Common use of First Option Clause in Contracts

First Option. Except for (i) Tag-Along Sales made in accordance with Section 2.4 or (ii) Drag-Along 100% Sales or Drag-Along 50% Sales made in accordance with Article III or (iii) sales upon exercise of a Call Option pursuant to Section 2.9, no Management Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Management Party desires to Transfer all or any part of the Shares held by such Person (a "MANAGEMENT SELLING PARTY") (other than in accordance with Section 2.8.4) such Management Selling Party shall obtain an irrevocable and unconditional bona fide arm's length written offer (the "BONA FIDE OFFER") for the purchase of such Shares for cash, cash equivalents, or a debt instrument with commercially reasonable terms from a third party unaffiliated with such Management Selling Party (an "OUTSIDE PARTY"), following which the Management Selling Party shall provide written notice (the "SALE NOTICE") to each of (i) Purchaser (together with its assigns, the "PURCHASER BUYER") and (ii) the Company (each of Purchaser Buyer and the Company a "POTENTIAL BUYER") setting forth such desire to Transfer such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile of the Bona Fide Offer and shall set forth the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "PURCHASE OPTION"), in the case of Purchaser only, shall be freely assignable at Purchaser's sole discretion) to purchase all or any portion of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares as set forth in the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "ACCEPTANCE NOTICE") to such Management Selling Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, FIRST, the Purchaser Buyer and, SECOND, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, all or any portion of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "CHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Management Selling Party shall be

First Option. (a) Except for (i) Transfers of Shares through the exercise of rights as a Tag-Along Sales Shareholder with respect to any Tag-Along Sale made in accordance with Section 2.4 or (ii) Transfer of Shares pursuant to any Drag-Along 100% Sales or Drag-Along 50% Sales Sale made in accordance with Article III or (iii) sales upon exercise of a Call Option pursuant to Section 2.93, no Management Individual Related Party shall Transfer any Shares Shares, except as specifically permitted by this Section 2.82.7. If at any time any Management Individual Related Party (a “Selling Person”) desires to Transfer sell or otherwise dispose of for cash all or any part of the Shares held by such Selling Person, and such Selling Person (shall have received a "MANAGEMENT SELLING PARTY") (other than in accordance with Section 2.8.4) such Management Selling Party shall obtain an irrevocable and unconditional bona fide arm's arm’s-length written offer (the "BONA FIDE OFFER"“Bona Fide Offer”) for the purchase of such Shares for cash, cash equivalents, or a debt instrument with commercially reasonable terms from a any third party unaffiliated with such Management Selling Party Person (an "OUTSIDE PARTY"“Outside Party”), following which the Management Selling Party Person shall provide written notice (the "SALE NOTICE"“Sale Notice”) to each of (i) Purchaser (together with its assigns, the "PURCHASER BUYER") Green Parties and (ii) the Company (each of Purchaser Buyer Green Party and the Company a "POTENTIAL BUYER"“Potential Buyer”) setting forth such desire to Transfer sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile copy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "PURCHASE OPTION")“Purchase Option”) to purchase all or, in the case of Purchaser onlythe Company, shall be freely assignable at Purchaser's sole discretion) such lesser portion as is possible in light of contractual limitations on distributions to purchase all or any portion the Company from its subsidiaries of such the Shares specified in the Sale Notice, on the same terms and conditionsconditions as the Bona Fide Offer, including but not limited to the offer price for the Shares as set forth Shares. The Purchase Option, in the Bona Fide Offercase of a Green Party, shall be assignable at such Green Party’s sole discretion. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "ACCEPTANCE NOTICE"“Acceptance Notice”) to such Management Selling Party Person of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, FIRSTshall be first, the Purchaser Buyer andGreen Parties who delivered an Acceptance Notice (pro rata based on the relative percentages of the then outstanding Shares of the relevant class proposed to be transferred, SECONDthen beneficially owned by such Green Parties), unless such Green Parties have mutually agreed to a different allocation, and second, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, all or any portion of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "CHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Management Selling Party shall be.

First Option. Except for (i) Tag-Along Sales made in accordance with Section 2.4 or (ii) Drag-Along 100% Sales or Drag-Along 50% Sales made in accordance with Article III II or (iiiii) sales upon exercise of a Call Option pursuant to Section 2.91.8, no Management Employee Party shall Transfer any Shares except as specifically permitted by this Section 2.81.7. If at any time any Management Employee Party desires to Transfer all or any part of the Shares held by such Person (a an "MANAGEMENT EMPLOYEE SELLING PARTY") (other than in accordance with Section 2.8.41.7.2) such Management Employee Selling Party shall obtain an irrevocable and unconditional bona fide arm's length written offer (the "BONA FIDE OFFER") for the purchase of such Shares for cash, cash equivalents, or a debt instrument with commercially reasonable terms from a third party unaffiliated with such Management Employee Selling Party (an "OUTSIDE PARTY"), following which the Management Employee Selling Party shall provide written notice (the "SALE NOTICE") to each of (i) Purchaser (together with its assigns, the "PURCHASER BUYER") and (ii) the Company (each of Purchaser Buyer and the Company a "POTENTIAL BUYER") setting forth such desire to Transfer such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile of the Bona Fide Offer and shall set forth the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "PURCHASE OPTION"), in the case of Purchaser only, shall be freely assignable at Purchaser's sole discretion) to purchase all or any portion of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares as set forth in the Bona Fide Offer. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "ACCEPTANCE NOTICE") to such Management Employee Selling Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, FIRST, the Purchaser Buyer and, SECOND, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, all or any portion of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "CHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Management Employee Selling Party shall bebe obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be held on a Business Day within ninety days (90) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen

First Option. (a) Except for (i) Transfers of Shares through the exercise of rights as a Tag-Along Sales Shareholder with respect to any Tag-Along Sale made in accordance with Section 2.4 or (ii) Transfer of Shares pursuant to any Drag-Along 100% Sales or Drag-Along 50% Sales Sale made in accordance with Article III or (iii) sales upon exercise of a Call Option pursuant to Section 2.93, no Management Party or Investor Holder shall Transfer any Shares Shares, except as specifically permitted by this Section 2.82.7. If at any time any Management Party or Investor Holder (a “Selling Person”) desires to Transfer sell or otherwise dispose of for cash all or any part of the Shares held by such Selling Person, and such Selling Person (shall have received a "MANAGEMENT SELLING PARTY") (other than in accordance with Section 2.8.4) such Management Selling Party shall obtain an irrevocable and unconditional bona fide arm's arm’s-length written offer (the "BONA FIDE OFFER"“Bona Fide Offer”) for the purchase of such Shares for cash, cash equivalents, or a debt instrument with commercially reasonable terms from a any third party unaffiliated with such Management Selling Party Person (an "OUTSIDE PARTY"“Outside Party”), following which the Management Selling Party Person shall provide written notice (the "SALE NOTICE"“Sale Notice”) to each of (i) Purchaser (together with its assigns, the "PURCHASER BUYER") Green Parties and (ii) the Company (each of Purchaser Buyer Green Party and the Company a "POTENTIAL BUYER"“Potential Buyer”) setting forth such desire to Transfer sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy or other facsimile copy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "PURCHASE OPTION"), in the case of Purchaser only, shall be freely assignable at Purchaser's sole discretion“Purchase Option”) to purchase some or all or any portion of such the Shares specified in the Sale Notice, on the same terms and conditionsconditions as the Bona Fide Offer, including but not limited to the offer price for the Shares as set forth Shares. The Purchase Option, in the Bona Fide Offercase of a Green Party, shall be assignable at such Green Party’s sole discretion. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "ACCEPTANCE NOTICE"“Acceptance Notice”) to such Management Selling Party Person of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, FIRST, the Purchaser Buyer and, SECONDshall be first, the Company. If a Potential Buyer or Potential Buyers, as applicableand second, elects to purchase, all or any portion the other Green Parties who delivered an Acceptance Notice pro rata based on the relative percentages of the then outstanding Common Shares covered then beneficially owned by the Bona Fide Offer on the terms and conditions set forth in the Sale Noticesuch Green Parties), the Potential Buyer(s) entitled unless such Green Parties have mutually agreed to purchase such Shares (the "CHOSEN BUYER(S)") shall be determined in accordance with the priorities set forth, if applicable, above and such Chosen Buyer(s) shall be obligated to purchase, and such Management Selling Party shall bea different allocation.