for purchase under specified in the Transfer Notice and if the terms and conditions of this Section 2.34(b) have been met, then the Selling Transferring Major Stockholder (a) shall be under no obligation to sell any of may transfer the Offered Stockholder Shares to specified in the Company or any other Stockholder, unless the Selling Stockholder so elects, and (b) subject to Section 3, may, within a period of six months from the date of the Transfer Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee transferee(s) thereof than those specified in the Transfer Notice during the thirty (30) day period immediately following the expiration of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Election Period. Any Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares not transferred within such six-month thirty (30) day period before any sale will continue to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee of such shares of Common Stock shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are be subject to the provisions of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement4(a). If the Selling Stockholder does not complete the sale Company or any of the Offered Non-Selling Major Stockholders have elected to purchase Stockholder Shares within such six-month periodhereunder, the provisions transfer of this Section 2.3 shall again apply, and no sale of such shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement. 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days consummated as soon as practicable after the delivery of the Company Acceptance or 60 election notice(s) to the Transferring Major Stockholder, but in any event within fifteen (15) days after the date expiration of the Notice Election Period. Notwithstanding the foregoing, none of Offerthe Existing Investor Stockholders, whichever is laterthe Founder Stockholders, Adam▇ ▇▇ the Series D Stockholders shall Transfer any Stockholder Shares held by such Stockholder to an Otis ▇▇▇petitor prior to the date that the NBIC Stockholders cease, in the aggregate, to own at least 50% of the Stockholder Shares held by the NBIC Stockholders as of the date hereof. (i) Tag Along Rights on Transfers by Major Stockholders. Subject to paragraphs 4(b), 4(d) and 4(e), at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five thirty (530) business days prior to any Transfer (other than with respect to a Public Sale, an Approved Sale or a Transfer to the Company or any Stockholder pursuant to paragraph 4(b)) by any Major Stockholder (other than a Founder Stockholder) of Stockholder Shares aggregating more than 5% of the Stockholder Shares held by such closingMajor Stockholder as of the date hereof, the Transferring Major Stockholder shall deliver a Transfer Notice to the Company shall notify and the Non-Selling Stockholder(s) Major Stockholders specifying in writing reasonable detail the identity of the name and prospective transferee(s), the number of purchasers Stockholder Shares proposed to be Transferred, the proposed purchase price (which shall be payable solely in cash) and the portion other material terms and conditions of the Offered Shares Transfer (which Transfer Notice may be the same notice and given at the same time as the Transfer Notice under paragraph 4(b) above). The Non-Selling Major Stockholders may elect to be purchased participate in the contemplated Transfer by eachdelivering written notice to the Transferring Major Stockholder within thirty (30) days after delivery of the Transfer Notice. At If any Non-Selling Major Stockholders have elected to participate in such closingTransfer, the Transferring Major Stockholder and such Non-Selling Stockholder(s) Major Stockholders shall sellbe entitled to sell in the contemplated Transfer, transfer at the same price and deliver to each purchaser full right, title and interest in and to on the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designatesame terms, a cash amount number of Stockholder Shares equal to the product of (i) the Offer Price and quotient determined by dividing (A) the number of Offered Stockholder Shares being acquired owned by such purchaserMajor Stockholder by (B) the aggregate number of Stockholder Shares owned by the Transferring Major Stockholder and such Non-Selling Major Stockholders participating in such Transfer, and (ii) the aggregate number of Stockholder Shares of such class or series to be sold in full payment of the purchase price of the offered Shares purchasedproposed Transfer.

First Offer Rights. Except as otherwise permitted under Section 2.2 (i) At least 30 days prior to making any Transfer of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreementany Shares, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with transferring Shareholder (the provisions of this Section 2.3. 2.3.1 A Stockholder desiring to sell or otherwise transfer shares of Common Stock in compliance with this Section 2.3 (a "Selling StockholderTRANSFERRING SHAREHOLDER") shall give written notice (an "OFFER NOTICE") to the Company and each other Shareholder (each an "OFFEREE SHAREHOLDER"), which Offer Notice shall disclose in reasonable detail the proposed number of Shares to be transferred, the identity of the prospective transferee(s) and the proposed terms and conditions of the Transfer (including representations, warranties, covenants and indemnities); provided, that if the consideration being offered to the Transferring Shareholder consists in whole or in part of something other than U.S. dollars, then such notice shall also contain a good faith estimate of the value of such consideration in U.S. dollars and an explanation of the manner in which such estimate was made. The Transferring Shareholder shall have the right to modify any Offer Notice to reflect changed terms by giving notice to the Company and the Offeree Shareholders to such effect until the earlier to occur of (A) the date when the Company or any Offeree Shareholder elects to purchase any of such Shares, as provided below, or (B) the date which is seven days prior to the end of such 30-day period. (ii) The Company shall have the first deliver right to purchase all (but not less than all) of the offered Shares, at the price and on the terms specified in the Offer Notice, by giving written notice of such election to the Transferring Shareholder and the Offeree Shareholders within 15 days after the Offer Notice is given. Such notice may also specify a lesser number of the offered Shares which the Company is willing to purchase pursuant to paragraph (iv) below. (iii) If the Company does not so elect to purchase all of the offered Shares, each Offeree Shareholder shall have the right to purchase all (but not less than all) of its Pro Rata Share of the offered Shares as to which the Company has not elected to purchase pursuant to paragraph (ii) above, at the price and on the terms specified in the Offer Notice, by giving written notice of such election to the Transferring Shareholder and the Company within 30 days after the Offer Notice is given. Such notice may also specify a greater number of the offered Shares which such Offeree Shareholder is willing to purchase pursuant to paragraph (iv) below. (iv) Any of the offered Shares not elected to be purchased pursuant to the first sentences of paragraphs (ii) and (iii) above shall be divided among the Company and/or the Offeree Shareholders in accordance with the second sentences of paragraphs (ii) and (iii) above, with the Company to have the first right to purchase such remaining Shares. If two or more Offeree Shareholders are willing to purchase more of such remaining Shares than are available, then such remaining Shares shall be divided among such Offeree Shareholders in the same proportion as the number of Shares then owned by each such Offeree Shareholder on a fully diluted basis bears to the total number of Shares owned by all such Offeree Shareholders on a fully diluted basis. (v) If the Company and/or the Offeree Shareholders elect to purchase all of the offered Shares then, within 45 days after the Offer Notice is given, the Transferring Shareholder shall give written notice to the Company (hereinafter referred and the Offeree Shareholders to as the "Notice of Offer") such effect, which Notice of Offer notice shall also specify (i) the number of shares the offered Shares that each of Common Stock owned by them is entitled to purchase. The closing of the Selling Stockholder which sale of the offered Shares to the Company and/or the Offeree Shareholders shall occur within 30 days after such Selling Stockholder wishes to sell notice is given, and the consideration therefor shall be paid in (A) U.S. dollars (calculated using the "offered Shares"); estimate set forth in the Offer Notice, if applicable) in immediately available funds at such closing or (iiB) in accordance with the proposed cash purchase price per share for the Offered Shares (the "Offer Price"); and (iii) all other terms and conditions of the offer, The Notice of Offer shall constitute an irrevocable offer by the Selling Stockholder to sell to the Company and the other Stockholders the Offered Shares at the Offer Price, subject to the other terms and conditions purchase set forth in the Notice of Offer. Within five business days of is receipt of the Notice of OfferOffer Notice, the Company shall send if such terms and conditions provide for a copy of the Notice of Offer to each purchase other Stockholder of recordthan for cash at closing. 2.3.2 Within 30 days following its receipt of the Notice of Offer, the Company shall notify the Selling Stockholder and the other Stockholders of record as to the number of the Offered Shares that it is electing to purchase (such notification shall be referred to hereinafter as the "Company Acceptance"). The election to purchase Offered Shares shall be made on behalf of the Company by a majority of the disinterested Directors of the Company. The Company Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of the Offered Shares which the Company has elected to purchase pursuant to the Company Acceptance. 2.3.3 vi) If the Company does not deliver a Company Acceptance within 30 days following its receipt of and/or the Notice of Offer or if the Company Acceptance does not provide for the purchase by the Company of all of the Offered Shares, then, within 15 days following the expiration of such 30-day notice period, each other Stockholder of record shall notify the Company and the Selling Stockholder as to the number of Offered Shares, if any, such other Stockholder is electing to purchase (such notification is hereinafter referred to as the "Stockholder's Acceptance"). If the Company does not receive a Stockholder's Acceptance from any of the other Stockholders within such period, such other Stockholders that did not deliver a Stockholder's Acceptance shall be deemed to have declined to purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Shares which such other Stockholder has elected to purchase pursuant to its Stockholder's Acceptance, subject to allocation of offered Shares among other Stockholders accepting the Notice of Offer as hereinafter provided. 2.3.4 If the Company and the other Stockholders have elected to purchase a number of Offered Shares that in the aggregate exceeds the total number of Offered Shares, the Company shall be entitled to purchase the number of Offered Shares contained in the Company Acceptance and the remainder of the Offered Shares shall be allocated among the other Stockholders accepting the Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a) first, among the Accepting Stockholders, as nearly as possible in proportion to the number of shares of Common Stock held by such Accepting Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that elected to purchase more shares than the number to which they are entitled under clause (a), in such equitable manner as the Company shall determine. Clauses (a) and (b) shall be construed and given effect in such manner that no other Stockholder shall be required or entitled to purchase a number of Offered Shares greater than the number set forth in the Stockholder's Acceptance. If any other Stockholder shall elect to purchase any of the Offered Shares, the Company shall promptly notify each such other Stockholder of the number of shares allocated to him, and each such other Stockholder shall be obligated to purchase at the Offer Price such shares at a closing as set forth in Section 2.3.6. 2.3.5 If the Company and the other Stockholders Offeree Shareholders do not elect to purchase all of the Offered offered Shares available for purchase under this Section 2.3then, during the 90-day period commencing 30 days after the Offer Notice is given, the Selling Stockholder Transferring Shareholder shall have the right to Transfer all (abut not less than all) shall be under no obligation to sell any of the Offered offered Shares to the Company or any other Stockholder, unless the Selling Stockholder so electstransferee(s), and (b) subject to Section 3, may, within a period of six months from the date of the Notice of Offer sell the Offered Shares to one or more third parties (each a "Third Party Transferee"), for cash at a price per share not less than the Offer Price and on such other terms and conditions as are no more favorable advantageous to the proposed Third Party Transferee such transferee(s) than those those, specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Stockholder in good faith must obtain binding and definitive commitments to purchase all the Offered Offer Notice. If such offered Shares are not so transferred within such six-month period before time period, then any sale to a Third Party Transferee of the Offered Shares may take place. Upon any such sale, the Third Party Transferee subsequent Transfer of such shares of Common Stock securities shall execute an agreement in form and substance satisfactory to the Company pursuant to which such Third Party Transferee agrees that the shares of Common Stock it acquired from the selling Stockholder are be subject to the provisions all of this Agreement. Any Third Party Transferee to whom shares of Common Stock are transferred pursuant to and in compliance with this Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder for purposes of this Agreement. If the Selling Stockholder does not complete the sale of the Offered Shares within such six-month period, the provisions of this Section 2.3 shall again apply, and no sale of shares of Common Stock of the Selling Stockholder shall be made otherwise than in accordance with the terms of this Agreement2(b). 2.3.6 The closing of purchases of Offered Shares by the Company and/or other Stockholders pursuant to this Section 2.3 shall take place within 30 days after the delivery of the Company Acceptance or 60 days after the date of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the principal offices of the Company, or at such other date, time or place as the parties to the sale may agree. At least five (5) business days prior to such closing, the Company shall notify the Selling Stockholder(s) in writing of the name and number of purchasers and the portion of the Offered Shares to be purchased by each. At such closing, the Selling Stockholder(s) shall sell, transfer and deliver to each purchaser full right, title and interest in and to the Offered Shares so purchased by such purchaser, free and clear of all liens, security interests or adverse claims of any kind and nature (except as otherwise set forth in this Agreement), and shall deliver to each purchaser a certificate or certificates representing the Offered Shares sold to such purchaser, in each case duly endorsed for transfer or accompanied by appropriate stock transfer powers duly endorsed. Simultaneously with delivery of such certificates, each purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by certified or bank check or by wire transfer of immediately available funds to such bank and account as the Selling Stockholder(s) shall designate, a cash amount equal to the product of the Offer Price and the number of Offered Shares being acquired by such purchaser, in full payment of the purchase price of the offered Shares purchased.