Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public Offering, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's election hereunder. If all of the securities offered to the holders of Investor Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 180-day period must be reoffered to the holders of Investor Stock pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (a) Except for the issuance of Common Stock, (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreementa public offering registered under the Securities Act, shares (ii) in connection with the acquisition of Class B Common pursuant to any another business (whether by a purchase of assets, purchase of stock, merger or otherwise) whereby the Corporation owns more than fifty percent (50%) of the Executive Stock Agreements contemplated herebyvoting power of such corporation, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant (iii) to Founding Stockholders or their designees until the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to Founding Stockholders and their designees shall hold in the Permitted Stock Option Plan, or aggregate 1,980,000 shares of Common Stock upon the exercise of such options(as adjusted for stock splits, or (c) any securities pursuant to a Public Offeringstock dividends, and recapitalizations), if the Company Corporation authorizes the issuance or and sale of any Shares (or any other shares of Common Stock common equity) or any securities containing options or rights to acquire any Shares (or any other shares of Common Stock (common equity), other than as a pro rata dividend on the outstanding Common Stock)Shares, the Company shall Corporation will first offer to sell to each holder of Investor Stock Stockholder a portion of such stock or securities equal Pro Rata According to the quotient determined by dividing (1) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstandingOwnership. Each holder of Investor Stock shall Stockholder will be entitled to purchase such stock or securities at the most favorable same price and on the most favorable same terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cashpersons. (iib) In order Subject to subparagraph (c) of this Section 3.2, each Stockholder must exercise its purchase rights hereunder, a holder of Investor Stock must hereunder within 30 45 days after receipt of written notice from the Company Corporation describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's Stockholder’s percentage allotment, deliver a written notice allotment Pro Rata According to the Company describing such holder's election hereunderOwnership. If all of the stock and securities offered to the holders of Investor Stock are Stockholders is not fully subscribed by such holdersthe Stockholders, the remaining stock and securities shall will be reoffered by the Company to the holders Stockholders purchasing their full allotment upon the terms set forth in this paragraphSection 3.2, except that such holders those Stockholders must exercise their purchase rights within five business ten days after receipt of such reoffer. (iiic) Notwithstanding subparagraph (b), above, a majority of the Board of Directors of the Corporation, which majority includes at least one Director designated by the New Stockholders, may fix such shorter period for the exercise of the Stockholder purchase rights under this Section 3.2 as they may deem in the best interests of the Corporation in subparagraphs (b) or (c). (d) Upon the expiration of the offering periods described above, the Company shall Corporation will be entitled free to sell such stock or securities which the holders of Investor Stock Stockholders have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersthe Stockholders. Any stock or securities offered or sold by the Company Corporation after such 18090-day period must be reoffered to the holders of Investor Stock Stockholders pursuant to the terms of this paragraphSection 3.2. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (i) Except for issuances of (aA) Common Stock (1) to the Company's directors, officers or employees under any stock option plan or employee stock ownership plan, (2) upon the exercise of a Warrant (or portion thereof) or any options, warrants or rights to acquire any shares of Class A Common Stock, (3) in connection with the acquisition (whether by a purchase of assets, purchase of stock, merger or otherwise) of another company or business by the Company or any of its Subsidiaries, (4) pursuant to this Agreementa public offering registered under the Securities Act (including a dividend reinvestment plan or a direct stock purchase plan), shares of Class B Common (5) pursuant to any purchase rights which are offered to all holders of Warrants or (6) upon the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporationdividend equivalent rights or (B) options, (b) options warrants or rights to acquire Common Stock pursuant to the Permitted Stock Option Plan, or any shares of Common Stock upon (including, but not limited to, dividend equivalent rights) which trigger an adjustment to the exercise of such options, or Exercise Price (cas defined in the Warrants) any securities pursuant to a Public OfferingSection 2 of the Warrants, if the Company authorizes after the date hereof the issuance or sale of any shares of Common Stock or any securities convertible into or containing options options, warrants or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock) (an "Issuance"), subject to the rules of the New York Stock Exchange the Company shall first offer to sell to each holder of Investor Underlying Common Stock a portion of such the stock or securities comprising such Issuance equal to the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock then outstandingon a fully diluted basis giving effect to all options, warrants and convertible securities and the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock. Each holder of Investor Underlying Common Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Underlying Common Stock shall be payable in cashcash or, to the extent otherwise required hereunder, notes issued by such holders. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Underlying Common Stock must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Underlying Common Stock are is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Underlying Common Stock have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Underlying Common Stock pursuant to the terms of this paragraph. (iv) The rights provisions of this paragraph 3H shall not apply to the issuance of Class B convertible preferred stock in March 1999 and shall terminate automatically and be of no further force and effect upon the termination of the holders of Investor Stock under this paragraph shall terminate upon Exercise Period (as defined in the consummation of a Public OfferingWarrants).

First Refusal Rights. (i1) Except for issuances the issuance of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompensatory Stock, (b) options to acquire Common Stock upon the conversion of the Preferred Stock, (c) Common Stock or other equity securities in connection with the acquisition of another business as contemplated by Section 4.F(8) or in a transaction approved by the holders of 66 2/3% of the Underlying Common Stock, (d) Common Stock upon exercise of the Warrants and (e) Common Stock pursuant to a public offering registered under the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public OfferingSecurities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Underlying Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock then outstandingand the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock. Each holder of Investor Underlying Common Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii2) In order to exercise its purchase rights hereunder, a holder of Investor Underlying Common Stock must must, within 30 21 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's its election hereunder. If not all of the stock and securities offered to the holders of Investor Underlying Common Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraphSection 4.L, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii3) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Underlying Common Stock have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Underlying Common Stock pursuant to the terms of this paragraph.Section 4.L. (iv4) The rights of the holders of Investor Stock under this paragraph Section 4.L shall terminate upon the consummation closing of a Public OfferingQualified IPO, as such term is defined in the Charter Amendment.

First Refusal Rights. Except for a Transfer of Securityholder Units by an Executive (which Transfers are governed by the Senior Management Agreements and the Management Contribution Agreements) or any Transfer of Class B Preferred Units, at least thirty (30) days prior to any Transfer of Covered Securities by any Securityholder which, together with its Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (other than (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public OfferingSale, if (ii) a Transfer to the Company authorizes the issuance Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or sale of any shares of Common Stock (iv) a Transfer pursuant to Section 3(a), Section 3(c) or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common StockSection 5 hereof), the Securityholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company shall first offer and each Significant Securityholder (which shall, for purposes of this subsection (b), include GTCR-CLC and each Investor other than any such Person that is the Minority Transferor hereunder) that it desires to sell to each holder of Investor Stock a portion Transfer Covered Securities of such stock or securities equal to class, specifying in reasonable detail the quotient determined by dividing (1) identity of the prospective transferee(s), the number of shares Covered Securities to be transferred and the terms and conditions of Investor Stock held the Transfer, including the proposed price per Covered Security 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 or any portion of the Covered Securities to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such holder by (2election to the Minority Transferor and each Significant Securityholder within 15 days after the Transfer Notice has been given to the Company. If for any reason the Company does not elect to purchase all of the Covered Securities to be transferred, the Significant Securityholder(s) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on Covered Securities which the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled Company has not elected to purchase or receive such stock or securities are required to also purchase other securities of (the Company"Available Securities"), the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on upon the same terms and conditions) that conditions as those set forth in the Transfer Notice, by giving written notice of such other Persons are required to purchase. The purchase price for all stock and securities offered election to the holders of Company and to the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must Minority Transferor within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice Transfer Notice has been given to the Company describing such holder's election hereunderand each Significant Securityholder. If more than one Significant Securityholder elects to purchase the Available Securities, the Available Securities will be allocated among such electing Securityholders (i) with respect to Available Securities that are Securityholder Units, pro rata according to the number of Securityholder Units of the applicable class owned by each such electing Securityholder on a Fully Diluted Basis or (ii) with respect to Available Securities that are CSC Securities, pro rata according to the number of Securityholder Units owned by each such Securityholder on a Fully Diluted Basis together with the number of Securityholder Units formerly held by each such Securityholder that were redeemed, surrendered or exchanged for CSC Securities the applicable Securityholder then owns. The closing of the purchase of any Covered Securities pursuant to this Section 3(b) shall take place within sixty (60) days after the date on which the parties to such purchase have been finally determined pursuant to this Section 3(b). Notwithstanding the foregoing, if the Company, and the Significant Securityholder(s) do not elect to purchase, collectively, all of the securities offered Covered Securities of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Covered Securities of such class specified in the Transfer Notice to the holders of Investor Stock are not fully subscribed by such holders, transferee(s) identified in the remaining stock Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the (ii) other terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers transferee(s) thereof than those offered to such holders. Any stock or securities offered or sold by specified in the Company after such 180Transfer Notice, during the 90-day period must be reoffered immediately following the date on which the Transfer Notice has been given to the holders of Investor Stock pursuant Company and the Significant Securityholder(s). Any Covered Securities not transferred within such 90-day period will be subject to the terms provisions of this paragraphSection 3(b) upon subsequent transfer. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (i) Except for issuances the issuance of Class A Common Stock (a) shares to the Company's employees, (b) in connection with the acquisition of another business, or (c) pursuant to a public offering registered under the Securities Act, if, at any time at and after the Class B Common Stock purchased hereunder is converted into Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any the terms of the Executive Stock Agreements contemplated herebyCharter Amendment, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public Offering, if the Company authorizes the issuance or sale of any shares of Class A Common Stock or any securities containing options or rights to acquire any shares of Class A Common Stock (other than as a pro rata dividend on the outstanding Common StockClass A Common), the Company Purchaser shall first offer be entitled to sell to each holder of Investor Stock purchase in such issuance or sale a portion of such stock or securities equal to the result obtained by multiplying the number of shares of such stock or other securities proposed to be issued and sold by the quotient determined by dividing (1) the aggregate number of shares of Investor Stock Class A Common held by such holder the Purchaser (on a fully diluted basis) by (2) the total number of shares of Investor Stock then outstandingClass A Common outstanding (on a fully diluted basis), including such shares held by the Purchaser. Each holder of Investor Stock The Purchaser shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered and sold to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock Purchaser shall be payable in cashaccordance with the terms of said offer in cash or, to the extent otherwise provided thereunder, notes issued by such holders. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock the Purchaser must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and other material terms, and such holder's percentage allotment, deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Stock are Purchaser is not fully subscribed by such holdersthe Purchaser, the remaining stock and securities may be purchased by Principals and other stockholders of the Purchaser if the Company is notified in writing, within the 15-day time period referred to in the previous sentence, as to the identity of such Principals and other stockholders and the amount of stock or other securities to be purchased by each such Principal and other stockholder; provided, however, that, unless the Company otherwise consents in writing in its sole discretion, no such Principal or other stockholder shall be reoffered by entitled to purchase any stock or securities from the Company unless such Principal or other stockholder is an "accredited investor" within the meaning of Regulation D under the Securities Act; and provided further, however, that the Company has been provided with documentation satisfactory to it (which shall, upon the Company's request, include an opinion of counsel reasonably satisfactory to the holders Company) that in purchasing their full allotment upon such stock or other securities, such Principal or other stockholder would not be usurping a corporate opportunity of the terms set forth Purchaser in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt contravention of such reofferapplicable law. (iii) Upon the expiration of the offering periods period described above, the Company shall be entitled to sell such stock or securities which the holders Purchaser (including the Principals and other stockholders of Investor Stock have the Purchasers) has not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Stock Purchaser pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock under this paragraph 3D shall terminate upon the consummation closing of an underwritten public offering of any class of the Company's common stock pursuant to a Public Offeringregistration statement filed by the Company with the Securities and Exchange Commission under the Securities Act, and such rights shall not apply to such offering.

First Refusal Rights. (ia) Except for issuances of Common Stock (ai) shares of Class A Common pursuant to this Agreementan Equity Incentive Plan, shares of Class B Common pursuant to any (ii) upon the conversion of the Executive Stock Agreements contemplated herebySeries A Preferred, or shares of Class B Common upon conversion of Class C Common into such Class B Common (iii) pursuant to the Certificate exercise or conversion of Incorporation, (b) options to acquire Common Stock pursuant to any warrants or convertible securities issued after the Permitted Stock Option Plan, or shares date hereof in compliance with the provisions of this paragraph 7 so long as the issuance of Common Stock upon the exercise or conversion thereof is in accordance with the original terms of such optionswarrants or convertible securities, (iv) as consideration in connection with the acquisition of another company or business, (cv) any securities pursuant to a Public Offering, or (vi) pursuant to an Option Adjustment Dividend, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities (including debt securities) containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding shares of Common Stock) or any securities exchangeable for or convertible into Common Stock (collectively, "SECURITIES"), the Company shall first offer to sell to each holder Investor, pro rata based upon such Investor's ownership of Investor Common Stock (including shares of Common Stock issuable upon conversion of the Series A Preferred), a portion of such stock or securities Securities equal to the quotient determined by dividing lesser of (1A) one-third of the aggregate Securities to be issued, and (B) the number collective percentage ownership of outstanding Common Stock (including shares of Investor Common Stock issuable upon conversion of the Series A Preferred) of all Investors, and shall offer to sell to each Designated Other Stockholder, so long as such Designated Other Stockholder holds at least 50% of the Stockholder Shares held by such holder by Designated Other Stockholder as of the date hereof, pro rata based upon such Designated Other Stockholder's ownership of Common Stock (2) the total number of including shares of Investor Common Stock then outstandingissuable upon conversion of the Existing Preferred), all of the Securities to be issued other than those to be offered to the Investors pursuant to clause (A) immediately above. Each holder of Investor Stock and Designated Other Stockholder shall be entitled to purchase all or any portion of its allotment of such stock or securities Securities at the most favorable price and on the most favorable terms as such stock or securities Securities are to be offered to any other Persons; provided that PROVIDED THAT if all Persons entitled to purchase or receive such stock or securities Securities are required to also purchase other securities of the Company, the holders of Investor Stock Investors and/or Designated Other Stockholders exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities Securities offered to the holders of Investors and the Investor Stock Designated Other Stockholders shall be payable in cashcash or, to the extent otherwise consistent with the terms offered to any other Persons, installments over time. (iib) In order to exercise its purchase rights hereunder, a holder of an Investor Stock or Designated Other Stockholder, as the case may be, must within 30 20 days after receipt of written notice from the Company describing in reasonable detail the stock or securities Securities being offered, the purchase price thereof, the payment terms and such holderInvestor's or Designated Other Stockholder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the securities Securities offered to the holders of Investor Stock Investors and the Designated Other Stockholders are not fully subscribed by such holdersStockholders, the remaining stock and securities Securities shall be reoffered by the Company to the holders Investors and the Designated Other Stockholders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business (5) days after receipt of such reoffer. (iiic) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities Securities which the holders of Investor Stock Investors and the Designated Other Stockholders have not elected to purchase during the 180 60 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities Securities offered or sold by the Company after such 18060-day period must be reoffered to the holders of Investor Stock Investors and the Designated Other Stockholders pursuant to the terms of this paragraph. (ivd) The rights provisions of the holders of Investor Stock under this paragraph 7 shall terminate upon the consummation of a Qualified Public OfferingOffering or a Sale of the Company.

First Refusal Rights. (i) Except for issuances the issuance of Common Stock (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompany's employees, (b) options to acquire Common Stock pursuant to in connection with the Permitted Stock Option Plan, or shares acquisition of Common Stock upon the exercise of such optionsanother business, or (c) any securities pursuant to a Public Offeringpublic offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock Purchaser a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Common Stock held by such holder Purchaser by (2) the sum of the total number of shares of Investor Common Stock then outstandingheld by the Purchasers and the number of shares of Common Stock outstanding which are not held by the Purchasers. Each holder of Investor Stock Purchaser shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders Purchasers of the Investor Common Stock shall be payable in cashaccordance with the terms and conditions of said offer in cash or, to the extent otherwise provided thereunder, notes issued by such holders. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock Purchaser must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Stock are Purchasers is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders Purchasers purchasing their full allotment upon the terms set forth in this paragraph, except that such holders Purchasers must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock Purchasers have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Stock Purchasers pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation closing of an underwritten public offering of Common Stock pursuant to a Public Offeringregistration statement filed by the Company with the Securities and Exchange Commission under the Securities Act resulting in gross proceeds to the Company of at least $10 million.

First Refusal Rights. Except for a Transfer of Securityholder Units by an Executive (which Transfers are governed by the Senior Management Agreements and the Management Contribution Agreements) or any Transfer of Class B Preferred Units, at least thirty (30) days prior to any Transfer of Covered Securities by any Securityholder which, together with its Permitted Transferees, holds less than the Threshold Amount of a class of Covered Securities as of immediately prior to such Transfer (other than (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public OfferingSale, if (ii) a Transfer to the Company authorizes the issuance Company, (iii) a Transfer of Securityholder Units pursuant to a Senior Management Agreement, or sale of any shares of Common Stock (iv) a Transfer pursuant to Section 3(a), Section 3(c) or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common StockSection 5 hereof), the Securityholder making such Transfer (the “Minority Transferor”) shall deliver a written notice (the “Transfer Notice”) to the Company shall first offer and each Significant Securityholder (which shall, for purposes of this subsection (b), include GTCR-CLC and each Investor other than any such Person that is the Minority Transferor hereunder) that it desires to sell to each holder of Investor Stock a portion Transfer Covered Securities of such stock or securities equal to class, specifying in reasonable detail the quotient determined by dividing (1) identity of the prospective transferee(s), the number of shares Covered Securities to be transferred and the terms and conditions of Investor Stock held the Transfer, including the proposed price per Covered Security 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 or any portion of the Covered Securities to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such holder by (2election to the Minority Transferor and each Significant Securityholder within 15 days after the Transfer Notice has been given to the Company. If for any reason the Company does not elect to purchase all of the Covered Securities to be transferred, the Significant Securityholder(s) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on Covered Securities which the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled Company has not elected to purchase or receive such stock or securities are required to also purchase other securities of (the Company“Available Securities”), the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on upon the same terms and conditions) that conditions as those set forth in the Transfer Notice, by giving written notice of such other Persons are required to purchase. The purchase price for all stock and securities offered election to the holders of Company and to the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must Minority Transferor within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice Transfer Notice has been given to the Company describing such holder's election hereunderand each Significant Securityholder. If more than one Significant Securityholder elects to purchase the Available Securities, the Available Securities will be allocated among such electing Securityholders (i) with respect to Available Securities that are Securityholder Units, pro rata according to the number of Securityholder Units of the applicable class owned by each such electing Securityholder on a Fully Diluted Basis or (ii) with respect to Available Securities that are CSC Securities, pro rata according to the number of Securityholder Units owned by each such Securityholder on a Fully Diluted Basis together with the number of Securityholder Units formerly held by each such Securityholder that were redeemed, surrendered or exchanged for CSC Securities the applicable Securityholder then owns. The closing of the purchase of any Covered Securities pursuant to this Section 3(b) shall take place within sixty (60) days after the date on which the parties to such purchase have been finally determined pursuant to this Section 3(b). Notwithstanding the foregoing, if the Company, and the Significant Securityholder(s) do not elect to purchase, collectively, all of the securities offered Covered Securities of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Covered Securities of such class specified in the Transfer Notice to the holders of Investor Stock are not fully subscribed by such holders, transferee(s) identified in the remaining stock Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the (ii) other terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers transferee(s) thereof than those offered to such holders. Any stock or securities offered or sold by specified in the Company after such 180Transfer Notice, during the 90-day period must be reoffered immediately following the date on which the Transfer Notice has been given to the holders of Investor Stock pursuant Company and the Significant Securityholder(s). Any Covered Securities not transferred within such 90-day period will be subject to the terms provisions of this paragraphSection 3(b) upon subsequent transfer. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (i1) Except for issuances the issuance of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompensatory Stock, (b) options to acquire Common Stock upon the conversion of the Preferred Stock, (c) Common Stock or other equity securities in connection with the acquisition of another business as contemplated by Section 4.E(8) or in a transaction approved by the holders of 66 2/3% of the Underlying Common Stock, (d) Common Stock upon exercise of the Warrants and (e) Common Stock pursuant to a public offering registered under the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public OfferingSecurities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Underlying Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock then outstandingand the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock. Each holder of Investor Underlying Common Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii2) In order to exercise its purchase rights hereunder, a holder of Investor Underlying Common Stock must must, within 30 21 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's its election hereunder. If not all of the stock and securities offered to the holders of Investor Underlying Common Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraphSection 4.K, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii3) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Underlying Common Stock have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Underlying Common Stock pursuant to the terms of this paragraph.Section 4.K. (iv4) The rights of the holders of Investor Stock under this paragraph Section 4.K shall terminate upon the consummation closing of a Public OfferingQualified IPO, as such term is defined in the Charter Amendment.

First Refusal Rights. (ia) Except for issuances of (ai) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant issued to the Certificate Company's employees upon exercise of Incorporation, stock options (b) provided that this exception shall apply only with respect to stock options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or for no more than 250,000 shares of Common Stock in the aggregate, as equitably adjusted for stock dividends, stock splits, combinations of shares or recapitalizations occurring after the date hereof), (ii) Common Stock issued upon the conversion of the Preferred Stock or the exercise of such optionsthe Warrants, (iii) Common Stock issued to the seller in connection with the acquisition of another company or business, (civ) any securities Common Stock issued pursuant to a Public Offeringpublic offering registered under the Securities Act, (v) warrants and the Common Stock issuable thereunder (and securities issuable pursuant thereto) granted or sold in connection with the refinancing of the Senior Debt and/or Subordinated Debt to the lender or lenders providing the new debt, if the Company authorizes the issuance or sale of any shares of Common Stock equity securities or any securities containing options or rights to acquire any shares of Common Stock equity securities (other than as a pro rata dividend on the outstanding Common Stock)) or (vi) Preferred Stock issued upon exercise of the Series A Warrants or the Warrants, the Company shall first offer to sell to each holder of Investor Stock Stockholder Shares a portion of such stock or equity securities of the Company equal to the quotient determined by dividing (1) the number of shares of Investor Stock Stockholder Shares held by such holder by (2) the total number of shares of Investor Stock then outstandingStockholder Shares. Each holder of Investor Stock Stockholder Shares shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock Stockholder Shares exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock Stockholder Shares shall be payable in cashcash or, to the extent otherwise required hereunder, notes issued by such holders. (iib) In order to exercise its purchase rights hereunder, a holder of Investor Stock Stockholder Shares must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Stock are Stockholder Shares is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iiic) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock Stockholder Shares have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must first be reoffered to the holders of Investor Stock Stockholder Shares pursuant to the terms of this paragraph. (ivd) The rights of the holders of Investor Stock Stockholder Shares under this paragraph shall terminate upon the consummation of a Qualified Public Offering. (e) The rights of the holders of Stockholder Shares under this paragraph 11 may be amended and waived with respect to all such Persons by the holders of a majority of the Stockholder Shares.

First Refusal Rights. (ia) Except for issuances of Common Stock (ai) shares of Class A Common pursuant to this Agreementan Equity Incentive Plan, shares of Class B Common pursuant to any (ii) upon the conversion of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationPreferred Stock, (biii) options to acquire Common Stock pursuant to as consideration in connection with the Permitted Stock Option Plan, acquisition of another company or shares of Common Stock upon the exercise of such options, business or (civ) any securities pursuant to a Public Offeringpublic offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing (including debt securities) containing, or coupled with, warrants, options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding shares of Common Stock) or any securities exchangeable for or convertible into Common Stock other than issuances of Common Stock or Preferred Stock upon conversion of the Company from a limited liability company to a corporation (collectively, “Securities”), the Company shall first offer to sell to the Founding Stockholder and each holder of Investor Stock a portion of such stock or securities Securities equal to the quotient determined by dividing (1A) the number of shares of Investor Common Stock held by such holder (including shares of Common Stock issuable upon conversion of the Preferred Stock) by (2B) the total number of shares of Investor Common Stock then outstandingoutstanding (including shares of Common Stock issuable upon conversion of the Preferred Stock and shares reserved for issuance under Equity Incentive Plans). Each holder of Investor Stock Stockholder shall be entitled to purchase all or any portion of its allotment of such stock or securities Securities at the most favorable price and on the most favorable terms as such stock or securities Securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities Securities are required to also purchase other securities of the Company, the holders of Investor Stock Stockholders exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities Securities offered to the holders of the Investor Stock Stockholders shall be payable in cashcash or, to the extent otherwise consistent with the terms offered to any other Persons, installments over time (which may, but does not to, be evidenced by a seller note). In connection with a Stockholder’s right to purchase shares of Class A Common Stock, each Stockholder shall have the right to elect to substitute (on a one-for-one basis) shares of Class B Common Stock for all or any portion of such shares of Class A Common Stock that such Stockholder would otherwise be entitled to purchase hereunder. (iib) In order to exercise its purchase rights hereunder, a holder of Investor Stock Stockholder must within 30 20 days after receipt of written notice from the Company describing in reasonable detail the stock or securities Securities being offered, the purchase price thereof, the payment terms and such holder's Stockholder’s percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the securities Securities offered to the holders of Investor Stock Stockholders are not fully subscribed by such holdersStockholders, the remaining stock and securities Securities shall be reoffered by the Company to the holders Stockholders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business (5) days after receipt of such reoffer. (iiic) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities Securities which the holders of Investor Stock Stockholders have not elected to purchase during the 180 60 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities Securities offered or sold by the Company after such 18060-day period must be reoffered to the holders of Investor Stock Stockholders pursuant to the terms of this paragraph. (ivd) The rights provisions of the holders of Investor Stock under this paragraph 7 shall terminate upon the consummation of a an Initial Public Offering.

First Refusal Rights. (i) Except for (A) issuances of Common Stock (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompany's - employees, directors, consultants and advisors for incentive purposes, (b) options to acquire Common Stock pursuant to upon the Permitted Stock Option Planconversion of the Series A Preferred, the Series B Preferred or shares of Common Stock the Series C Preferred or upon the exercise of such optionsthe Warrants, (c) in connection with the acquisition of another company or business as contemplated by paragraph 3D(viii), (d) pursuant to the exercise of any other option, warrant, right or convertible security outstanding on the date hereof, or (ce) any securities pursuant to a Public Offeringpublic offering registered under the Securities Act, and (B) issuances of Series C - Preferred Stock upon issuance of payment in kind dividends to the holders of the Series C Preferred, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock Series C Preferred who is then an accredited investor (as defined in Rule 501(a) under the Securities Act) a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock then held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock and the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock and the number of shares of Common Stock then outstandingissuable upon the exercise of all options, warrants, rights or conversion rights then outstanding or reserved for issuance. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock Series C Preferred shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock Series C Preferred must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Stock are Series C Preferred is not fully subscribed by such holders, the remaining stock and securities shall be reoffered re-offered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reofferre-offer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock Series C Preferred have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered re-offered to the holders of Investor Stock Series C Preferred pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock Series C Preferred under this paragraph shall terminate upon the consummation effectiveness of a Public Offeringregistration statement filed by the Company with the Securities and Exchange Commission under the Securities Act with respect to an offering of Common Stock underwritten by an investment bank with a national reputation; provided that if the registration statement is withdrawn or abandoned before any shares of Common Stock are sold thereunder, the provisions of this paragraph shall remain in effect.

First Refusal Rights. (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant Prior to the Certificate completion of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Qualified Public Offering, if the Company or any of its Subsidiaries authorizes the issuance or sale of any shares Equity Securities of Common Stock the Company or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock)such Subsidiary, the Company shall first offer to sell deliver a written notice to each holder of Investor Underlying Common Stock and Wils▇▇ (▇) describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment and other terms of purchase thereof and (ii) offering to sell to such holder a portion of such stock or securities Equity Securities equal to the quotient determined by dividing (1) the number of shares of Investor Stock Underlying Common Stock, or, in the case of Wils▇▇, ▇▇mmon Stock, held by such holder by (2) the total number of shares of Investor Underlying Common Stock then outstandingand the number of shares of Common Stock held by Wils▇▇. Each ▇▇ls▇▇ ▇▇▇ each holder of Investor Underlying Common Stock (or an Affiliate of any such holder designated by such holder), shall be entitled to purchase such stock or securities Equity Securities at the price most favorable price to a purchaser thereof and on the terms most favorable terms to a purchaser thereof as such stock or securities Equity Securities are to be offered to any other PersonsPerson; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities that, at the request of the Companyany holder of Investor Underlying Common Stock, the holders of Investor Stock exercising their Company shall offer to such holder Equity Securities which have no voting rights pursuant to this paragraph shall also be required to purchase the same strip of and are convertible into voting securities (on the same terms and conditions) that such as the Class B Common Stock or the Class C Common Stock is convertible into Class A Common Stock but which are otherwise identical (other Persons are than for any changes required to purchaseavoid a "Regulatory Problem" as such term is defined in the Certificate of Incorporation) to the Equity Securities being offered (or, if the Equity Securities to be offered are nonvoting but convertible into or exercisable or exchangeable for voting securities, the Company shall offer to any such holder Equity Securities which are convertible into voting securities on the same terms as the Class B Common Stock or Class C Common Stock, as applicable, is convertible into Class A Common Stock). The purchase price for all stock and securities Equity Securities offered to Wils▇▇ ▇▇▇ the holders of the Investor Underlying Common Stock shall be payable in cash. (ii) In order cash or, to exercise its purchase rights the extent otherwise required hereunder, a holder of Investor Stock must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's election hereunder. If all of the securities offered to the holders of Investor Stock are not fully subscribed notes issued by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reofferofferees. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 180-day period must be reoffered to the holders of Investor Stock pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (i) Except for issuances the issuance of Common Stock (a) shares in connection with the duly authorized acquisition of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporationanother business, (b) options to acquire Common constituting a duly authorized dividend, (c) upon conversion of any share of the Series B Preferred Stock or the Preferred Stock, (d) pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, warrants and other securities outstanding as of the date hereof or (ce) any securities pursuant to a Public Offeringpublic offering registered under the Securities Act which yields gross proceeds to the Company of not less than $25 million and which represents a valuation of the Company of not less than $60 million, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock the Purchaser a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor capital stock of the Company (including, without limitation shares of Series B Preferred Stock, Preferred Stock and Underlying Common Stock) held by such holder Purchaser by (2) the total number of shares of Investor the Company's Common Stock then issued and outstanding, presuming, for the purposes of this calculation, that all shares of the Company's preferred stock issued and outstanding at the time of such determination shall be treated as if such shares had been converted into shares of Common Stock according to the terms thereof. Each holder of Investor Stock The Purchaser shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Preferred Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must the Purchaser must, within 30 nine business days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's its election hereunder, including a statement of the maximum number of shares such holder is willing to purchase. If all of the stock and securities offered to the Purchaser and the other holders of Investor Stock securities of the Company having rights of first refusal (the "Other Holders") are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company allocated pro rata to the those holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their who indicated they would purchase rights within five business days after receipt of such reoffermore than shares they received. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock Purchaser and the Other Holders have not elected to purchase during the 180 60 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18060-day period must be reoffered to the holders of Investor Stock Purchaser and the Other Holders pursuant to the terms of this paragraph. (iv) The As reflected in the Capitalization Table (as defined below), the Company (a) either has issued or will issue 1,300,000 shares of the Series B Preferred to Lexis-Nexis Group and, conditioned upon achievement of certain revenue thresholds, an aggregate of up to 500,000 shares of Common Stock and (b) plans to issue up to an aggregate of 1,000,000 shares of the Series C Preferred, which shares of Series C Preferred will not be issued on terms more favorable than the terms pursuant to which the Purchaser is acquiring the Preferred Stock hereunder. Notwithstanding its rights of first refusal granted in this Sections 3J, 3M and 3N, Purchaser hereby waives any rights of first refusal it may have to participate in the holders of Investor Stock under transactions described in this paragraph shall terminate upon the consummation of a Public OfferingSection 3J(iv).

First Refusal Rights. (i) Except for issuances of Common Stock or Series B Preferred (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompany's employees, directors, consultants and advisors for incentive purposes, (b) options to acquire Common Stock pursuant to upon the Permitted Stock Option Plan, conversion of the Series A Preferred and the Series B Preferred or shares of Common Stock upon the exercise of such optionsthe Warrant, or (c) in connection with the acquisition of another company or business as contemplated by paragraph 3D(viii), (d) upon issuance of payment in kind dividends to the holders of the Series B Preferred, (e) pursuant to the exercise of any securities other option, warrant, right or convertible security outstanding on the date hereof or (f) pursuant to a Public Offeringpublic offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Stock Series B Preferred who is then an accredited investor (as defined in Rule 501(a) under the Securities Act) a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Under lying Common Stock then held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock and the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock and the number of shares of Common Stock then outstandingissuable upon the exercise of all options, warrants, rights or conversion rights then outstanding or reserved for issuance. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock Series B Preferred shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock Series B Preferred must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Stock are Series B Preferred is not fully subscribed by such holders, the remaining stock and securities shall be reoffered re-offered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reofferre-offer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock Series B Preferred have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered re-offered to the holders of Investor Stock Series B Preferred pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock Series B Preferred under this paragraph shall terminate upon the consummation effectiveness of a Public Offeringregistration statement filed by the Company with the Securities and Exchange Commission under the Securities Act with respect to an offering of Common Stock underwritten by an investment bank with a national reputation; provided that if the registration statement is withdrawn or abandoned before any shares of Common Stock are sold thereunder, the provisions of this paragraph shall remain in effect.

First Refusal Rights. At least 20 business 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 pursuant to (i) Except for issuances of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant a Transfer to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such optionsCompany, or (cii) any securities pursuant to a Public OfferingTransfer under Section 4(b), if the Company authorizes the issuance Section 4(d) or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common StockSection 5), the Stockholder making such Transfer (the "Minority Transferor") shall deliver a written notice (the "Transfer Notice") to the Company and each Stockholder which, together with its Affiliates and Permitted Transferees, holds at least 25% of the Stockholder Shares as of immediately prior to such Transfer (a "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 first offer be payable solely in cash at the closing of the transaction or in installments over time). The Company (or its designee) may elect to sell to each holder of Investor Stock a purchase all or any portion of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such stock or securities equal election to the quotient determined by dividing Minority Transferor within 8 business days after the Transfer Notice has been given to the Company (1the "Company Exercise Period"). If for any reason the Company does not elect to purchase (directly or through its designee) all of the number of shares of Investor Stock held by such holder by Stockholder Shares to be transferred, the Significant Stockholder(s) (2or its designee) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on Stockholder Shares which the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled Company has not elected to purchase or receive such stock or securities are required to also purchase other securities of (the Company"Available Shares"), the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on upon the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's election hereunder. If all of the securities offered to the holders of Investor Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms conditions as those set forth in this paragraphthe Transfer Notice, except that by giving written notice of such holders must exercise their purchase rights election to the Minority Transferor within five 8 business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described aboveCompany Exercise Period (the "Significant Stockholder Exercise Period"). If more than one Significant Stockholder elects to purchase the Available Shares, the Company Available Shares will be allocated among such electing stockholders pro rata according to the number of Stockholder Shares owned by each such electing Significant Stockholder. The closing of the purchase of any Stockholder Shares pursuant to this Section 4(c) shall take place within 60 days after the expiration of the Significant Stockholder Exercise Period, which, in any event, shall be entitled within 90 days after the Transfer Notice was delivered to sell the Company and the Significant Stockholders. Notwithstanding the foregoing, if the Company and the Significant Stockholder(s) (together with their respective designees) do not elect to purchase, collectively, all of the Stockholder Shares of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Stockholder Shares of such stock or securities which class specified in the holders of Investor Stock have not elected Transfer Notice to purchase during the 180 days following such expiration on transferee(s) identified in the Transfer Notice (i) for a price no less than the price specified in the Transfer Notice and (ii) upon other terms and conditions no more favorable to the purchasers transferee(s) thereof than those offered to such holders. Any stock or securities offered or sold by specified in the Company after such 180Transfer Notice, during the 90-day period must be reoffered immediately following the date on which the Transfer Notice has been given to the holders of Investor Stock pursuant Company and the Significant Stockholder(s). Any Stockholder Shares not transferred within such 90-day period will be subject to the terms provisions of this paragraphSection 4(c) upon subsequent transfer. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.

First Refusal Rights. (i) Except for issuances of Common Stock (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of as otherwise contemplated herein or in the Executive Stock Agreements contemplated hereby, Borrowing Agreement or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public Offeringpublic offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Underlying Common Stock and Executive Stock a portion of such stock or securities equal to the product of the aggregate amount of such stock or securities authorized for sale multiplied by the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock or Executive Stock held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock then outstandingand Executive Stock and the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock or Executive Stock. Each holder of Investor Underlying Common Stock and Executive Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Underlying Common Stock or Executive Stock must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing such holder's its election hereunder. If all of the stock and securities offered to the holders of Investor Underlying Common Stock are and Executive Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Underlying Common Stock and Executive Stock have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Underlying Common Stock and Executive Stock pursuant to the terms of this paragraph. (iv) The rights of the holders of Investor Stock under this paragraph and paragraph 3M shall terminate upon the consummation of a Qualified Public Offering.

First Refusal Rights. (i1) Except for issuances the issuance of (a) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant to the Certificate of IncorporationCompensatory Stock, (b) options to acquire Common Stock upon the conversion of the Series A Preferred, (c) Common Stock upon exercise of the Warrants, (d) Common Stock or other equity securities in connection with the acquisition of another business as contemplated by Section 4.F(8) or in a transaction approved by the holders of 66 2/3% of the Underlying Common Stock and (e) Common Stock pursuant to a public offering registered under the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such options, or (c) any securities pursuant to a Public OfferingSecurities Act, if the Company authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Investor Underlying Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Investor Underlying Common Stock held by such holder by (2) the sum of the total number of shares of Investor Underlying Common Stock then outstandingand the number of shares of Common Stock outstanding which are not shares of Underlying Common Stock. Each holder of Investor Underlying Common Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and securities offered to the holders of the Investor Stock shall be payable in cash. (ii2) In order to exercise its purchase rights hereunder, a holder of Investor Underlying Common Stock must must, within 30 21 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing such holder's its election hereunder. If not all of the stock and securities offered to the holders of Investor Underlying Common Stock are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this paragraphSection 4.L, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii3) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Underlying Common Stock have not elected to purchase during the 180 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 18090-day period must be reoffered to the holders of Investor Underlying Common Stock pursuant to the terms of this paragraph.Section 4.L. (iv4) The rights of the holders of Investor Stock under this paragraph Section 4.L shall terminate upon the consummation closing of a Public OfferingQualified IPO, as such term is defined in the Charter Amendment.

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) Except for issuances of a Public Sale, (aii) shares of Class A Common pursuant to this Agreement, shares of Class B Common pursuant to any of the Executive Stock Agreements contemplated hereby, or shares of Class B Common upon conversion of Class C Common into such Class B Common pursuant a Transfer to the Certificate of Incorporation, (b) options to acquire Common Stock pursuant to the Permitted Stock Option Plan, or shares of Common Stock upon the exercise of such optionsCompany, or (ciii) any securities pursuant to a Public OfferingTransfer under Section 2(b), if the Company authorizes the issuance Section 2(d) or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a pro rata dividend on the outstanding Common StockSection 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 first offer be payable solely in cash at the closing of the transaction or in installments over time). The Company may elect to sell to each holder of Investor Stock a purchase all or any portion of the Stockholder Shares to be transferred, upon the same terms and conditions as those set forth in the Transfer Notice, by delivering a written notice of such stock or securities equal election to the quotient determined by dividing (1Minority Transferor within 15 days after the Transfer Notice has been 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) the number of shares of Investor Stock held by such holder by (2) the total number of shares of Investor Stock then outstanding. Each holder of Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on Stockholder Shares which the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled Company has not elected to purchase or receive such stock or securities are required to also purchase other securities of (the Company"Available Shares"), the holders of Investor Stock exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on upon the same terms and conditions) that conditions as those set forth in the Transfer Notice, by giving written notice of such other Persons are required to purchase. The purchase price for all stock and securities offered election to the holders of the Investor Stock shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, a holder of Investor Stock must Minority Transferor within 30 days after receipt of written notice from the Company describing in reasonable detail Transfer Notice has been given to the stock or securities being offeredSignificant Stockholder(s). If more than one Significant Stockholder elects to purchase the Available Shares, the Available Shares will be allocated among such electing stockholders pro rata according to the number of Common Stockholder Shares owned by each such - 4 - 5 electing stockholder. The closing of the purchase price thereofof any Stockholder Shares pursuant to this Section 2(c) shall take place within 60 days after the date on 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 payment terms and such holder's percentage allotment, deliver a written notice Transfer Notice was delivered to the Company describing such holder's election hereunderand the Significant Stockholders. If Notwithstanding the foregoing, if the Company and the Significant Stockholder(s) do not elect to purchase, collectively, all of the securities offered Stockholder Shares of a class specified in the Transfer Notice, then the Minority Transferor may transfer all of the Stockholder Shares of such class specified in the Transfer Notice to the holders of Investor Stock are not fully subscribed by such holders, transferee(s) identified in the remaining stock Transfer Notice for (i) a price no less than the price specified in the Transfer Notice and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the (ii) other terms set forth in this paragraph, except that such holders must exercise their purchase rights within five business days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Investor Stock have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers transferee(s) thereof than those offered to such holders. Any stock or securities offered or sold by specified in the Company after such 180Transfer Notice, during the 90-day period must be reoffered immediately following the date on which the Transfer Notice has been given to the holders of Investor Stock pursuant Company and the Significant Stockholder(s). Any Stockholder Shares not transferred within such 90-day period will be subject to the terms provisions of this paragraphSection 2(c) upon subsequent transfer. (iv) The rights of the holders of Investor Stock under this paragraph shall terminate upon the consummation of a Public Offering.