Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Investor within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Investor may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisInvestor. If neither the Company nor the Investors elect Investor elects to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and or any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Securities to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Executive, each member of Management and the Investors CVC within 10 25 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock Securities to be transferred, the Investors each member of Management may elect to purchase all his pro rata portion (but not less than allbased on the number of shares of Common Stock owned by such member and the total number of shares owned by Management) of the Executive Stock Securities not purchased or not to be transferred purchased by the Company upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 40 days after the Sale Notice has been given to the InvestorsCompany. If more than one Investor elects the Company and Management have not elected to purchase all of the Executive Stock, the shares of Executive Stock Securities to be sold shall transferred, CVC may elect to purchase all or any portion of the Executive Securities not purchased or not to be allocated among purchased by the Investors pro rata according Company and Management upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive within 50 days after the number of shares of Common Stock owned by each Investor on a fully-diluted basisSale Notice has been given to CVC. If neither the Company nor the Investors Company, Management and CVC do not elect to purchase all of the shares of Executive Stock Securities specified in the Sale Notice, Executive may transfer the shares of remaining Executive Stock Securities specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock Securities not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(c4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company Holdings may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Executive, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to the CompanyHoldings. If the Company Holdings has not elected to purchase all of the Executive Stock Units to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive, Holdings and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If Holdings and the Other Senior Managers have not elected to purchase all of the Executive Units to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Executive, Holdings and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockHoldings, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Units specified in the Sale Notice, Executive may transfer Transfer the shares of Executive Stock Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Units not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(cSection 1.4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Director Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Director and the Investors Investor within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Director Stock to be transferred, the Investors Investor may elect to purchase all (but not less than all) of the Executive Director Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Director within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisInvestor. If neither the Company nor the Investors elect Investor elects to purchase all of the shares of Executive Director Stock specified in the Sale Notice, Executive Director may transfer the shares of Executive Director Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Director Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Director Note issued to the Company hereunder and or any other bona fide debts owed by Executive Director to the Company.

First Refusal Rights. The Company may elect to purchase all -------------------- (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Investor within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Investor may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisInvestor. If neither the Company nor the Investors Investor elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of paragraph 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company Holdings may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive MCS, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to Holdings. In the event Holdings elects to repurchase Executive Units pursuant to this Section 1.4(c), CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the Companyaggregate purchase price of the Executive Units subject to such repurchase, in order that Holdings can complete such repurchase in accordance with the terms of this Section 1.4(c). If the Company Holdings has not elected to purchase all of the Executive Stock Units to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to MCS, Holdings and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If Holdings and the Other Senior Managers have not elected to purchase all of the Executive Units to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive MCS, Holdings and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockHoldings, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Units specified in the Sale Notice, MCS may Transfer the Executive may transfer the shares of Executive Stock Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Units not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(cSection 1.4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. At least 60 days prior to making any transfer other than an Exempt Transfer, the Shareholder will deliver a written notice (the "Sale Notice") to the Company and the Lead Trivest Investor. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Shareholder within 10 30 days after the receipt of the Sale Notice has been delivered to by the Company. If the Company has not elected to purchase all of the Executive shares of Shareholder Stock to be transferred, the Investors Lead Trivest Investor may elect to purchase all (but not less than all) of the Executive shares of Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the Shareholder within 10 60 days after the receipt of the Sale Notice by the Lead Trivest Investor. Any Person who has the right to acquire Shareholder Stock pursuant to this Section 4(b) will be given up to 60 days (after it has been given determined that such Person has such right) to consummate the Investors. If more than one Investor elects to purchase and sale of Shareholder Stock (the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis"Authorization Period"). If neither the Company nor the Investors elect Lead Trivest Investor has elected to purchase all of the shares of Executive Shareholder Stock specified in the Sale Notice, Executive the Shareholder may transfer the shares of Executive Shareholder Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day 60day period immediately following the Authorization DatePeriod. Any shares of Executive Shareholder Stock not transferred within such 60-day 60day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company Holdings may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Executive, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to Holdings. In the event Holdings elects to repurchase Executive Units pursuant to this Section 1.4(c), CSC and the Company will be jointly and severally obligated to transfer to Holdings an amount of money at least equal to the Companyaggregate purchase price of the Executive Units subject to such repurchase, in order that Holdings can complete such repurchase in accordance with the terms of this Section 1.4(c). If the Company Holdings has not elected to purchase all of the Executive Stock Units to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive, Holdings and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If Holdings and the Other Senior Managers have not elected to purchase all of the Executive Units to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Executive, Holdings and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockHoldings, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Units specified in the Sale Notice, Executive may transfer Transfer the shares of Executive Stock Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Units not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(cSection 1.4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Restricted Securities to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Management Stockholder, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock Restricted Securities to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Restricted Securities to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Management Stockholder, the Company and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If the Company and the Other Senior Managers have not elected to purchase all of the Restricted Securities to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Restricted Securities to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Management Stockholder, the Company and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockCompany, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Restricted Securities specified in the Sale Notice, Executive Management Stockholder may transfer Transfer the shares of Executive Stock Restricted Securities specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Restricted Securities not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(c) Section 4.3 upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Restricted Securities to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Management Stockholder, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock Restricted Securities to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Restricted Securities to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Management Stockholder, the Company and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If the Company and the Other Senior Managers have not elected to purchase all of the Restricted Securities to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Restricted Securities to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Management Stockholder, the Company and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockCompany, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Restricted Securities specified in the Sale Notice, Executive Management Stockholder may transfer Transfer the shares of Executive Stock Restricted Securities specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Restricted Securities not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(c) Section 3.3 upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Executive, the Investor and the Investors Leeway within 10 30 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Investor may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 45 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisInvestor. If neither the Company nor the Investors Investor elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of paragraph 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions pro visions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. At least 30 days prior to making any transfer other than an Exempt Transfer or a transfer after the consummation of a Liquidity Event, any Investor Stockholder wishing to transfer any shares of Common Stock it holds (the “Transferring Stockholder” and the shares of Common Stock the “Transfer Shares”) will deliver a written notice (the “Sale Notice”) to the Company, Xxxxxx and the other Investor Stockholders. The Company Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. Xxxxxx and any other Investor Stockholder may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Transferring Stockholder within 10 30 days after the receipt of the Sale Notice has been delivered Notice. To the extent that multiple parties wish to purchase the Transfer Shares, such parties shall be allocated the Transfer Shares on a pro rata basis relative to the Companynumber of shares of Common Stock they hold at the time of purchase. If To the Company has extent that Xxxxxx and the Investor Stockholders have not elected to purchase all of the Executive Stock to be transferredTransfer Shares, the Investors Company may elect to purchase all (but not less than all) of the Executive Stock to be transferred Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice Notice, by delivering a written notice of such election to Executive the Transferring Stockholder within 10 30 days after the receipt of the Sale Notice Notice. Any Person who has the right to acquire Transfer Shares pursuant to this Section 3(b) will be given up to 30 days (after it has been given determined that such Person has such right) to consummate the Investorspurchase and sale of the Transfer Shares (the “Authorization Period”). If more than one Investor elects to purchase the Executive StockXxxxxx, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each other Investor on a fully-diluted basis. If neither Stockholders and the Company nor have not elected to purchase, in the Investors elect to purchase aggregate, all of the shares of Executive Stock Transfer Shares specified in the Sale Notice, Executive the Transferring Stockholder may transfer the shares of Executive Stock Transfer Shares specified in the Sale Notice to the transferee identified in the Sale Notice, at a price and on terms no more favorable substantially similar to the transferee(s) thereof than specified (provided that a purchase price that is at least 97.5% of the price at which the Transfer Shares were offered in the Sales Notice shall be deemed to be substantially similar), in the Sale Notice during the 6090-day period immediately following the Authorization DatePeriod; provided, that the transferee(s) thereof agree in writing to be bound by the provisions of this Agreement. Any shares of Executive Stock Transfer Shares not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(cSection 3(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. At least sixty (60) days prior to making any sale, transfer, assignment, pledge, hypothecation or other disposition (a "TRANSFER") (other than a Permitted Transfer (as hereafter defined)) of any Shares, the Purchaser or his Permitted Transferee (the "TRANSFERRING SHAREHOLDER") shall deliver a written notice (the "SALE NOTICE") to the Company. The Sale Notice will state the aggregate amount of Shares to be Transferred, the identity of the proposed transferee, the terms and conditions of the proposed Transfer, and that such proposed transferee is committed to acquire the Shares on the stated price, terms and conditions. The Company may shall have the right, but not the obligation, to elect to purchase all (but -------------------- not less than all) or a portion of the shares of Executive Stock Shares to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice (the "PURCHASE NOTICE") of such election to Executive and the Investors Transferring Shareholder within 10 forty-five (45) days after its receipt of the Sale Notice has been delivered (the "REFUSAL PERIOD"), which Purchase Notice shall specify the time, place and date of settlement of such purchase. The right to purchase shall be exercised by delivering a Purchase Notice to the CompanyTransferring Shareholder no later than ten (10) days following expiration of the Refusal Period (the "EXTENSION PERIOD"), which Purchase Notice shall specify the time, place and date for settlement of such purchase. If purchased by the Company has not elected to Company, the purchase price of such Shares may be paid, at the option of the Company, in cash, by a Promissory Note (as defined in Section 2.3(b) below) or any combination thereof. If some or all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock Shares specified in the Sale Notice are not purchased by the Company, the Transferring Shareholder may consummate such Transfer at a price and on terms and conditions no more favorable to the transferee(s) thereof than are specified in the Sale Notice during the 60-thirty (30) day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transferExtension Period. If the Company or any of Purchaser does not consummate the Investors have elected to purchase shares of Executive Stock hereunderTransfer within such period, the transfer right of such shares first refusal provided hereby shall be consummated as soon as practical after deemed to be revived and no Transfer may be effected without first offering the delivery of Shares in accordance with the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Companyterms hereof.

First Refusal Rights. At least 30 days prior to making any transfer other than an Exempt Transfer, the Shareholder will deliver a written notice (the "Sale Notice") to the Company and the Lead Trivest Investor. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Shareholder within 10 15 days after the receipt of the Sale Notice has been delivered to by the Company. If the Company has not elected to purchase all of the Executive shares of Shareholder Stock to be transferred, the Investors Lead Trivest Investor may elect to purchase all (but not less than all) of the Executive shares of Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the Shareholder within 10 30 days after the receipt of the Sale Notice by the Lead Trivest Investor. The Company or the Lead Trivest Investor, whichever has the right to acquire Shareholder Stock pursuant to this Section 4(b), will be given up to 30 days (after it has been given determined that the Company or the Lead Trivest Investor has such right) to consummate the Investors. If more than one Investor elects to purchase and sale of Shareholder Stock (the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis"Authorization Period"). If neither the Company nor the Investors elect Lead Trivest Investor has elected to purchase all of the shares of Executive Shareholder Stock specified in the Sale Notice, Executive the Shareholder may transfer the shares of Executive Shareholder Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization DatePeriod. Any shares of Executive Shareholder Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company Purchaser may elect to purchase all (but -------------------- not less than all) of the shares of Executive the Purchaser Common Stock to be transferred by the Seller upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the Seller, the Investors and the Investors Other Executives within 10 20 days after the Sale Notice has been delivered given to the Company. If the Company Purchaser has not elected to purchase all of the Executive Stock shares to be transferred, the Investors each Investor and each Other Executive may elect to purchase all (but not less than all) or any portion of the Executive Stock shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive the Seller within 10 40 days after the Sale Notice has been given to the InvestorsInvestors and each Other Executive. If more than one Investor elects the Investors and the Other Executives elect to purchase an aggregate number of shares greater than the Executive Stocknumber of such shares specified in the Sale Notice, the such number of shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to based upon the number of shares of Common Stock of the Purchaser (including the Underlying Common Stock) owned by each such Investor on and Other Executive (but in no event shall the pro rata share of any Investor or Other Executive result in such Investor or Other Executive acquiring a fully-diluted basisnumber of shares in excess of the number of such shares requested by such Investor or Other Executive). If neither the Company nor nor, in the aggregate, the Investors and the Other Executives elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive the Seller may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of subsection (c) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(csubsection (b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company Purchaser may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive Seller to the CompanyPurchaser with the balance, if any, by check or wire transfer of funds.

First Refusal Rights. Subject to Sections 4(c) and 4(d), at least 60 days prior to any Transfer of Stockholder Shares by any Executive, or any of their Permitted Transferees (other than pursuant to an Approved Sale), the Person making such Transfer (the "Offering Stockholder") shall deliver a written notice (the "Transfer Notice") to the Company and CVC specifying in reasonable detail the identity of the prospective transferee(s), 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. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Stockholder Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering a written notice of such election to Executive and the Investors Offering Stockholder within 10 30 days after the Sale Transfer Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock Stockholder Shares to be transferred, the Investors CVC (or its designee) may elect to purchase all (but not less than all) of the Executive Stock Stockholder Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering giving written notice of such election to Executive the Offering Stockholder within 10 30 days after the Sale Transfer Notice has been given to CVC (the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis"CVC Option Period"). If neither the Company nor the Investors elect CVC (or its designee) elects to purchase all of the shares of Executive Stock Stockholder Shares specified in the Sale Transfer Notice, Executive then the Offering Stockholder may transfer the shares of Executive Stock Stockholder Shares specified in the Sale Transfer Notice to the designated transferee at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Transfer Notice during the 60-day period immediately following the Authorization Dateexpiration of the CVC Option Period. Any shares of Executive Stock Stockholder Shares not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The If the Transferring Holder is not an MDCP Holder, the Company may may, first, elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Shareholders Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice given by the Transferring Holder, by delivering a written notice of such election to Executive the Transferring Holder, the Non-MDCP Shareholders and the Investors MDCP Holders within 10 15 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock Shareholders Shares to be transferred, the Investors MDCP Holders and the Non-MDCP Shareholders together may elect to purchase all (but not less than all) of the Executive Stock Shareholders Shares to be transferred which have not been elected to be purchased by the Company, upon the same terms and conditions as those set forth in the Sale Notice Notice, by delivering written notice of such election to Executive the Transferring Holder and the other Shareholders within 10 twenty-five (25) days after the Sale Notice has been given delivered to the InvestorsMDCP Holders and the Non-MDCP Shareholders. If more than one Investor elects to purchase the Executive Stock, the The number of shares of Executive Stock each class or series of Shareholder Shares to be sold purchased by each electing MDCP Holder and Non-MDCP Shareholder shall be allocated among the Investors determined on a pro rata basis according to the number of shares each such class or series of Common Stock Shareholder Shares (assuming exercise of the Warrants) owned by each Investor on a fullysuch MDCP Holder and Non-diluted basisMDCP Shareholder. If neither the Company nor Company, the Investors elect Non-MDCP Shareholders and the MDQP Holders have not, either individually or in the aggregate, elected to purchase all of the shares of Executive Stock Shareholders Shares specified in the Sale Notice, Executive the Transferring Holders may transfer the shares of Executive Stock Shareholders Shares specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6045-day period immediately following the Authorization DateElection Period. Any shares of Executive Stock Shareholders Shares not transferred within such 6045-day period shall be subject to the the, provisions of this paragraph 4(c6(c) upon subsequent transfer. If the Company Company, the Non-MDCP Shareholders or any of the Investors MDCP Holders have elected to purchase shares of Executive Stock hereunderShareholders Shares, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive.the Transferring Shareholder, but in any event within 15 30 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect If any Stockholder at any time receives and desires to accept a bonafide offer from an unaffiliated third party to purchase all (but -------------------- not less than allits Common Stock, such Stockholder shall give the other Stockholder(s) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election fact and a copy of the offer. To be bonafide the offer must provide for consideration payable in full at closing in U.S. Dollars or in other consideration acceptable to Executive and the Investors other Stockholder(s). The other Stockholder(s) shall have a first right of refusal to match such offer by giving the Stockholder who desires to sell notice of exercise of such right within 10 thirty (30) days after such Stockholder(s) receive a copy of the offer. Such right is exercisable by the Stockholder(s) who hold the right pro rata in accordance with their respective Common Stock ownership percentages but they make other arrangements among themselves as to the extent, if at all, each will exercise the right. If the right is exercised, the purchase shall be closed within sixty (60) days after the Sale Notice has been delivered date of exercise on the date and at the time and place specified in the notice of exercise. At the closing the selling Stockholder shall transfer its Common Stock to the Companypurchasing Stockholder(s) free and clear of all liens and encumbrances by delivering to the purchasers the certificates representing the Common Stock with duly executed blank stock powers for the transfer thereof attached. At the closing the purchasing Stockholder(s) shall pay the purchase price and the selling Stockholder shall pay in full any indebtedness owing from it to the Corporation, including, if BYL is the seller, the unpaid part, if any, of the BYL Capital Note. If the Company has foregoing first right of refusal is not elected to purchase all of the Executive Stock to be transferredtimely exercised, the Investors Stockholder that received the unaffiliated third party offer may elect accept it and close the sale to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth unaffiliated third party named in the Sale Notice by delivering written notice of such election to Executive offer within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(ssixty (60) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay 30-day first refusal period for the purchase price for specified in the original offer, payable in full in cash or such shares by offsetting amounts outstanding under the Executive Note issued other consideration acceptable to the Company hereunder Stockholder(s) at the closing. If such sale is not closed within such 60-day period, the right of refusal in favor of the other Stockholder(s) pursuant to this Section shall again become effective. Notwithstanding the foregoing, in no event shall BYL accept an unaffiliated third party offer for the purchase of its Common Stock from, or sell its Common Stock to, any Person without the prior written consent of the other Stockholder(s) if such sale (i) could adversely affect the Corporation with respect to its SBA Accreditation, Participating Lender or PLP status; and any other bona fide debts owed (ii) have a substantial negative effect on the Corporation's profitability, in either case, as reasonably determined in either case by Executive the Corporation, which shall promptly give notice of its determination to the CompanyBYL.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred Specified Shares upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the Transferring Stockholder and the Investors Other Holders within 10 30 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferredSpecified Shares within such 30-day period, each of the Investors Other Holders may elect to purchase any or all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those Specified Shares set forth in the Sale Notice at the price and on the terms specified therein by delivering written notice of such election to Executive the Transferring Stockholder and the Other Holders as soon as practical but in any event within 10 45 days after delivery of the Sale Notice has been given to the InvestorsNotice. If the Other Holders have in the aggregate elected to purchase more than one Investor elects to purchase the Executive StockSpecified Shares, the shares of Executive Stock to be sold Specified Shares shall be allocated among the Investors Other Holders electing to purchase shares pro rata according to based on the number of shares of Common Stock Stockholder Shares owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transferOther Holder. If the Company or any of the Investors Other Holders have elected to purchase shares of Executive Stock hereunderSpecified Shares, the transfer purchase of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executivethe Transferring Stockholder, but in any event within 15 days after the expiration delivery of the Election Periodelection notice to the Transferring Stockholder. The If the Company and the Other Holders have not elected to purchase all of the Specified Shares, the Transferring Stockholder may pay transfer the purchase remaining Specified Shares at a price for such shares and on terms no more favorable to the transferee(s) thereof than those specified in the Sale Notice. Any Specified Shares not so transferred by offsetting amounts outstanding under the Executive Note issued Transferring Stockholder within 30 days shall be reoffered to the Company hereunder and the Other Holders pursuant to this paragraph 4(c) prior to any other bona fide debts owed by Executive to the Companysubsequent Transfer.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Purchasers within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Purchasers may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 90 days after the Sale Notice has been given to the InvestorsPurchasers. If more than one Investor elects the Purchasers elect to purchase an aggregate number of shares greater than the Executive Stock, the shares of Executive Stock to be sold shall transferred, such Stock will be allocated among the Investors pro rata according to Purchasers based upon the number of shares of Common Stock owned held by each Investor such Purchaser on a fully-diluted basis. If neither the Company nor the Investors Purchasers elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph Section 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company Buyer may elect to purchase all (but -------------------- not less than all) of the Warrant or the shares of Executive the Underlying Common Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Seller and the Investors within 10 15 days after the Sale Notice has been delivered given to the CompanyBuyer. If the Company Buyer has not elected to purchase all of the Executive Warrant or the Underlying Common Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Warrant or the Underlying Common Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Seller within 10 30 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Warrant or the Underlying Common Stock, the portion of the Warrant or the shares of Executive Underlying Common Stock to be sold shall will be allocated among the Investors pro rata according to the number of shares of Buyer Common Stock owned by each Investor on a fully-fully diluted basis. If neither the Company or the Investors have elected to purchase the Warrant or the Underlying Common Stock to be transferred, the transfer of such shares shall be consummated as soon as practicable after the delivery of the election notices. If neither Buyer nor the Investors elect to purchase all of the Warrant or the shares of Executive Underlying Common Stock specified in the Sale Notice, Executive may Seller may, within 90 days after the expiration of the Election Period, transfer the Warrant or the shares of Executive Underlying Common Stock specified in the Sale Notice to one or more third parties at a price per share no less than the price set forth in the Sale Notice and on other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice. The purchase price specified in the Sale Notice during will be payable solely in cash at the 60-day period immediately following closing of the Authorization Datetransaction or in installments over time, and the Warrant and the Underlying Common Stock may not be pledged. Any portion of the Warrant or any shares of Executive Underlying Common Stock not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(cSection 7.05(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. At least 40 days prior to any Transfer of Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds less than 25% of the Stockholder Shares as of immediately prior to such Transfer (other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer pursuant to a Senior Management Agreement, or (iv) a Transfer pursuant to Section 3(a), Section 3(c) or Section 4), the Stockholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company and each Significant Stockholder that it desires to Transfer Stockholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number to be transferred and the terms and conditions of the Transfer, including the proposed price per Stockholder Share of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Stockholder Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering a written notice of such election to Executive and the Investors Minority Transferor within 10 15 days after the Sale Transfer Notice has been delivered given to the Company. If for any reason the Company does not elect to purchase all of the Stockholder Shares to be transferred, the Significant Stockholder(s) shall be entitled to purchase the Stockholder Shares which the Company has not elected to purchase all of (the Executive Stock to be transferred"Available Shares"), the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering giving written notice of such election to Executive the Minority Transferor within 10 30 days after the Sale Transfer Notice has been given to the InvestorsSignificant Stockholder(s). If more than one Investor Significant Stockholder elects to purchase the Executive StockAvailable Shares, the shares of Executive Stock to be sold shall Available Shares will be allocated among the Investors such electing stockholders pro rata according to the number of shares of Common Stock Stockholder Shares owned by each Investor such electing stockholder. The closing of the purchase of any Stockholder Shares pursuant to this Section 3(b) shall take place within 60 days after the date on a fully-diluted basiswhich the parties to such purchase have been finally determined pursuant to this Section 2(b). If neither Notwithstanding the foregoing, if the Company nor and the Investors Significant Stockholder(s) do not elect to purchase purchase, collectively, all of the shares Stockholder Shares of Executive Stock a class specified in the Sale Transfer Notice, Executive then the Minority Transferor may transfer all of the shares Stockholder Shares of Executive Stock such class specified in the Sale Transfer Notice at to the transferee(s) identified in the Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and on (ii) other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice Transfer Notice, during the 6090-day period immediately following the Authorization Datedate on which the Transfer Notice has been given to the Company and the Significant Stockholder(s). Any shares of Executive Stock Stockholder Shares not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(cSection 3(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all -------------------- (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Purchasers within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Purchasers may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 90 days after the Sale Notice has been given to the InvestorsPurchasers. If more than one Investor elects the Purchasers elect to purchase an aggregate number of shares greater than the Executive Stock, the shares of Executive Stock to be sold shall transferred, such Stock will be allocated among the Investors pro rata according to Purchasers based upon the number of shares of Common Stock owned held by each Investor such Purchaser on a fully-diluted basis. If neither the Company nor the Investors Purchasers elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph Section 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. At least 40 days prior to any Transfer of -------------------- Stockholder Shares by any Stockholder which, together with its Affiliates and Permitted Transferees, holds less than 10% of the Company's Common Stockholders Shares as of immediately prior to such Transfer (other than pursuant to (i) a Public Sale, (ii) a Transfer to the Company, or (iii) a Transfer under Section 2(b), Section 2(d) or Section 3), the Stockholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to -------------------- --------------- the Company and each Significant Stockholder that it desires to Transfer Stockholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number to be transferred and the terms and conditions of the Transfer, including the proposed price per Stockholder Share of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Stockholder Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering a written notice of such election to Executive and the Investors Minority Transferor within 10 15 days after the Sale Transfer Notice has been delivered given to the Company. If for any reason the Company does not elect to purchase all of the Stockholder Shares to be transferred, the Significant Stockholder(s) shall be entitled to purchase the Stockholder Shares which the Company has not elected to purchase all of (the Executive Stock to be transferred"Available --------- Shares"), the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice Transfer ------ Notice, by delivering giving written notice of such election to Executive the Minority Transferor within 10 30 days after the Sale Transfer Notice has been given to the InvestorsSignificant Stockholder(s). If more than one Investor Significant Stockholder elects to purchase the Executive StockAvailable Shares, the shares of Executive Stock to be sold shall Available Shares will be allocated among the Investors such electing stockholders pro rata according to the number of shares of Common Stock Stockholder Shares owned by each Investor such electing stockholder. The closing of the purchase of any Stockholder Shares pursuant to this Section 2(c) shall take place within 60 days after the date on a fully-diluted basis. If neither which the parties to such purchase have been finally determined pursuant to this Section 2(c) which, in any event, shall be within 95 days after the Transfer Notice was delivered to the Company nor and the Investors Significant Stockholders. Notwithstanding the foregoing, if the Company and the Significant Stockholder(s) do not elect to purchase purchase, collectively, all of the shares Stockholder Shares of Executive Stock a class specified in the Sale Transfer Notice, Executive then the Minority Transferor may transfer all of the shares Stockholder Shares of Executive Stock such class specified in the Sale Transfer Notice at to the transferee(s) identified in the Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and on (ii) other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice Transfer Notice, during the 60-90- day period immediately following the Authorization Datedate on which the Transfer Notice has been given to the Company and the Significant Stockholder(s). Any shares of Executive Stock Stockholder Shares not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(cSection 2(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. (i) At least fifteen (15) days prior to any Transfer of Stockholder Shares (other than (i) a Transfer pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "TRANSFERRING HOLDER"), such Transferring Holder shall first offer to sell such Transferring Holder's Stockholder Shares by delivering a written notice (the "TRANSFER NOTICE") to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Stockholders hereunder, specifying in reasonable detail the number and class of shares to be Transferred, the identity of the prospective transferee(s), the closing date for the proposed Transfer, which date shall not be earlier than forty-five (45) days from the date of the Transfer Notice, and all material terms and conditions of the Transfer, which terms and conditions shall have been agreed upon by the prospective transferee(s). The Company Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate and the denominator of which is the total number of Stockholder Shares held by all the participating Investors), may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Stockholder Shares to be transferred upon at the same price and on the same terms and conditions as those set forth in the Sale Notice such Stockholder Shares are to be offered to such other Persons by delivering a written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled to purchase all of the Stockholder Shares which the Investors other than the Transferring Holder have not elected to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to Executive the Investors other than the Transferring Holder, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder within thirty (30) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has do not elected elect to purchase all of the Executive Stock Stockholder Shares to be transferred, the Investors may elect OEP shall be entitled to purchase all (but not less than all) of the Executive Stock to be transferred upon Available Securities at the same price and on the same terms and conditions as those set forth in the Sale Notice such Available Securities are to be offered to such other Persons by delivering giving written notice of such election to Executive the Investors other than the Transferring Holder and to the Transferring Holder and the Company within 10 forty-five (45) days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer Notice.

First Refusal Rights. At least 30 days prior to making any transfer other than an Exempt Transfer, the transferring Stockholder will deliver a written notice (the “Sale Notice”) to the Company and the other Stockholder (in the case of a proposed transfer by SCP, the BMP Investors shall collectively be deemed the other Stockholder and in the case of a proposed transfer by the BMP Investors, SCP shall be deemed the other Stockholder). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. The Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Restricted Securities to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors transferring Stockholder within 10 20 days after the receipt of the Sale Notice has been delivered to by the Company. If To the extent that the Company has not elected to purchase all of the Executive Stock Restricted Securities to be transferred, the Investors other Stockholder may elect to purchase all (but not less than all) of the Executive Stock Restricted Securities to be transferred which the Company has not elected to purchase, upon the same terms and conditions as those set forth in the Sale Notice Notice, by delivering a written notice of such election to Executive the Stockholder within 10 30 days after the receipt of the Sale Notice by the other Stockholder. Any Person who has the right to acquire Restricted Securities pursuant to this Section 6(b) will be given up to 20 days (after it has been given determined that such Person has such right) to consummate the Investorspurchase and sale of Restricted Securities (the “Authorization Period”). If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor and the Investors elect other Stockholder have not elected to purchase purchase, in the aggregate, all of the shares of Executive Stock Restricted Securities specified in the Sale Notice, Executive the transferring Stockholder may transfer the shares of Executive Stock Restricted Securities specified in the Sale Notice to the transferee (and not to any assignee) identified, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice Notice, during the 6020-day period immediately following the Authorization DatePeriod (or, if there is no Authorization Period, during the 50-day period immediately following the date of the Sale Notice); provided, that the transferee(s) thereof agree in writing to be bound by the provisions of this Agreement relating to Restricted Securities. Any shares of Executive Stock Restricted Securities not transferred within such 6020-day period shall will be subject to the provisions of this paragraph 4(cSection 6(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to --------------------- purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive Executive, each Manager and the Investors GTCR within 10 30 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Management may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive Executive, the Company and GTCR within 10 60 days after the Sale Notice has been given to the InvestorsManagement. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold Management's rights hereunder shall be allocated among the Investors Managers pro rata according to based on the number of shares of Common Stock owned by each Investor on a fully-diluted basisManager. If neither the Company nor and Management have not elected to purchase all of the Investors Executive Stock to be transferred, GTCR may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to Executive, the Company and each Manager within 90 days after the Sale Notice has been given to GTCR. If, the Company, Management or GTCR do not elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(c6(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. Any Shareholder desiring to transfer any shares of Shareholder Stock (other than pursuant to Section 2(c) below), shall, at least 120 days prior to making such transfer, deliver written notice (a "Sale Notice") to the Company and Dresxxx xxxclosing in detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. Such Shareholder agrees not to consummate any such transfer until the earlier to occur of (i) 120 days after the Sale Notice has been delivered to the Company and Dresxxx, xxd (ii) the date on which the parties to the transfer have been determined pursuant to this Section 2(b). The date of the first to occur of such events is referred to as the "Authorization Date". Within ninety (90) days of receiving such Sale Notice, the Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Shareholder Stock proposed to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the CompanyNotice. If the Company has does not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Shareholder Stock specified in the Sale Notice, Executive may transfer Dresxxx xxx elect to purchase any portion of such Shareholder that the Company elects not to purchase upon the same terms and conditions as set forth in the Sale Notice, provided that Dresxxx xxxifies such Shareholder of Dresxxx'x xxxction to purchase within the same 90-day period following receipt of the Sale Notice. If the Company and Dresxxx xxxether do not elect to purchase all of the shares of Executive Shareholder Stock specified in the Sale Notice Notice, such Shareholder may, during the 90 day Period immediately following the Authorization Date, transfer such shares of Shareholder Stock that the Company and Dresxxx xxxe not elected to purchase at a price and on terms no more favorable to the proposed transferee(s) thereof than specified in the Sale Notice during Notice; PROVIDED that prior to any such transfer, such transferee has agreed in writing to be bound by the 60-day period immediately following the Authorization Dateprovisions of this Agreement. Any shares of Executive Stockholders Stock not transferred within such 60-90 day period shall be subject to the provisions of this paragraph 4(cSection 2(b) upon a subsequent transfer. If the Company or any of the Investors have elected attempt by such Shareholder to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election PeriodShareholder Stock. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to right of first refusal provided in this Section 2(b) shall terminate upon the Company's consummation of a Qualified Public Offering.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.of

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and Executive, the Investors and Other Executives within 10 20 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors each Investor and each Other Executive may elect to purchase all (but not less than all) or any portion of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 40 days after the Sale Notice has been given to the InvestorsInvestors and each Other Executive. If more than one Investor elects the Investors and the Other Executives elect to purchase an aggregate number of any class of Executive Stock greater than the number of such class of Executive StockStock specified in the Sale Notice, the such number of shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to based upon the number of shares of Underlying Common Stock owned by each such Investor on and Other Executive (but in no event shall the pro rata share of any Investor or Other Executive result in such Investor or Other Executive acquiring a fully-diluted basisnumber of any class of Executive Stock in excess of the number of such class of Executive Stock requested by such Investor or Other Executive). If neither the Company nor nor, in the aggregate, the Investors and the Other Executives elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph Section 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyCompany with the balance, if any, subject to Section 3(f) (except "Subject Shares" shall be deemed to refer to "Executive Shares") by check or wire transfer of funds.

First Refusal Rights. At least sixty (60) days prior to making any Transfer of Shares (other than a Transfer pursuant to Section 3.3), the Purchaser will deliver a written notice (the "Sale Notice") to the Company. The Sale Notice will state the number of Shares to be Transferred, the identity of the proposed transferee, the terms and conditions of the proposed Transfer and that such proposed transferee is committed to acquire the stated number of Shares on the stated price, terms and conditions. The Company may elect to purchase all (but -------------------- not less than all) or a portion of the shares of Executive Stock Shares to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice (the "Purchase Notice") of such election to Executive and the Investors Purchaser within 10 sixty (60) days after its receipt of the applicable Sale Notice has been delivered to (the Company"Refusal Period"), which notice shall specify the time, place and date of settlement of such purchase. If the Company has does not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock Shares specified in the Sale Notice, Executive the Company may transfer assign such right to any third party provided that such right shall not extend beyond the shares Refusal Period. If exercised by an assignee pursuant hereto, the right to purchase shall be exercised by delivery to the Purchaser of Executive Stock a Purchase Notice signed by the exercising assignee, which notice shall specify the time, place and date for settlement of such purchase. The Purchaser shall sell to the Company or its assignees that number of Shares which either of them elects to purchase, such sale to be consummated within ninety (90) days after the date of the applicable Purchase Notice. If purchased by the Company, the purchase price of such Shares may be paid, at the option of the Company, in cash, Three Year Junior Notes (as defined in Section 7) or a combination thereof. If purchased by an assignee, the purchase price shall be paid in cash. If some or all of the Shares specified in the Sale Notice are not purchased by the Company or its assignee, the Purchaser may, subject to the provisions of Section 3.5, Transfer such Shares at a price and on terms no more favorable to the transferee(s) thereof than are specified in the Sale Notice during the sixty (60-) day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transferRefusal Period. If the Company or any of Purchaser does not consummate the Investors have elected to purchase shares of Executive Stock hereunderTransfer within such period, the transfer right of first refusal provided hereby shall be deemed to be revived and no Transfer of such shares shall Shares may be consummated as soon as practical after effected without first offering the delivery of Shares in accordance with the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Companyterms hereof.

First Refusal Rights. The Subject to Section 3(a) above, the Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Investor within 10 60 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors Investor may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisInvestor. If neither the Company nor the Investors elect Investor elects to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 3(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. (a) Prior to making any Transfer of Stockholder Shares (other than a Transfer pursuant to a Public Sale of the type referred to in clause (i) of the definition thereof or a Sale of the Company), any Stockholder (other than the Investors) desiring to make such Transfer (the "Transferring Stockholder") will give written notice (the "Sale Notice") to the Company, the Executives, the Class B Holder and the Investors (each a "Sale Notice Recipient", and collectively, the "Sale Notice Recipients"). The Company may elect Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to purchase all be transferred and the terms and conditions of the proposed transfer. Such Transferring Stockholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this Section 4 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the "Authorization Date"). (but -------------------- not less than all) of the shares of Executive Stock Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a giving written notice of such election to Executive and the Investors such Transferring Stockholder within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 25 days after the Sale Notice has been given to the InvestorsGTCR. If more than one Investor Other Sale Notice Recipient elects to purchase the Executive StockStockholder Shares to be transferred, the shares of Executive Stock Stockholder Shares to be sold shall be allocated among the Investors Other Sale Notice Recipients pro rata according to the number of shares of Common Stock owned by each Investor Other Sale Notice Recipient on a fully-fully diluted basis. If neither the Company nor the Investors Other Sale Notice Recipients elect to purchase all of the shares of Executive Stock Stockholder Shares specified in the Sale Notice, Executive the Transferring Stockholder may transfer the shares of Executive Stock Stockholder Shares specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock Stockholder Shares not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(c) Section 4 upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive the Transferring Stockholder to the Company.

First Refusal Rights. The Company Holdings may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive MCS, each Other Senior Manager and the Investors each Investor within 10 30 days after the Sale Notice has been delivered given to the CompanyHoldings. If the Company Holdings has not elected to purchase all of the Executive Stock Units to be transferredTransferred, the Other Senior Managers may elect to purchase all (but not less than all) of the Executive Units to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to MCS, Holdings and the Investors within 60 days after the Sale Notice has been given to the Other Senior Managers. The Other Senior Managers' rights hereunder shall be allocated among the Other Senior Managers pro rata based on the number of Common Units owned by each Other Senior Manager on a Fully Diluted Basis. If Holdings and the Other Senior Managers have not elected to purchase all of the Executive Units to be Transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock Units to be transferred Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive MCS, Holdings and each Other Senior Manager within 10 90 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive StockHoldings, the shares of Executive Stock to be sold shall be allocated among Other Senior Managers or the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors do not elect to purchase all of the shares of Executive Stock Units specified in the Sale Notice, MCS may Transfer the Executive may transfer the shares of Executive Stock Units specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6030-day period immediately following the Authorization Date. Any shares of Executive Stock Units not transferred Transferred within such 6030-day period shall will be subject to the provisions of this paragraph 4(cSection 1.4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyTransfer.

First Refusal Rights. (a) Prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of any Stockholder Shares by any of the Carryover Stockholders (other than pursuant to (i) the provisions of Section 4 hereof, (ii) a Public Sale or a Sale of the Company or (iii) a Permitted Transfer; provided that the restrictions contained in this Section 3 shall continue to be applicable to Stockholder Shares after a Permitted Transfer, and the transferees of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement), such Stockholder shall deliver a written notice (the "Sale Notice") to the Company, GTCR and Leeway, disclosing in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the transferring Stockholder and the Investors GTCR within 10 30 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock Stockholder Shares to be transferred, the Investors GTCR may elect to purchase all (but not less than all) of the Executive Stock Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive the transferring Stockholder within 10 45 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basisGTCR. If neither the Company nor the Investors GTCR elect to purchase all of the shares of Executive Stock Stockholder Shares specified in the Sale Notice, Executive the transferring Stockholder may transfer the shares of Executive Stock Stockholder Shares specified in the Sale Notice Notice, subject to the provisions of paragraph 3(b) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 6090-day period immediately following the Authorization Datedate on which the Sale Notice has been given to the Company and GTCR. Any shares of Executive Stock Stockholder Shares not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(c3(a) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and Executive, the Investors and Other Executives within 10 20 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors each Investor and each Other Executive may elect to purchase all (but not less than all) or any portion of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 40 days after the Sale Notice has been given to the InvestorsInvestors and each Other Executive. If more than one Investor elects the Investors and the Other Executives elect to purchase an aggregate number of any class of Executive Stock greater than the number of such class of Executive StockStock specified in the Sale Notice, the such number of shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to based upon the number of shares of Underlying Common Stock owned by each such Investor on and Other Executive (but in no event shall the pro rata share of any Investor or Other Executive result in such Investor or Other Executive acquiring a fully-diluted basisnumber of any class of Executive Stock in excess of the number of such class of Executive Stock requested by such Investor or Other Executive). If neither the Company nor nor, in the aggregate, the Investors and the Other Executives elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph Section 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyCompany with the balance, if any, subject to Section 3(f) (except "Subject Shares" shall be deemed to refer to "Executive Shares") by check or wire transfer of funds.

First Refusal Rights. At least 40 days prior to any Transfer of Minority Shares of a certain class (other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company, or (iii) a Transfer pursuant to Section 2(a), Section 2(c) or Section 3), the Stockholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company and the holder(s) of Willxx Xxxxx Xxxres that it desires to Transfer Stockholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number to be transferred and the terms and conditions of the Transfer, including the proposed price per Stockholder Share of such class. The Company may elect to purchase all (but -------------------- not less than all) or any portion of the shares of Executive Stock Minority Shares to be transferred transferred, upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering a written notice of such election to Executive and the Investors Minority Transferor within 10 15 days after the Sale Transfer Notice has been delivered given to the Company. If for any reason the Company does not elect to purchase all of the Minority Shares to be transferred, the holders of Willxx Xxxxx Xxxres shall be entitled to purchase the Minority Shares which the Company has not elected to purchase all of (the Executive Stock to be transferred"Available Shares"), the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice Transfer Notice, by delivering giving written notice of such election to Executive the Minority Transferor within 10 30 days after the Sale Transfer Notice has been given to the Investorsholder(s) of Willxx Xxxxx Xxxres. If more than one Investor holder of Willxx Xxxxx Xxxres elects to purchase the Executive StockAvailable Shares, the shares of Executive Stock to be sold shall Available Shares will be allocated among the Investors such electing holders pro rata according to the number of shares of Common Stock Stockholder Shares on a Fully-Diluted Basis owned by each Investor such electing holder. The closing of the purchase of any Minority Shares pursuant to this Section 2(b) shall take place within 60 days after the date on a fully-diluted basiswhich the parties to such purchase have been finally determined pursuant to this Section 2(b). If neither Notwithstanding the foregoing, if the Company nor and the Investors holders of Willxx Xxxxx Xxxres do not elect to purchase purchase, collectively, all of the shares Stockholder Shares of Executive Stock a class specified in the Sale Transfer Notice, Executive then the Minority Transferor may transfer all of the shares Stockholder Shares of Executive Stock such class specified in the Sale Transfer Notice at to the transferee(s) identified in the Transfer Notice for (i) an amount of consideration (whether in cash and/or property) which has a fair market value no less than the price specified in the Transfer Notice and on (ii) other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice Transfer Notice, during the 6090-day period immediately following the Authorization Datedate on which the Transfer Notice has been given to the Company and the holder(s) of Willxx Xxxxx Xxxres. Any shares of Executive Stock Minority Shares not transferred within such 6090-day period shall will be subject to the provisions of this paragraph 4(cSection 2(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. At least 60 days prior to making any transfer other than an Exempt Transfer, the Shareholder will deliver a written notice (the "Sale Notice") to the Company and the Lead Trivest Investor. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors Shareholder within 10 30 days after the receipt of the Sale Notice has been delivered to by the Company. If the Company has not elected to purchase all of the Executive shares of Shareholder Stock to be transferred, the Investors Lead Trivest Investor may elect to purchase all (but not less than all) of the Executive shares of Shareholder Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive the Shareholder within 10 60 days after the receipt of the Sale Notice by the Lead Trivest Investor. Any Person who has the right to acquire Shareholder Stock pursuant to this Section 4(b) will be given up to 60 days (after it has been given determined that such Person has such right) to consummate the Investors. If more than one Investor elects to purchase and sale of Shareholder Stock (the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis"Authorization Period"). If neither the Company nor the Investors elect Lead Trivest Investor has elected to purchase all of the shares of Executive Shareholder Stock specified in the Sale Notice, Executive the Shareholder may transfer the shares of Executive Shareholder Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization DatePeriod. Any shares of Executive Shareholder Stock not transferred within such 60-day period shall will be subject to the provisions of this paragraph 4(cSection 4(b) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

First Refusal Rights. The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and Executive, the Investors and Other Executives within 10 20 days after the Sale Notice has been delivered given to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors each Investor and each Other Executive may elect to purchase all (but not less than all) or any portion of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering giving written notice of such election to Executive within 10 40 days after the Sale Notice has been given to the InvestorsInvestors and each Other Executive. If more than one Investor elects the Investors and the Other Executives elect to purchase an aggregate number of any class of Executive Stock greater than the number of such class of Executive StockStock specified in the Sale Notice, the such number of shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to based upon the number of shares of Underlying Common Stock owned by each such Investor on and Other Executive (but in no event shall the pro rata share of any Investor or Other Executive result in such Investor or Other Executive acquiring a fully-diluted basisnumber of any class of Executive Stock in excess of the number of such class of Executive Stock requested by such Investor or Other Executive). If neither the Company nor nor, in the aggregate, the Investors and the Other Executives elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice Notice, subject to the provisions of Section 4(d) below, at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-60 day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-60 day period shall will be subject to the provisions of this paragraph Section 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanyCompany with the balance, if any, subject to Section 3(f) (except "Subject Shares" shall be deemed to refer to "Executive Shares") by check or wire transfer of funds.

First Refusal Rights. The Subject to Section 6(b), at least 30 days prior to the Transfer of an interest in any Company Securities (other than pursuant to an Exempt Transfer), each Securityholder who is not an Investor (the "Transferring Securityholder") shall deliver to the Secretary of the Board (and, in the case of a proposed Transfer of CPOs, to the Common Representative and each CPO Holder), and the Secretary of the Board or the Common Representative, as the case may elect to purchase all be, shall then promptly (but -------------------- not less than allin any event within 5 days) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered deliver to the Company. If other Securityholders a notice (the "Offer Notice") disclosing the number of Company has not elected to purchase all of the Executive Stock Securities to be transferred, the Investors proposed price, terms and conditions of the Transfer and the identity of the prospective transferee(s) who submitted the offer. The other Securityholders (on a pro rata basis) may elect to purchase all (but not less than all) of the Executive Stock Company Securities to be transferred upon on the same terms and conditions as those set forth in the Sale Offer Notice by delivering giving written notice of such election to Executive the Transferring Securityholder within 10 30 days after the Sale Offer Notice has been given to the InvestorsSecretary of the Board or Common Representative, as the case may be. If more than one Investor elects the other Securityholders elect to purchase the Executive Stockall such Company Securities hereunder, the shares Transfer of Executive Stock to be sold such Company Securities shall be allocated among consummated as soon as possible after the Investors pro rata according delivery of the election notice(s) to the number Transferring Securityholder, but in any event within 15 days after the expiration of shares of Common Stock owned by each Investor on a fullysuch 30-diluted basisday period. If neither the Company nor the Investors other Securityholders do not elect to purchase all of the shares of Executive Stock Company Securities specified in the Sale Offer Notice, Executive the remaining Company Securities shall be reoffered on a pro rata basis to those Securityholders electing to purchase offered Company Securities by delivery of an additional written notice. If within 10 days of the delivery of such additional notice the other electing Securityholders have not elected to purchase all of the Company Securities specified in the Offer Notice, the Transferring Securityholder may transfer the shares of Executive Stock Company Securities specified in the Sale Offer Notice to the transferee(s) specified in the Offer Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Offer Notice during for a period of no more than 60 days after the 60-day period immediately following 45 days after delivery of the Authorization DateOffer Notice. Any shares of Executive Stock Company Securities not transferred within such 60-day period shall be remain subject to the provisions of this paragraph 4(c) Section 6(c). Notwithstanding the foregoing, in the event that an electing Securityholder is not permitted under Mexican law to hold the amount or type of Company Securities to which such electing Securityholders would be entitled upon subsequent transfer. If the exercise of its rights under this Section 6(c), then the electing Securityholder shall have the right to designate another purchaser who would be qualified under Mexican law to purchase such Company Securities or, at the election of the electing Securityholder, the Company or any shall agree (to the extent permitted under Mexican law) to exchange such Company Securities to be purchased by the electing Securityholder (pursuant to the exercise of its rights under this paragraph Section 6(c)) for other securities of the Investors Company which have elected identical rights as such Company Securities being transferred except that, in order to purchase shares of Executive Stock hereundercomply with applicable law, the transfer voting rights of such shares securities shall be consummated as soon as practical after limited to the delivery minimum level necessary to effect such compliance. In the event of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price a substitution for such shares by offsetting amounts outstanding under securities of Series C Shares and Series N Shares, the Executive Note issued electing Securityholder agrees to deposit (or cause to be deposited) all of such Series C Shares and Series N Shares into the Company hereunder and any other bona fide debts owed by Executive to the CompanyNeutral Investment Trust in exchange for CPOs.

First Refusal Rights. 8.1 Prior to directly or indirectly (such as through a subsidiary or an affiliate) selling or offering to sell Applicable Paper to any person or entity (other than Buyer or Gaylxxx), Xeller shall deliver written notice (the "Sale Notice") to Gaylxxx xx facsimile addressed to Franx Xxxxxxxxxxx, Xxrector of Planning and Exchange Sales and Chucx Xxxxx, Xxnager, Customer Service and Business Logistics at (847) 000-0000 (xx any other person at any other facsimile number designated by Gaylxxx xx Seller upon 3 days written notice). The Company may elect to purchase all (but -------------------- not less than all) facsimile transmission of the shares of Executive Stock Sale Notice shall be confirmed by telephone message by Seller to be transferred Franx Xxxxxxxxxxx xx (847) 000-0000, xx in his absence to Chucx Xxxxx xx (847) 000-0000 (xx to such other person at such other number designated by Gaylxxx xx Seller upon 3 days written notice). The Sale Notice shall set forth in reasonable detail the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may proposed sale. Gaylxxx xxx elect to purchase all (but not less than all) of the Executive Stock Applicable Paper to be transferred purchased upon the same terms and conditions set forth in the Sale Notice(or, if less, at the prices determined in accordance with Section 7 herein) by delivering a written notice of such election to Seller by the end of the first business day following the business day on which Seller receives confirmation of proper transmission of such Sale Notice has been received by Buyer (which transmission shall be deemed proper if the requirements set forth in the second sentence of this Section 8.1 are complied with by Seller). In the event Gaylxxx xxxs not elect to purchase all of the Applicable Paper as those set forth in the Sale Notice by delivering written notice pursuant to the terms thereof or of this Section 8.1, Seller may sell such election Applicable Paper to Executive such person or entity as set forth in the applicable Sale Notice; provided that, if such sale is not consummated within 10 business days after the applicable Sale Notice has been given delivered to Gaylxxx, Xxller shall not sell such Applicable Paper to any person or entity (other than Buyer or Gaylxxx), xxcept pursuant to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified procedures set forth in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions first four sentences of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the CompanySection 8.1.