Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) If3.1.1 No Party may transfer all or part of his shares, prior for consideration and/or without consideration and/or by any other means, unless first offering such shares to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all each of the Shares standing in Seller'sParties to this Agreement (hereinafter: “the Offerees”) and each of the Offerees shall have the preemptive right, Seller shall first offer such Shares subject to the Company conditions of the right of first refusal, to purchase such offered shares. 3.1.2 The offer will be made in accordance with writing and sent by registered mail and email to the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Sharesaddressee’s address and set forth the number of shares offered for sale or transfer, (2) the name and address of the person or corporation to whom the proposing shareholder wishes to sell or transfer the offered shares, the proposed payment amount offered for the purchase of the proposed transfereeshares, the payment term and any other relevant information (3) hereinafter, in this section: “the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such SharesOffer”). 3.1.3 The Offer will be sent to all the Parties to this Agreement. 3.1.4 The Offerees (Bthe remaining Parties) Within 60 will be entitled, for a period of 21 days after receipt of the said Offer (hereinafter: “the Refusal Right Period”) to purchase all or part of the offered shares. The exercise of the Right of Refusal under this section will be made by sending or delivery of an unqualified written notice by the Offeree, delivered to the offeror prior to the expiry of the designated period (hereinafter in this section - “the Acceptance Notice”). 3.1.5 The offered shares and/or rights, as set forth in the Offer, will be transferred and sold, within 5 business days after the end of the said 21 days Period, to each of the Offerees who delivered an Acceptance Notice, Buyer under the conditions of the Offer and against the consideration stipulated in the Offer. 3.1.6 Where several Acceptance Notices are delivered from various Offerees, then the shares will be transferred and sold to all such Offerees in accordance with their (respective) Offers. To the extent that several Offerees are interested in purchasing all of the shares offered by the proposing shareholder, then such shares will be equally distributed between such Offerees, so that an equal number of shares are transferred and sold to each of the Offerees. 3.1.7 In the event that the Offeree gives notice of his refusal to purchase the offered shares, or its designee provides no response and/or fails to transfer the required amounts on account of the offered shares, on the dates stipulated herein, such Offeree shall be deemed to have refused to purchase the first offered shares. 3.1.8 In the event that the Offeree fails to exercise his right to purchase all such offered shares, then the proposing shareholder will be entitled to transfer all the offered shares to the purchaser set forth in his Offer, under the conditions set forth in such Offer, during a further period of 30 days following the expiry of the Refusal Period given to the other Party hereto. 3.1.9 If the proposing shareholder fails to transfer the shares offered by him as aforesaid, within such period, the proposing shareholder may no longer offer all (or obtain any part of) his shares to other/s, unless first offering such Sharesshares once again, upon the price and terms of payment designated in the Notice. If manner provided in this section, and in such case, the Notice provides for offer would be deemed to be a new offer and all the payment of non-cash consideration, Buyer at its option may pay the consideration other provisions set forth in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredthis section and anything arising there from shall apply. (C) If Buyer or its designee elects not 3.1.10 Notwithstanding the foregoing, a shareholder may transfer such shares without being required to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice first offer same to the proposed transfereeother shareholders, providing such Transfer to his close (1first degree) is completed within 30 days after the expiration of Buyer's right family members (if an individual) and to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound corporations wholly controlled by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), shareholder or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound another corporation controlled by the terms and provisions of this Agreement and to become same shareholders controlling the transferring shareholder or the shareholders thereof (if a party to this Agreement immediately upon the receipt of such Sharescorporation) (hereinafter: “Permitted Transferee”).

Right of First Refusal. (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all Any member of the Shares standing ASE Group wishing to sell or transfer to any party other than ASE Representative or any ASE Entity all or any part of its shares in Seller's, Seller the Company shall first offer such Shares shares to the Company in accordance with the following provisions: (A) Seller shall deliver a PSC Group by written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name PSC Representative and address any member of the proposed transfereePSC Group wishing to sell or transfer all or any part of its shares in the Company to any party other than PSC Representative or any PSC Entity shall first offer such shares to the ASE Group by written notice to the ASE Representative. In each case, the relevant seller (3the “Selling Party”) shall specify in the above notice, the number of Shares shares intended to be transferredsold (“Offerred Shares”), and (4) the purchase price per Share share and the other terms of payment for which Seller proposes such transfer or sale to Transfer such Shares. the relevant third parties (Bthe “Offer Terms”). The ASE Representative or PSC Representative, as applicable (the “Offeree”), shall within fifteen (15) Within 60 days after of receipt of such notice (the Notice“Offering Period”), Buyer or its designee shall have the right of first right refusal to purchase or obtain such Sharescause one or more other ASE Entities or PSC Entities, upon as applicable, to purchase the price and terms of payment designated in Offered Shares on the NoticeOffer Terms. If the Notice provides for Offeree, within the payment of non-cash considerationOffering Period, Buyer at its option may pay notifies the consideration Selling Party, in cash equal to Buyer's good faith estimate writing, of the present fair market value Offeree’s intent to purchase, or cause to be purchased, the Offered Shares, such notice shall be irrevocable and the purchase of such shares shall be concluded within not more than thirty (30) days of such notice. If the Offeree does not give written notice of intent to purchase all or a portion of the non-cash consideration offered. Offered Shares within the above period, the Selling Party may then transfer or sell the Offered Shares (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Noticesuch portion thereof, then Seller may Transfer the Shares referred to in the Notice as applicable), to the proposed transferee, providing such Transfer relevant third party on the Offer Terms at any time within the next sixty (160) is completed within 30 days after thereafter failing which the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 4.01 shall again apply. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (a) Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any: (i) Ifshares of Common Stock or any other equity security of the Company which is convertible into Common Stock or any other equity security of the Company; (ii) any debt security of the Company which is convertible into Common Stock or any other equity security of the Company; or (iii) any option, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law warrant or other involuntary transfer) right to subscribe for, purchase or otherwise acquire any equity security or all any such debt security of the Company, unless in each case the Company shall have first offered to sell to each Shareholder, pro rata in proportion to such Shareholder's then ownership of Shares standing of the Company, such securities (“Offered Securities”) (and to sell thereto such Offered Securities not subscribed for by the other Shareholders as hereinafter provided), at a price and on such other terms as shall have been specified by the Company in Seller'swriting delivered to such Shareholder (“Stock Offer”), Seller which Stock Offer by its terms shall first offer remain open and irrevocable for a period of ten days (subject to extension pursuant to the last sentence of Section 9.02(b) below) from the date it is delivered by the Company to such Shares Shareholder. EXHIBIT 10.12 (b) Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be evidenced by a writing signed by such Shareholder and delivered to the Company in accordance with prior to the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address end of the proposed transfereeten day period of such Stock Offer, setting forth such portion of the Offered Securities as such Shareholder elects to purchase (3) “Notice of Acceptance”). If any Shareholder shall subscribe for less than its pro rata share of the number of Shares Offered Securities to be transferredsold, the other subscribing Shareholders shall be entitled to purchase the balance of that Shareholder's pro rata share in the same proportion in which they were entitled to purchase the Offered Securities in the first instance (excluding for such purposes such Shareholder), provided any such other Shareholder elected by a Notice of Acceptance to purchase all of its pro rata share of the Offered Securities. The Company shall notify each Shareholder within five days following the expiration of the ten day period described above of the amount of Offered Securities which each Shareholder may purchase pursuant to the foregoing sentence, and (4) each Shareholder shall then have ten days from the purchase price per Share and terms delivery of payment for which Seller proposes such notice to Transfer indicate such Sharesadditional amount, if any, that such Shareholder wishes to purchase. (Bc) Within 60 In the event that Notices of Acceptance are not given by the Shareholders in respect to all the Offered Securities, the Company shall have 120 days after receipt from the expiration of the Noticeforegoing ten day or 25 day period, Buyer whichever is applicable, to sell all or its designee shall have any part of such Offered Securities as to which a Notice of Acceptance has not been given by the first right Shareholders (“Refused Securities”) to purchase any other person or obtain such Sharespersons, but only upon the terms and conditions in all respects, including, without limitation, unit price and terms of payment designated interest rates, which are no more favorable, in the Noticeaggregate, to such other person or persons or less favorable to the Company than those set forth in the Stock Offer. If Upon the Notice provides for closing, which shall include full payment to the payment of non-cash considerationCompany, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value sale to such other person or persons of all the non-cash consideration offeredRefused Securities, the Shareholders shall purchase from the Company, and the Company shall sell to the Shareholders the Offered Securities in respect of which Notices of Acceptance were delivered to the Company by the Shareholders, at the terms specified in the Stock Offer. (Cd) If Buyer or its designee elects not to purchase or obtain all The rights of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice Shareholders under this Section 9.02 shall not apply to the proposed transferee, providing such Transfer following securities (1“Excluded Securities”): (i) is completed within 30 days after Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination of the expiration outstanding shares of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares.Common Stock; (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) Securities issued pursuant to either the acquisition by the Company of another corporation to the stockholders of such other corporation by merger or both purchase of Seller's shareholders as substantially all of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ assets whereby the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer Company owns not less than 10 nor more than 90 days prior a majority of the voting power of such other corporation; and (iii) Common Stock issued in connection with a firm underwritten public offering of shares of Common Stock, registered pursuant to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.Securities Act. EXHIBIT 10.12

Right of First Refusal. (i) IfIn the event of any proposed private sale transaction by a Holder upon consummation of which any single Private Buyer shall have directly or indirectly acquired Common Equivalents from the Holders in an aggregate amount exceeding 1,000,000, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall such Holder must first offer such Shares give notice to the Company in accordance with (the following provisions: “Transfer Notice”) which shall include (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2i) the name and address of the proposed transfereePrivate Buyer, (3ii) the number of Shares Transfer Restricted Securities proposed to be transferredTransferred (the “Offered Securities”), (iii) the proposed purchase price thereof (the “Purchase Price”), including the type of consideration, and (4iv) all other material terms and conditions of such offer, including the purchase price per Share date upon which the Holder and terms of payment for which Seller proposes the proposed Private Buyer reasonably expect to complete the Transfer such Shares(the “Proposed Sale Date”). (Bii) Within 60 days after Upon written notice (a “Company Notice”) to the relevant Holder within fifteen (15) Business Days (as defined below) of the Company’s receipt of the a Transfer Notice, Buyer the Company or its designee shall have the first right to purchase or obtain such Shares, upon all (but not less than all) of the Offered Securities on the same terms and conditions set forth in the Transfer Notice and at the price and terms of payment designated set forth in the Transfer Notice. The Company Notice shall constitute an irrevocable commitment to purchase from the Holder the Offered Securities on such terms and conditions. The purchase of the Offered Securities described in this Section 2.2(c) must be consummated by the Company or its designee before the later of (1) fifteen (15) Business Days following receipt of the Transfer Notice by the Company and (2) the Proposed Sale Date; provided that in the event (and only in the event) that a non-cash payment is being made for the Offered Securities, and the value of the purchase price has not yet been established, the closing of the purchase of the Offered Securities under this Section 2.2(c) shall occur immediately following determination of such purchase price, which determination shall be made as set forth in Section 2.2(d). If the Notice provides Company (or its designee) exercises its rights pursuant to this Section 2.2(c), then any cash payment for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate Offered Securities shall be effected by check or wire transfer against delivery of the present fair market value Offered Securities to be purchased at the time of the non-cash consideration offeredclosing of the purchase. (Ciii) If Buyer For purposes of this Agreement, “Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or its designee elects not to purchase or obtain all of the Shares designated a day on which banking institutions in the Notice, then Seller may Transfer the Shares referred State of New York generally are authorized or required by law or other government actions to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesclose. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (ia) IfThe Subscriber shall give to the Company at least 60 days’ prior written notice of any proposed sale or other transfer by the Subscriber of any of the Shares. Such notice shall describe the proposed sale or other transfer, prior the name and address of each party to the transaction and the price and other terms thereof. Such notice shall constitute an initial public offering offer from the Subscriber (the “Offer”) to sell the Shares to the Company at the same price and on the same other terms, which Offer by its terms shall remain open for a period of Buyer's securities 30 days from the date of receipt of the Subscriber’s notice. (b) If the Company does not accept the Offer within such 30-day period, the Subscriber will have 60 days from the end of the 30-day period to complete the transaction with the persons specified in the Offer on terms and conditions that are no more favorable to such persons or a merger or less favorable to the Subscriber than those set forth in the Offer. If the transaction is not completed during such 60-day period, the procedures specified in this Agreement will thereafter apply to any proposed sale of Buyer, Seller proposes such Shares. As a condition to Transfer (or is required by operation the transfer of law or any Shares other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares than to the Company in accordance with this Section 6, the following provisions:Subscriber shall cause the transferee to execute and deliver to the Company an investment representation letter, which contains representations, warranties and agreements substantially identical to those set forth in this Section 6 and Sections 7 and 8 of this Agreement. (Ac) Seller shall deliver If all or a written notice part of the consideration for the Shares under the Offer is not readily available to the Company (e.g., real estate or securities for which there is no established trading market) or otherwise cannot be precisely duplicated by the Company, a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Sharespurchase by the Company will be made for a consideration and upon terms that constitute the reasonable economic equivalent of the price and terms of the Offer. For these purposes, (2) the name and address promissory note of the Company will be considered the reasonable economic equivalent of the promissory note of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesnotwithstanding any differences in financial condition. (Bd) Within 60 days after receipt of the Notice, Buyer or The Company may assign its designee shall have the first right to purchase Shares under this Section 6, in whole or obtain such Sharesin part, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesperson. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i1) IfDuring any period when Employer Shares are not readily tradable on an established securities market, all distributions of Employer Shares to any Participant or his Beneficiary by the Plan shall be subject to a "right of first refusal" upon the terms and conditions hereinafter set forth. The "right of first refusal" shall provide that prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer any transfer (or is required as determined by operation of law or other involuntary transferthe Plan Administrator) any or all of the Shares standing in Seller'sEmployer Shares, Seller shall the Participant or Beneficiary must first offer to sell such Employer Shares to the Company in accordance with Plan; and if the following provisionsPlan refuses to exercise its right to purchase the Employer Shares, then Winton Financial Corporation shall have a "right of first refusal" ▇▇ ▇▇rchase such Employer Shares. Neither the Plan nor Winton Financial Corporation shall be required to exercise the "ri▇▇▇ ▇▇ first refusal". This Section 11.3(c) shall not be operative unless and until the Board of Directors of the Employer so directs. (2) The terms and conditions of the "right of first refusal" shall be determined as follows: (A) Seller shall deliver If the Participants or Beneficiary receives a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention offer for the purchase of all or any part of his Employer Shares from a third party, the Participant or Beneficiary shall forthwith deliver (by registered mail, return receipt requested) a copy of any such offer to Transfer such Sharesthe Plan Administrator. The Trustee (as directed by the Plan Administrator) or Winton Financial Corporation, (2) as the name and address case may be, shall then have ▇▇ ▇▇▇s after receipt by the Plan Administrator of the proposed transferee, (3) written offer to exercise the number right to purchase all or any portion of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Employer Shares. (B) Within 60 days after receipt The selling price and other terms under the "right of first refusal" must not be less favorable to the NoticeParticipant or Beneficiary than the purchase price and other terms offered by a buyer other than Winton Financial Corporation or the Plan, Buyer or its designee shall have the first right making a good faith ▇▇▇▇▇ to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Employer Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) If, prior Shares of Common Stock that you acquire upon exercise of your SARs are subject to an initial public offering a right of Buyer's securities or a merger or sale first refusal in favor of Buyer, Seller proposes to Transfer the Company (or its assignee) as long as the Company is required not Listed. You may not sell, or in any manner transfer (by way of assignment, pledge, or otherwise) any of the shares of Common Stock or any right or interest therein, whether voluntarily or by operation of law law, or other involuntary by gift or otherwise, except by a transfer which meets the following requirements. Any sale or transfer) any , or all purported sale or transfer, of shares of Common Stock of the Shares standing in Seller'sCompany shall be null and void unless the terms, Seller shall conditions, and provisions of this Section 11 are strictly observed and followed. If you desire to sell or otherwise transfer any of your shares of Common Stock, you must first offer such Shares give written notice thereof to the Company in accordance with (the following provisions: (A) Seller shall deliver a written notice (a "“Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares”), (2) including the name and address of the proposed transferee, (3) the number of Shares shares to be transferred, and all other terms other than the proposed transfer price or consideration. The Company shall have an initial ten (410) the purchase price per Share and days to request pricing terms of payment the proposed transfer and you must provide the Company with notice of such terms promptly, and in any event, with five (5) days of Company’s request. For thirty (30) days following receipt of the Notice, the Company (or its assignee) shall have the SARs to purchase all (but not less than all) of the shares specified in the Notice at the price provided to the Company pursuant to subsection (b) above and upon the terms set forth in such Notice; provided, however, that, with your consent, the Company (or its assignee) shall have the SARs to purchase a lesser portion of the shares specified in said Notice at the price and upon the terms set forth therein. In the event of a gift, property settlement or other transfer in which the proposed transferee is proposing to pay anything other than cash for which Seller proposes the shares, the price shall be deemed to Transfer be the fair market value of the stock at such Shares. time as determined in good faith by the Board of Directors. In the event the Company (Bor its assignee) Within 60 elects to purchase such shares, the Company shall so notify you within such thirty (30) day period and provide the compensation, in cash or cancellation of indebtedness, within sixty (60) days after receipt of the Notice, Buyer or its designee shall have . In the first right event the Company does not elect to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain acquire all of the Shares designated shares specified in the your Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transfereeyou may, providing such Transfer within a sixty (160) is completed within 30 days after day period following the expiration of Buyer's the Company’s right of first refusal (pursuant to purchase subsection (c) above), transfer the shares which were not acquired by the Company (or obtain such Sharesits assignee), (2) is made on the terms specified in said Notice and at the price price, if any, provided to the Company pursuant to subsection (b) above, provided that you provide the transferee with a copy of all agreements applicable to such Common Stock and terms designated in a copy of the Notice, and (3) the proposed transferee agrees Company’s Bylaws. All shares of Common Stock so sold by you shall continue to be bound by subject to the terms and provisions of this Article VIII and Agreement. Anything to become a party to an agreement containing such provisions immediately upon receipt the contrary contained herein notwithstanding, the following transactions shall be exempt from the Company’s right of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Sharesfirst refusal hereunder: (Ai) a transfer of any of your shares upon your death by will or intestacy or otherwise to either your spouse or both of Seller's shareholders as of the date hereof (a "Shareholder")registered domestic partner, (B) to a Shareholder's spouse, child, grandchild, ----------- parentlineal descendant or ascendant, brother, or sister sister; ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (Cii) to an Affiliate any custodian or trustee for your exclusive account; or (Diii) to the estate a transfer of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior your shares to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesCompany.

Right of First Refusal. (ia) If, prior to an initial public offering of Buyer's securities or Any Member (a merger or sale of Buyer, Seller proposes "Transferor") who wishes to Transfer (or is required by operation of law or other involuntary transfer) any or all of its Common Shares (the "Offered Shares") to any Person other than a Permitted Transferee and who receives a bona fide offer from any Person (the "Offeror") who is not a Prohibited Transferee for the purchase of all or any portion of such Member's Common Shares standing shall, prior to accepting such offer, provide written notice (the "Notice of Offer") thereof to each other Member holding Common Shares, which notice shall set forth the terms and conditions of the offer so received, including the purchase price and the identity of the Offeror. Following the delivery to the other Members of the Notice of Offer, each other Member may purchase that percentage of the Offered Shares which is equal to the Total Common Shares (excluding the Offered Shares) owned by each such Member ("Applicable Percentage") during a fifteen-day Refusal Period on the terms set forth in Seller'sthe Notice of Offer. To the extent any Member shall fail to purchase its Applicable Percentage prior to the expiration of the Refusal Period, Seller the Accepting Members may purchase such Shares on a pro rata basis in proportion to the number of Common Shares owned by each of them (and the foregoing procedure shall first offer be repeated in respect of any Shares not purchased until all Accepting Members have had an opportunity to purchase any remaining Shares). (b) Subject to Section 7.2, if all or any of the Offered Shares shall remain unsold after completion of the procedures set forth in Sections 7.4(a), the Transferor may sell such remaining Offered Shares to the Company Offeror within six months of the completion of such procedures on terms no more favorable than those set forth in the Notice of Offer; provided that the Offeror is not a Prohibited Transferee. To the extent any of the Offered Shares are not sold in accordance with the following provisions: (A) Seller foregoing, the Members shall deliver continue to have a written notice (a "Notice") right of first refusal under this Section 7.4 with respect to ------ Buyer stating (1) Seller's bona fide intention any Transfers to Transfer any Person which are subsequently proposed by such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such SharesTransferor. (Bc) Within 60 days after receipt The closing of the Notice, Buyer or its designee a purchase by a Member under this Section 7.4 shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed occur within 30 ten days after the expiration end of Buyer's right to purchase the Refusal Period or obtain at such Shares, later date when all approvals required by the Gaming Laws are obtained (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees such approvals to be bound obtained as soon as is reasonably practicable). At such closing the Transferor and the relevant Accepting Member (and any or all other Members, as may be required) shall execute an assignment and assumption agreement and any other instruments and documents as may be reasonably required by such Member to effectuate the terms transfer of such Shares free and clear of any liens, claims or encumbrances, other than as specifically permitted hereunder. Any Transfer to any Person which does not comply with the provisions of this Article VIII and to become Section 7.4, other than a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice Transfer expressly provided for in accordance with this paragraph prior to any the other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement Agreement, shall be null and to become a party to this Agreement immediately upon the receipt void of such Sharesno effect whatsoever.

Right of First Refusal. (ia) IfExcept as otherwise provided hereinafter, prior if any Shareholder (the "Offering Shareholder") shall desire to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or sell all but not less than all of his or its Shares (the "Offered Shares"), the Corporation and the remaining Shareholders (the "Non-Offering Shareholders") shall have the right of first refusal to purchase the Offered Shares standing in Seller'supon the terms and conditions hereinafter provided. Prior to any Transfer of Offered Shares, Seller the Offering Shareholder shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver have received a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention offer from a third party to Transfer such Shares, (2) purchase the name and address of the proposed transferee, (3) Offered Shares stating the number of Shares to be transferredpurchased and the price and terms upon which such Shares are proposed to be Transferred, and shall have delivered a copy of such written bona fide offer to the Corporation and each of the Non-Offering Shareholders. The Corporation shall have the right to elect within 30 days thereafter to purchase all, but not less than all, of the Offered Shares at the lesser of the Purchase Price or the same price and upon the same terms and conditions as those contained in such offer by giving notice to the Offering Shareholder within the 30-day period. The Offering Shareholder shall not participate in any way in the making of the decision as to whether the Corporation shall accept or reject the offer. Any attempted conditional or partial acceptance of the offer by the Corporation shall constitute a rejection. (4b) If the Corporation does not accept an offer made in accordance with Section 9.2(a) above within the 30-day period, then the Non-Offering Shareholders shall have the right, within 5 days following the earlier of either (i) the expiration of the 30-day period or (ii) the giving of written notice by the Corporation to the Offering Shareholder and each Non-Offering Shareholder that it will not purchase the Offered Shares, to elect to purchase their pro rata share of the Offered Shares at the lesser of the Purchase Price or the same price per Share and upon the same terms and conditions as those contained in such offer by giving written notice to the Offering Shareholder and the Corporation within the five-day period. Any attempted conditional or partial acceptance of payment the offer by a Non-Offering Shareholder shall constitute a rejection. (c) If any Non-Offering Shareholder does not elect to purchase his or its pro rata share of the Offered Shares (the "Remaining Offered Shares") within the 5-day period specified in Section 9.2(b) above, the Non-Offering Shareholders who have elected to purchase their pro rata share of the Offered Shares shall have the right, exercisable for which Seller proposes a period of five days after the five-day period specified in Section 9.2(b) above, to Transfer purchase the Remaining Offered Shares pro rata or in such other proportion as they may agree. The Non-Offering Shareholders must purchase in the aggregate all of the Offered Shares, or else they may not purchase any of the Offered Shares. (d) If the Corporation and the Non-Offering Shareholders do not elect to purchase all of the Offered Shares within the aforesaid periods, or, if after accepting such offer, the Corporation fails to purchase all of the Offered Shares in accordance herewith and (i) the Non-Offering Shareholders do not elect to purchase all of the Offered Shares within the periods provided herein or (ii) the Non-Offering Shareholders elect to accept such offer but fail to purchase all of the Offered Shares in accordance herewith, then, subject to the provisions of Section 9.4, the Offering Shareholder shall be free to Transfer all of the Offered Shares to the third party that submitted the written bona fide offer at not less than the price and on the same terms and conditions set forth in such bona fide offer within 90 days following, as the case may be, (a) the default by the Non-Offering Shareholders to make such purchase of the Offered Shares on the Closing Date, or (b) the earlier of either (A) the expiration of the period within which the Non-Offering Shareholders may elect to purchase the Offered Shares or (B) Within 60 days after receipt the giving of written notice by the Non-Offering Shareholders to the Offering Shareholder that they do not elect to purchase all of the NoticeOffered Shares; provided that in no event shall a Shareholder be -------- ---- permitted to sell its Shares to a Person which is a competitor of the Corporation or any of its Shareholders, Buyer or its designee shall have as reasonably determined by the first right to purchase or obtain such disinterested members of the Board. Promptly after the execution of any contract for the Transfer of the Offered Shares, upon the Offering Shareholder shall deliver to the Corporation a true and complete copy of such contract and all amendments thereto, and such other information relating to the contract and the proposed purchaser as the Corporation may request. Upon the consummation of the Transfer of the Offered Shares, the Shareholder shall notify the Corporation thereof and shall certify the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredand conditions upon which such Transfer was made. (Ce) If Buyer or its designee elects the Offering Shareholder does not to purchase or obtain Transfer all of the Offered Shares designated within the 90-day period specified in the NoticeSection 9.2(d) above, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as rights of the date hereof (a "Shareholder")Corporation and the other Shareholders under this Section 9.2 shall be fully restored and reinstated as if such offer had never been made; provided, (B) to a Shareholder's spousehowever, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to 90-day period shall be bound by the terms and provisions extended during any period in which such sale is not completed as a result of this Agreement and to become a party to this Agreement immediately upon the receipt an act of such SharesGod, war or other force majeure.

Right of First Refusal. (i) IfAt any time on or after April 8, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer2003, Seller proposes to Optionee may Transfer (or is required by operation of law or other involuntary transfer) for cash any or all of the Shares standing in Seller'sto any third party subject to the provisions of this Section 8 and Section 14(b). Prior to any such proposed Transfer, Seller Optionee shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a give written notice (a the "Notice") to ------ Buyer stating the Company specifying (1i) SellerOptionee's bona fide intention to Transfer sell such Shares, ; (2ii) the name name(s) and address address(es) of the proposed transferee, Transferees; (3iii) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller Optionee proposes to Transfer such (the "Offered Shares. "); (Biv) the price for which Optionee proposes to Transfer the Offered Shares (the "First Refusal Price"); and (v) all other material terms and conditions of the proposed Transfer. Within 60 15 days after of receipt of the Notice, Buyer the Company (or its designee shall have the first right nominee(s) or assignee(s)) may elect to purchase any or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Offered Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and on the terms designated and conditions set forth in the Notice by delivery of written notice of such election to Optionee, specifying a day, which shall not be more than 30 days after such notice is delivered, on or before which Optionee shall surrender (if Optionee has not already done so) the certificate or certificates representing the Offered Shares (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of the Company. Within 30 days after delivery of such notice to Optionee, the Company (or its nominee(s) or assignee(s)) shall deliver to Optionee a check, payable to Optionee, in the amount of the purchase price of the Offered Shares. If Optionee fails to so surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Optionee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). If the Company or its nominee(s) or assignee(s) do not elect to purchase all of the Offered Shares, Optionee shall be entitled to Transfer the remaining portion of the Offered Shares to the Transferee(s) named in the Notice at the price specified in the Notice or at a higher price and on the terms and conditions set forth in the Notice; provided, and (3) however, that such Transfer must be consummated within 90 days from the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as date of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established Notice. Any proposed Transfer after such 90-day period may be made only by again complying with the procedures set forth in this Section 8. The right of first refusal provided for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to in this Section 8 shall terminate upon an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.Initial Public Offering. Exhibit 10.20

Right of First Refusal. If (a) Purchaser has received a bona fide ---------------------- ---- ---- offer to purchase any of the Shares from a third party unaffiliated with Purchaser (the "Third Party") and (b) Purchaser intends to sell such Shares to such Third Party, Purchaser shall notify the Company in writing (the "Written Notice") of such proposed sale no less than sixty (60) days prior to the closing (the "Proposed Closing") for such proposed sale. The Written Notice shall contain all material terms of the proposed sale, including, without limitation, the proposed price and the date of the Proposed Closing (the "Proposed Closing Date"). Unless: (i) If, Purchaser receives from the Company on or before the day occurring thirty (30) days prior to an initial public offering of Buyer's securities the Proposed Closing, a written offer from the Company to purchase the Shares; and (ii) such offer by the Company to purchase the Shares (A) is for a price equal to or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all greater than the purchase price of the Shares standing set forth in Seller's, Seller shall first offer the Written Notice; (B) provides for the payment to Purchaser for the Shares of such Shares to amount in the Company form and in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of same payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated schedule as set forth in the Written Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. ; and (C) If Buyer or its designee elects not to purchase or obtain all of otherwise contains the same terms for purchasing the Shares designated as is provided for in the Notice, then Seller may Transfer the Shares referred to in the Written Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "ShareholderWritten Offer"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ then Purchaser may sell the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Shares to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by Third Party on the terms provided for in the Written Notice on the Proposed Closing Date. If Purchaser receives a Written Offer from the Company on or before the day occurring thirty (30) days before the Proposed Closing Date, then Purchaser shall accept the Written Offer and provisions of this Agreement Purchaser shall sell, and to become a party to this Agreement immediately upon the receipt of such SharesCompany shall purchase, the Shares on the terms provided for in the Written Offer on the Proposed Closing Date.

Right of First Refusal. (i) IfNo stockholder shall sell, prior to an initial public offering assign, pledge, or in any manner transfer any of Buyer's securities the shares of stock, of the corporation or a merger any right or sale of Buyerinterest therein, Seller proposes to Transfer (whether voluntarily or is required by operation of law law, or other involuntary transfer) any by gift or all of otherwise, except by a transfer which meets the Shares standing requirements hereinafter set forth in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisionsthis bylaw: (Aa) Seller If the stockholder desires to sell or otherwise transfer any of his shares of stock, then the stockholder shall deliver a first give written notice (a "Notice") thereof to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the corporation. The notice shall name and address of the proposed transferee, (3) transferee and state the number of Shares shares to be transferred, the proposed consideration, and (4) all other terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed transfer. (Bb) Within 60 For thirty (30) days after following receipt of such notice, the Notice, Buyer or its designee corporation shall have the first right option to purchase or obtain such Shares, upon all (but not less than all) of the shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of payment designated the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the Noticeprice and upon the terms set forth therein. If In the Notice provides event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the payment shares, and that is not otherwise exempted from the provisions of non-cash considerationthis Section 46, Buyer at its option may pay the consideration in cash equal price shall be deemed to Buyer's good faith estimate of be the present fair market value of the non-cash consideration offeredstock at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d). (Cc) If Buyer or The corporation may assign its designee elects rights hereunder. (d) In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice. (e) In the event the corporation and/or its assignees(s) do not elect to purchase or obtain acquire all of the Shares designated shares specified in the Noticetransferring stockholder’s notice, then Seller may Transfer said transferring stockholder may, within the Shares referred sixty-day period following the expiration of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be subject to the provisions of this bylaw in the Notice same manner as before said transfer. (f) Anything to the proposed transfereecontrary contained herein notwithstanding, providing such Transfer the following transactions shall be exempt from the provisions of this bylaw: (1) is completed within 30 days after A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian or trustee for the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt account of such Shares. If stockholder or such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior stockholder’s immediate family or to any other or subsequent Transfer limited partnership of which the stockholder, members of such Shares. (iistockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general of limited partner(s) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders such partnership. “Immediate family” as of the date hereof (a "Shareholder"), (B) to a Shareholder's used herein shall mean spouse, childlineal descendant, grandchildfather, ----------- parentmother, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of stockholder making such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharestransfer.

Right of First Refusal. (i) IfIn the event that, prior to an initial public offering during the existence of Buyer's securities or a merger or sale of Buyerthis Agreement, Seller proposes any Holder shall desire to Transfer any Shares under circumstances other than those referred to in Section 5.1(b)(i), (or is required ii), (iii), (iv) and (v) hereof: (a) the notice given by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares Holder to the Company in accordance with the following provisions: (A) Seller pursuant to Section 5.2 hereof shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) specify the number of Shares to be transferredsold, the prospective purchasers thereof and the price and terms and conditions of such sale, and offering to sell such Shares to the Company (4or its designee) the purchase at such price per Share and on like terms of payment for which Seller proposes to Transfer such Sharesand conditions. (Bb) Within 60 days the Company shall have the right to accept or reject any offer pursuant to subsection (a) as promptly as practicable but in all events within the time period of one business day. Such time period shall run from, and not include, the date of delivery of the notice of such offer pursuant to subsection (a) above. If the Company shall accept such offer within the applicable time period specified above, then the Company shall purchase the Shares specified in the notice given pursuant to subsection (a) above as promptly as is reasonably practicable, but in no event after the later of (i) the 15th day following such acceptance and (ii) the third day following receipt of all required governmental approvals. (c) If the Company (i) shall reject such offer in writing, (ii) shall not within the applicable time period after receipt of the Noticenotice given by such Holder pursuant to subsection (a) above, Buyer accept such offer in writing with respect to all the Shares specified in such notice or its designee (iii) shall have the first right fail to purchase such Shares within the time period specified in subsection (b) above, then such Holder shall be free to enter into any agreement to sell such Shares to the prospective purchaser, at a price equal to or obtain such Shares, upon above the minimum price and on the terms of payment designated and conditions specified in the Notice. If notice delivered to the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal Company pursuant to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredsubsection (a) above. (Cd) If Buyer or its designee elects not Any sale of Shares by any Holder pursuant to purchase or obtain all subsection (c) above must be consummated within 30 days of the earlier of receipt of a written rejection from the Company or the expiration of the applicable time period allotted the Company for the rejection or consummation of the offer to sell such Shares designated in by such Holder. (e) Each Holder that has determined to make (or commenced negotiations to make) a Transfer (other than under the Notice, then Seller may Transfer the Shares circumstances referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"5.1(b)(i), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"ii), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family(iii), (Civ) to an Affiliate or and (Dv) hereof) shall give notice to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer Company of such Transfer not less than 10 nor more than 90 days prior to fact at the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharesearliest practicable time.

Right of First Refusal. (ia) IfNotwithstanding anything to the contrary in this Side Letter and in any of the other documents, prior and except with respect to an initial public offering of Buyer's securities certain exempt issuances set forth in Section 8 below, if the Company or a merger or sale of Buyer, Seller Controlling Stockholder proposes to Transfer (sell, issue, or is required by operation of law otherwise transfer to any person any equity or other involuntary transfer) any or all of the Shares standing debt securities in Seller's, Seller shall first offer such Shares to the Company (“Additional Securities”) in one or more related transactions (assuming such sale is permitted in accordance with Section 4, where applicable), then the following provisions: (A) Seller Company or the Controlling Stockholder, as applicable, shall deliver a promptly give written notice (a "the “Notice"”) to ------ Buyer stating the Investors’ Representative (1who shall in turn promptly provide the Investors with a copy of the Notice) Seller's bona fide intention at least thirty (30) calendar days prior to Transfer the closing of such Sharessale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, (2) without limitation, the Additional Securities to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, the name and address and relationship, if any, to the Controlling Stockholders of the proposed each prospective purchaser or transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (Bb) Within 60 Each of the Investors shall have the right, exercisable within fifteen (15) calendar days after receipt of the Notice, Buyer or its designee shall have the first right to purchase all or obtain such Shares, upon the price and terms any part of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate pro rata share of the present fair market value of Additional Securities on the non-cash consideration offeredsame terms and conditions set forth in such Notice, under the rules and procedures set forth in Section 5(c) hereof. (Cc) If Buyer any Investor fails to elect to fully participate in such purchase pursuant to this Section 5 the Company or its designee elects not the Controlling Stockholder, as applicable, shall give notice of such failure to the Investors who did so elect to participate (the “Participants”) by providing notice to the Investors’ Representative (who shall in turn promptly provide the Participants with a copy of such second notice). The Participants shall have five (5) calendar days from the date such second notice is delivered to agree (which may be done by electronic transmission or by telephone and subsequently confirmed in writing) to purchase all or obtain any part of their pro rata share (based on the number of shares of Common Stock held by the Participants) of the unsold portion of the Additional Securities; provided, however, that if any Participant fails to purchase its full pro rata share of the unsold portion of the Additional Securities any other Participant may purchase such Participant’s pro rata share (as between all remaining Participants) of the unsold portion. (d) If the Investors do not exercise the right of first refusal as to all of the Shares designated Additional Securities, then, subject to Section 6 below, the Company or the Controlling Stockholder, as applicable, shall have a period of one hundred twenty (120) calendar days to complete the proposed sale of any Additional Securities not so purchased on substantially the same terms and conditions as set forth in the Notice, then Seller may Transfer the Shares referred to in the initial Notice to the Investors. If such sale is not completed in such time frame, the unpurchased Additional Securities shall again become subject to the provisions of this Section 5. The Company or the Controlling Stockholder, as applicable, may not complete the proposed transfereesale prior to the full and final expiration of the time periods for exercise of the rights of first refusal granted under this Section 5, providing and, in any case, must comply with the provisions of Section 6 hereof in connection with completing such Transfer sale. (e) The purchase of the Additional Securities shall take place within fifteen (15) calendar days of the Participants’ election to purchase the Additional Securities pursuant hereto, or at such other time as mutually agreed to by the Company or the Controlling Stockholder, as applicable, and the Participants. (f) The exercise or non-exercise of the rights of Investors hereunder to purchase one (1) is completed within 30 days after or more sales of Additional Securities made by the expiration of Buyer's right Company or a Controlling Stockholder, as applicable, shall not adversely affect their rights to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions subsequent sales of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party Additional Securities pursuant to this Agreement immediately upon the receipt of such SharesSection 5.

Right of First Refusal. (a) Prior to the second anniversary of the date of this Agreement, no Stockholder may Transfer any Securities to any person unless (i) If, such Transfer is permitted under Section 1 or (ii) prior to an initial public offering of Buyer's securities or a merger or sale of Buyerany such Transfer, Seller proposes to Transfer such Stockholder (or is required by operation of law or other involuntary transferthe "Offeror") any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a provide written notice (a the "Notice") to ------ Buyer stating the Company, which notice shall set forth (1A) Seller's confirmation that such Offeror intends to Transfer all or certain of its Securities in a bona fide intention to Transfer such Sharestransaction, (2B) the name and address of each proposed transferee or purchaser (the proposed transferee"Offeree"), (3C) the number of Shares Securities proposed to be transferredTransferred (the "Offered Shares"), (D) the proposed amount and form of consider ation to be paid for the Offered Shares, and (4E) the purchase price per Share and all other material terms of payment for which Seller proposes to Transfer such Shares. (B) the proposed Transfer. Within 60 15 days after of receipt of the Notice, Buyer the Company may elect to buy all of the Offered Shares at the price, and on terms and conditions no less favorable to the Offeror than those set forth in the Notice by delivery of a written notice to the Offeror (the "Company Election Notice"), which notice shall constitute the binding agreement of the Company to purchase and pay for all of such shares at the price and on the terms and conditions set forth in the Company Election Notice. Within 90 days of delivery of the Company Election Notice, the Company shall deliver a certified check payable to such Offeror, or its designee to such other person as such Offeror may request, in the amount of the purchase price (as calculated below) of such Offered Shares to be purchased by the Company. Upon receipt of payment for the Offered Shares, such Offeror shall deliver certificates properly endorsed in blank for transfer representing all such Offered Shares to the Company. (b) If a Company Election Notice is not received by such Offeror from the Company within the period specified in Section 3(a) or the Company elects to purchase less than all of the Offered Shares or fails to deliver the purchase price of the Offered Shares in accordance with the terms hereof, the Offeror shall have the first right to purchase transfer, sell or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate otherwise dispose of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to Securities specified in the Notice to the proposed transfereeOfferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made but only at the a price and upon terms designated and conditions no less favorable to the Offeror than those stated in the Notice and only if such sale occurs on a date within 120 days from the date of the Company Election Notice or, if no such notice is delivered, within 60 days of the date of the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (iic) Notwithstanding Section 8.1(a)For purposes of calculating the purchase price of any such transfer, Seller may Transfer Shares: (A) to either sale or both of Seller's shareholders as disposition, if any portion of the date hereof consideration consists of other than cash and/or readily marketable securities, the fair market value of any non-cash consideration shall be determined by a nationally recognized independent valuation consultant or appraiser (a "Shareholder"), (Bwith experience evaluating such type of property) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ selected by the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Offeror and reasonably satisfactory to the estate of any Company. All payments by the Company pursuant to this Section 3 shall be in cash. (d) The closing of the foregoing transactions contemplated by gift, will or intestate succession; provided that Seller notifies Buyer this Section 3 shall occur at the principal offices of such Transfer not less than 10 nor more than 90 days prior the Company unless otherwise agreed to the Transfer and that the proposed transferee agrees to be bound in writing by the terms Company and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesOfferor.

Right of First Refusal. (ia) If, prior to an initial public offering of Buyer's securities In the event Purchaser or a merger or sale of Buyer, Seller proposes to Transfer his transferee desires (or is required by operation of law required) to sell or other involuntary transfer) transfer in any or all manner any of the Shares standing in Seller'sShares, Seller Purchaser shall first offer such Shares for sale to the Company in accordance with upon the following provisions: terms and conditions specified herein (A"Right of First Refusal") Seller shall deliver by delivering a written notice (a the "Notice") to ------ Buyer the Company stating (1i) Seller's his bona fide intention to Transfer sell or otherwise transfer such Shares, , (2) the name and address of the proposed transferee, (3ii) the number of such Shares to be sold to otherwise transferred, and , (4iii) the price for which Purchaser proposes to sell such Shares, (iv) the name of the proposed buyer or transferee, and (v) all additional terms and conditions, if any, of the proposed sale or transfer. Purchaser shall attach to the Notice a copy of the written offer, if any, reflecting the terms and conditions of the proposed sale or transfer of the Shares to the third party. In the event of a transfer not involving a sale of the Shares for a specific sum of money, or if, in the sole judgement of the Company's Board of Directors, the proposed transfer does not involve a price for the Shares negotiated by Purchaser and its proposed buyer or transferee in a bona fide "arm's length transaction", the price of the Shares shall be determined by the Company's Board of Directors in the manner specified in Section 3.3 below. (b) Within sixty (60) days following receipt by the Company of the Notice ("Acceptance Period"), the Company (or is assignee) may elect to purchase all or a portion of the Shares to which the Notice refers, at the price per Share and on the same terms and conditions (or terms and conditions as reasonably similar as possible) as set forth in the Notice, or at the price per Share determined pursuant to Section 3.3 in the event that the price of payment for which Seller proposes the Shares is to Transfer such Sharesbe determined by the Company's Board of Directors under Section 3.1 (a). (Bc) Within 60 days after receipt If the Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Purchaser, in writing, of its intention to purchase such Shares hereunder and either (1) set a date for the closing of the Noticetransaction at a place specified by the Company not later than thirty (30) days from the date of such notice, Buyer at which time the Company (or its designee assignee) shall have tender payment for the first right to purchase or obtain such Shares, upon the price and terms of or (2) include payment designated in the Notice. If the Notice provides for the payment of non-cash considerationShares with the Company's notice to Purchaser. At such closing, Buyer at its option may pay the consideration in cash equal certificate(s) representing the Shares so purchased shall be delivered to Buyerthe Company and canceled (and the Shares transferred to the Company's good faith estimate assignee, if applicable) as of the present fair market value date of the non-cash consideration offeredmailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company by certified or registered mail. (Cd) If Buyer the Company (or its designee elects assignee) does not elect to purchase or obtain all of the Shares designated to which the Notice refers, Purchaser may sell or otherwise transfer the Shares not purchased to the third party named in the Notice at the price and on the terms and conditions specified in the Notice, then Seller may Transfer or at a higher price; provided that such sale or transfer is consummated within sixty (60) days from the Shares referred to in the Notice to the proposed transferee, providing such Transfer earlier of (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3i) the proposed transferee agrees to be bound by lapse of the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredAcceptance Period, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares.or (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as the date of the date hereof (a "Shareholder")Company's notice, (B) to a Shareholder's spousewhether written or oral, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and advising Purchaser that the proposed transferee agrees Company does not intend to be bound by purchase the Shares hereunder; provided, further, that any such sale or transfer is made in accordance with all of the terms and provisions conditions set forth in this Agreement. In the event the Shares are not disposed of this Agreement and by Purchaser within such sixty (60) day period, such Shares shall once again be subject to become a party to this Agreement immediately upon the receipt Right of such SharesFirst Refusal.

Right of First Refusal. (iA) IfExcept pursuant to Section 5 above, prior if at any time CSH desires to an initial public offering sell for cash all or any part of Buyer's securities or its Shares pursuant to a merger or sale of Buyerbona fide offer from a third party (the "Proposed Transferee"), Seller CSH shall submit a written offer (the "Offer") to sell such Shares (the "Offered Shares") to the Purchasers on terms and conditions, including price, not less favorable to the Purchasers than those on which CSH proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer sell such Offered Shares to the Company Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of Shares owned by CSH, the terms and conditions, including price, of the proposed sale, that the proposed buyer has been informed of the rights and obligations provided for in this Section 6 and Section 7 below and has agreed to purchase Offered Shares in accordance with the following provisions: (A) Seller terms of this Agreement, and any other material facts relating to the proposed sale. The Offer shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Sharesfurther state that the Purchasers may acquire, (2) in accordance with the name and address provisions of this Agreement, all but not less than all of the proposed transfereeOffered Shares for the price and upon the other terms and conditions, including deferred payment (3) the number of Shares to be transferredif applicable), and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesset forth therein. (B) Within 60 days after receipt of the Notice, Buyer or its designee Each Purchaser shall have the first absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Purchasers' Shares (as defined below) then owned by such Purchaser and the denominator of which shall be the aggregate number of Purchasers' Shares then owned by all of the Purchasers. For purposes of this Section 6, all of the securities of the Corporation which a Purchaser has acquired, or obtain such Shareshas the right to acquire from the Corporation, upon the price and terms conversion, exercise or exchange of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate any of the present fair market value securities of the non-cash consideration offeredCorporation then owned by such Purchaser shall be deemed to be Purchasers' Shares then owned by such Purchaser. (The amount of Offered Shares that each Purchaser is entitled to purchase under this Section 6(B) shall be referred to as its "Pro Rata Fraction"). (C) If Buyer or The Purchasers shall have a right of oversubscription such that if any Purchaser fails to accept the Offer as to its designee elects not Pro Rata Fraction, the other Purchasers shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Purchaser by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Purchasers shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or obtain as they may otherwise agree among themselves. In the event that the Purchasers in the aggregate shall not have elected in the manner set forth below to purchase all of the Offered Shares, the Purchasers shall not have the right to purchase any of the Offered Shares designated and CSH shall have the right to sell the Offered Shares in accordance with Section 6(E) below. (D) If the Purchasers, in the Noticeaggregate, then Seller may Transfer desire to purchase all of the Offered Shares, such Purchaser(s) shall communicate in writing their election to purchase to CSH, which communication shall state the number of Offered Shares referred each Purchaser desires to purchase (which shall in the Notice aggregate be equal to all the Offered Shares) and shall be given to CSH within thirty days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyeraforesaid limitations as to a Purchaser's right to purchase or obtain such Shares, (2) is more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Purchasers pursuant to this Section 6 shall be made at the price and terms designated in offices of the NoticeCorporation on the 45th day following the date the Offer was made (or if such 45th day is not a business day, and (3) then on the proposed transferee agrees next succeeding business day). Such sales shall be effected by CSH's delivery to each purchasing Purchaser of a certificate or certificates evidencing the Offered Shares to be bound purchased by it, free and clear of any liens, claims or encumbrances of any kind (other than pursuant to this Agreement), duly endorsed for transfer to such purchasing Purchaser and with any requisite stock transfer stamps attached, against payment to CSH of the terms purchase price therefor by such purchasing Purchaser. (E) If the Purchasers do not purchase all of the Offered Shares, the Offered Shares may be sold by CSH at any time within six months after the date the Offer was made, subject to Section 7 below and the other provisions of this Article VIII and to become a party to an agreement containing Agreement. Any such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) sale shall be to the estate of any of the foregoing by giftProposed Transferee, will or intestate succession; provided that Seller notifies Buyer of such Transfer at not less than 10 nor the price and upon other terms and conditions, if any, not more than 90 days prior favorable to the Transfer and that Proposed Transferee than those specified in the proposed transferee agrees Offer. Any Offered Shares not sold within such six-month period shall continue to be bound by subject to the terms and provisions requirements of this Agreement and to become a party prior offer pursuant to this Agreement immediately upon the receipt of such SharesSection 6.

Right of First Refusal. (a) Except in the case of Excluded Securities (as hereafter defined), the Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) Ifshares of Common Stock, (ii) any other equity security of the Corporation, (iii) any debt security of the Corporation which by its terms is convertible into or exchangeable for any equity security of the Corporation, (iv) any security of the Corporation that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Corporation, unless in each case the Corporation shall have first offered (the "Offer") to sell to the Lenders their Proportionate Percentage of such securities proposed to be sold by the Corporation (the "Offered Securities"), at a price and on such other terms as specified in the Offer, which Offer by its terms shall remain open and irrevocable for a period of 20 days from the date notice is given by the Corporation to the Lenders. (b) Notice of a Lender's intention to accept, in whole or in part, an Offer shall be evidenced by a writing signed by such Lender and delivered to the Corporation prior to an initial public offering the end of Buyer's securities the 20-day period of such Offer, setting forth such portion of the Offered Securities as such Lender elects to purchase (the "Notice of Acceptance"), provided, however that such Lender shall have no obligation to make such purchase if no sale is ultimately made of at least 90% (or at least the minimum required number of shares in a merger predesignated minimum/maximum private placement) of the Offered Securities. (c) The Corporation shall have 90 days from the expiration of the foregoing 20-day period, to sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by such Lender (the "Refused Securities"), but only upon terms and conditions in all respects, including, without limitation, unit price and interest rates, which are no more favorable to the purchaser or less favorable to the Corporation than those set forth in the Offer. Upon the closing of the sale of Buyerthe Refused Securities, Seller proposes a Lender shall purchase from the Corporation, and the Corporation shall sell to Transfer such Lender, the Offered Securities in respect of which Notice of Acceptance was delivered to the Corporation by such Lender, at the terms specified in the Offer. The purchase by a Lender of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Corporation and such Lender of a purchase agreement containing the provisions set forth in the Offer and Notice of Acceptance, and no less favorable to such Lender than the purchase agreement executed by the purchasers of the Refused Securities. (or is required d) In each case, any Offered Securities not purchased by operation of law a Lender or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company purchasers in accordance with Section 9.2(c) may not be sold or otherwise disposed of until they are again offered to the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such SharesLenders under the procedures specified in Sections 9.2(a), (2) the name and address of the proposed transferee, (3) the number of Shares to be transferredb), and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesc). (Be) Within 60 days after receipt The rights of the NoticeLenders under this Section 9.2 shall not apply to (i) Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination of shares of Common Stock, Buyer (ii) Common Stock issued upon conversion of Class A Preferred Stock or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate exercise of the present fair market value Warrants, (iii) Class A Preferred Stock issued upon conversion of the non-cash consideration offeredConvertible Notes, (iv) options and shares of Common Stock issued to employees as provided in Section 9.4, and (v) up to 20,000 shares of Common Stock reserved for issuance to a key marketing executive and other newly hired key employees at a price of at least $.4649 per share (the "Excluded Securities"). (Cf) If Buyer or its designee elects not to purchase or obtain all of Notwithstanding the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and foregoing provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredSection 9.2, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as the rights of the date hereof (a "Shareholder"), (B) Lenders and the obligations of the Corporation under this Section 9.2 shall be inapplicable to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit consummation of an offering and sale of securities of the Corporation as part of a member or members public offering registered under the Securities Act with a minimum price per share of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.Common Stock of

Right of First Refusal. For a period of three years following the Registration Date, the Company agrees that it will only offer, sell, contract, issue or deliver any securities, including without limitation, any Common Stock, Capital Shares Equivalents, or Capital Shares, in a private placement or other transaction, other than in connection with an employee stock purchase or similar plan or an acquisition of another party, if, at the time, it shall also first offer to the Investor the right to purchase the Investor's pro rata share of such securities pursuant to the following: (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller The Company shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a provide written notice of its intent to enter into such a transaction together with a term sheet containing the economic terms and significant provisions thereof (a the "NoticeOffer") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesinformation the Investor reasonably requests. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: The Investor will have ten (A10) to either or both of Seller's shareholders as calendar days from receipt of the date hereof (Offer to deliver a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) written notice to the estate Company that the Investor wishes to accept the Offer in whole or in part, subject to satisfactory due diligence and reasonably acceptable definitive documentation, for the transaction. (iii) If the Investor rejects the offer or fails to respond within such ten (10) calendar day period, then the Company may complete such transaction without including the Investor on terms and conditions substantially the same as those contained in the Offer. (iv) Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to seek shareholder approval for the issuance of any securities pursuant to this Section 2.2 unless such approval would have been necessary prior to offer of such purchase rights to the Investor. If the issuance of the foregoing by giftfull amount of the Investor's pro rata share would require the Company to seek shareholder approval, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior the Company shall only offer to the Transfer and Investor the right to purchase up to the maximum number of securities that the proposed transferee agrees Company could issue without the need to be bound seek shareholder approval. (v) For the purposes of this Section 2.2, "pro rata share" shall mean the ratio that the number of shares of Common Stock then held by the Investor bears to the total number of shares of Common Stock then Outstanding. (vi) Nothing in this Section 2.2 shall relieve the Investor of its obligations with respect to the Put Shares in accordance with the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesAgreement.

Right of First Refusal. (ia) If, In the event that at any time prior to the Company's consummation of an initial public offering offering, any Stockholder desires to transfer convey, assign, pledge or otherwise dispose of Buyer's securities or a merger or sale of Buyer(collectively, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer"Transfer") any or all of the Shares standing in Seller's, Seller shall first offer such Restricted Shares to any third party other than a Permitted Transferee (as defined below), such Stockholder (the Company in accordance with the following provisions: (A"Offeror") Seller shall deliver a provide written notice (a the "Notice") to ------ Buyer stating PAC and the Company, which notice shall set forth (1i) Seller's confirmation that such Offeror intends to Transfer all or certain of its Restricted Shares in a bona fide intention to Transfer such Sharestransaction with a third party (the "Third Party Purchaser"), (2) the name and address of the proposed transferee, (3ii) the number of Restricted Shares proposed to be transferredTransferred (the "Offered Shares"), (iii) the proposed amount and form of consideration to be paid for the Offered Shares and (4iv) the purchase price per Share and all other material terms of payment for which Seller proposes to Transfer such Shares. the proposed Transfer. Within forty-five (B45) Within 60 days after of receipt of the NoticeNotice (the "PAC Election Period"), Buyer or its designee shall have the first right PAC may elect to purchase or obtain such Sharesall, upon but not less than all, of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of payment designated a written notice to the Offeror (the "PAC Election Notice"), which PAC Election Notice shall constitute the binding agreement of PAC and Offeror to purchase and sell all of such Offered Shares at the price and on the terms and conditions set forth in the Notice. If Within forty-five (45) days of delivery of the Notice provides PAC Election Notice, PAC shall deliver a certified check payable to such Offeror, or to such other person as such Offeror may request, in the amount of the purchase price (as calculated below) of such Offered Shares to be purchased by PAC. Upon receipt of payment for the payment Offered Shares, such Offeror shall deliver instruments of nontransfer duly endorsed in blank, together with the corresponding certificate(s) representing all such Offered Shares to PAC. Notwithstanding the foregoing, if any approval, consent or other action by, or filing with, any governmental authority (a "Governmental Action") is required in connection with any such purchase of Offered Shares and such Governmental Action has not been completed or obtained on or prior to the date scheduled for closing, the closing of the purchase of all Offered Shares shall take place on the second (2nd) business day after such Governmental Action has been completed or obtained. The Parties shall use reasonable efforts to complete or obtain any such required Governmental Actions; provided that no Party shall be required to agree to any divestiture or operational constraint or pay any material amount of money (other than the filing fee payable in connection with any notification required under the ▇▇▇▇-cash consideration▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, Buyer at its option may pay as amended) as a condition of obtaining such Governmental Action. If each of the consideration Parties have acted in cash equal to Buyer's good faith estimate to complete or obtain any such required Governmental Action and such Governmental Action has not been completed or obtained on or before the date which is ninety (90) days after the delivery to the Offeror of the present fair market value PAC Election Notice, the proposed sale of Offered Shares subject to such required Governmental Action shall be canceled and, for all purposes, PAC shall be deemed to have elected not to purchase such Offered Shares pursuant to this Section 1 and the Offeror shall be free to Transfer the Offered Shares to the Third Party Purchaser. The Parties acknowledge that, if PAC delivers a PAC Election Notice, it may, at the election of PAC, cause the Company, its subsidiaries or any PAC Affiliate to purchase all or any part of the non-cash consideration offeredOffered Shares in lieu of PAC in accordance with the time periods set forth above. (Cb) If Buyer the PAC Election Notice is not received by such Offeror from PAC within the period specified in paragraph (a) above, or if PAC (together with any of its designee designees) elects not to purchase or obtain less than all of the Offered Shares designated or fails to deliver the purchase price of the Offered Shares in accordance with the Noticeterms hereof, then Seller may the Offeror shall have the right to Transfer the Offered Shares referred to specified in the Notice to the proposed transfereeThird Party Purchaser in accordance with the terms of this Agreement, providing but only at a price and upon terms and conditions no less favorable to the Offeror than those stated in the Notice and only if the consummation of sale occurs on a date within 90 days from the end of the PAC Election Period. (c) For purposes of calculating the purchase price of any such transfer, sale or disposition, if any portion of the consideration consists of other than cash, the fair market value of any non-cash consideration shall be determined in accordance with Section 7(m) below. (d) The closing of the transactions contemplated by this Section 1 shall occur at the principal place of business of the Company unless otherwise agreed to in writing by PAC and the parties to such transaction. (e) Notwithstanding the foregoing, nothing in this Section 1 shall prevent the Transfer of any Restricted Shares by any Stockholder to a Permitted Transferee. As used herein, the term "Permitted Transferee" shall mean (1i) for any Stockholder, the Company or any of its wholly-owned Subsidiaries, (ii) for any Stockholder that is completed within 30 days after an individual, his or her spouse, or his or her lineal descendants (which term shall include biological as well as adopted descendants) or trusts for their benefit provided that such Stockholder retains the expiration of Buyer's sole and exclusive right to purchase vote or obtain dispose of any Restricted Shares transferred to such Sharestrust or any family member, (2iii) for any Stockholder that is made at the price an individual, upon such Stockholder's death, such Stockholder's executors, administrators, testamentary trustees, legatees and terms designated in the Noticebeneficiaries, (iv) for any Stockholder that is an entity, any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Stockholder, and (3v) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to for any Stockholder that is an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredentity, Seller must give notice in accordance with this paragraph prior to any other its stockholders, partners or subsequent Transfer of such Sharesmembers. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) If, prior to an initial public offering of Buyer's securities his or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's her bona fide intention to Transfer sell or otherwise transfer such Shares, (2ii) the name and address of the proposed transfereepurchaser(s), (3iii) the number of Shares the Optionee proposes to be transferredsell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (4v) all other material terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed sale. (Bb) Within 60 thirty (30) days after receipt of the Offer Notice, Buyer the Company or its designee shall have the first right nominee(s) may elect to purchase all or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate any portion of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Offered Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by on the terms and provisions conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Article VIII and Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to become a party be purchased, duly endorsed for transfer to an agreement containing the Company or such provisions immediately upon receipt nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of such Sharesthe Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such Shares are not so transferred, Seller sale or other transfer must give notice be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such 60-day period may be made only by again complying with the procedures set forth in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 7. (iic) Notwithstanding Section 8.1(a), Seller The Optionee may Transfer Shares: (A) to either transfer all or both of Seller's shareholders as any portion of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or Shares to a trust established for ------------------ the sole benefit of a member the Optionee and/or his or members of a Shareholder's Immediate Family, (C) to an Affiliate her spouse or (D) children without such transfer being subject to the estate right of any of the foregoing by giftfirst refusal set forth in this Section 7, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior the Shares so transferred shall remain subject to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions conditions of this Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to become a party Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Agreement immediately and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the receipt closing of such Sharesthe initial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. If at any time on or after the date hereof a Stockholder (iincluding for all purposes of this Section 5.2, any permitted transferee of his shares pursuant to Section 5.1(b)) If, prior receives a bona fide offer to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of his shares (the Shares standing in Seller's"Offer") from an unaffiliated third party (the "Offeror") which such Stockholder wishes to accept, Seller shall first offer the Stockholder may Transfer such Shares shares pursuant to the Company and in accordance with the following provisionsprovisions of this Section 5.2: (Aa) Seller Such Stockholder shall deliver cause the Offer to be reduced to writing and shall notify the Company, the Investors and the other Stockholder in writing of his desire to accept the Offer and otherwise comply with the provisions of this Section 5. The Stockholder's notice shall constitute an irrevocable offer to sell such shares to the Company, the Investors and the other Stockholder, at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer. The notice shall be accompanied by a true copy of the Offer (which shall identify the Offeror). (b) The Company shall have the right to offer to purchase all, but not less than all of the shares covered by the Offer. To exercise such right, the Company shall, within ten (10) days of receipt of such written notice (the "Company Notice Period"), communicate in writing such election to the transferring Stockholder (with copies to the Investors). Such written election to purchase shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of all of the shares covered by the Offer. (c) In the event the Company does not exercise its right pursuant to Section 5.2(b), the transferring Stockholder shall notify the Investors in writing of such fact (the "Investor Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) ). At any time within 20 days after receipt by the name and address Investors of the proposed transfereeInvestor Notice (the "Investor Notice Period"), one or more of the Investors holding at least ten percent (310%) of the Securities and the other Stockholder may, subject to the terms hereof, choose to accept the Offer with respect to all of the shares covered thereby by giving written notice to the Stockholder proposing to sell to such effect; provided that if two or more of the Investors and/or the other Stockholder choose, in the aggregate, to accept such Offer with respect to an aggregate number of shares which exceeds the number of Shares shares subject to be transferredsuch Offer and available for purchase, and (4) the purchase price per Share and terms number of payment shares for which Seller proposes the Offer may be accepted by each such Investor and Stockholder shall, in each case, be reduced by the smallest number of shares as shall be necessary to Transfer reduce the aggregate number of shares for which the Offer may be accepted by the electing Investors and Stockholder as contemplated herein to the number of shares for which the Offer was made and which are available for purchase by them; provided further, that the number of shares for which any Investor or Stockholder may accept such SharesOffer as contemplated herein shall in no event be reduced to less than the number of shares which bears the same proportion to the total number of shares which are available for purchase as the number of shares of Common Stock then held by such Investor or Stockholder (on an as converted basis as contemplated by the Certificate of Incorporation) bears to the total number of shares of Common Stock then held by all Investors and Stockholders (on an as converted basis as contemplated by the Certificate of Incorporation) accepting such Offer. (Bd) Within 60 days after receipt If shares covered by any Offer are purchased pursuant to Sections 5.2(b) or (c) , such purchase shall be (i) at the same price and on the same terms and conditions as the Offer if the Offer is for cash and/or notes or (ii) if the Offer includes any consideration other than cash and notes, then at the equivalent all cash price for such other consideration. The closing of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not shares subject to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred an Offer pursuant to in the Notice to the proposed transferee, providing such Transfer (1) is completed this Section 5.2 shall take place within 30 15 days after the expiration of Buyer's right to purchase the Company Notice Period or obtain such SharesInvestor Notice Period, (2) is made at the price and terms designated in the Noticeas applicable, and (3) the proposed transferee agrees to be bound or upon satisfaction of any governmental approval requirements, if later, by delivery by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as respective purchasers of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established purchase price for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) shares being purchased as provided above to the estate of any selling Stockholder against delivery of the foregoing certificates representing the shares so purchased, appropriately endorsed for Transfer by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesStockholder.

Right of First Refusal. (a) Subject to Sections 45(e) and ±1ffi below, Tenant shall have a right of first refusal with respect to any sale of the Premises during the Term as set forth in this Section 45. During the Term and provided no Event of Default with respect to the payment of Fixed Rent, Taxes or utility charges payable by Tenant under this Lease exists, if Landlord receives an offer to purchase the Premises on an arms-length basis from any (i) If, prior to an initial public offering a direct consumer of BuyerLandlord's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice switching and/or transloading services (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "ShareholderConsumer"), (Bii) to Person who competes with Landlord's switching and/or transloading services (a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate FamilyCompetitor"), or (iii) Person owned, controlled, owning or controlling or is controlled in common with, or a Person who owns, operates, maintains and/or manages a Class 1, 2 or 3 Railroad (as defined by the American Association of Railroads) or any related property and/or activity as their primary business (a "Railroad Enterprise") that is not Affiliated with Landlord that Landlord intends to accept (a trust established for ------------------ the benefit "Bona Fide Offer"), Landlord shall provide notice of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions conditions of this Agreement such Bona Fide Offer to Tenant (the "ROFR Notice"), which notice shall contain the material terms and conditions of such Bona Fide Offer, including any right to become perform inspections and any due diligence period which are conditions to closing. Tenant shall have a party to this Agreement immediately upon the period of 45 days following its receipt of such Sharesthe ROFR Notice (the "Exercise Period") to deliver to Landlord a notice indicating that Tenant desires to purchase the Premises on the terms and conditions set forth in the Bona Fide Offer (the "ROFR Exercise"). As used in this Section 45, an "Affiliate" shall mean, as to Landlord, (i) any person in which Landlord holds more than 50% of the beneficial ownership interests therein or (ii) any person Controlled by, under common Control with or which Controls Landlord.

Right of First Refusal. The Company hereby grants to each ---------------------- Investor the right of first refusal to purchase all or any part of such Investor's pro rata share (as defined in this Section 3.4) of New Securities (as defined in this Section 3.4) which the Company may, from time to time, propose to sell and issue. An Investor's "pro rata share," for purposes of this right of first refusal, shall be that number of Securities equal to the product obtained by multiplying (i) Ifthe aggregate number of shares of Class A Common Stock that qualify as New Securities (assuming conversion of any New Securities convertible into Class A Common Stock) covered by the Sale Notice by (ii) a fraction, prior to an initial public offering the numerator of Buyer's securities or a merger or sale which is the number of Buyer, Seller proposes to Transfer (or is required by operation shares of law or other involuntary transfer) any or all Class A Common Stock of the Shares standing in Seller'sCompany at the time held by such Investor (assuming conversion of any Securities convertible into shares of Class A Common Stock) and the denominator of which is the aggregate number of shares of Class A Common Stock then outstanding (assuming conversion of any Securities convertible into shares of Class A Common Stock). An Investor may exercise its rights under this Section 3.4 through any of its Affiliates. If any Investor fails to elect fully to purchase such Investor's pro rata share pursuant to this Section 3.4, Seller the Company shall first offer give notice of such Shares failure to the Company Investors who did so elect (the "Purchasing ---------- Investors"). Such notice may be made either in accordance writing or orally, if confirmed --------- in writing within three (3) business days. The Purchasing Investors shall have five (5) business days from the date of such notice to agree to purchase their pro rata share of the unpurchased Investor portion. This right of over- allotment shall exist solely with respect to the Investors herein and may not be assigned by any of them to any person other than an Affiliate, including any subsequent holder of the Securities. This right of first refusal shall be subject to the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. A. In the event that a Stockholder shall receive a Bona Fide Offer to purchase (iwhether outright or pursuant to a merger, consolidation, reorganization, or similar transaction) Ifall (but not less than all) of such Stockholder’s shares of Stock, prior and in the further event that such Stockholder (hereinafter referred to an initial public for all purposes of this Article 4 as the “Offering Stockholder”) is willing to accept such Bona Fide Offer, he shall promptly send Registered Notice to the Corporation, offering to sell his shares of Buyer's securities Stock to the Corporation at the price provided in e4C hereof and upon the same terms and conditions as are contained in the Bona Fide Offer. The Corporation shall then have such rights and privileges for the prescribed time periods as are set forth in § 4C hereof. B. For purposes of this Article 4, the purchase price for the shares of Stock of the Offering Stockholder shall be the lower of (1) the Fair Market Value as determined pursuant to the last valuation of the Corporation’s Stock preceding the receipt of such Bona Fide Offer or (2) the price provided under such Bona Fide Offer. C. Whenever, under this Agreement, the Offering Stockholder has received a merger or sale of Buyer, Seller proposes Bona Fide Offer to Transfer (or is required by operation of law or other involuntary transfer) any or purchase all of the Shares standing in Seller'shis shares of Stock, Seller shall first offer such Shares to the Company in accordance with the following provisionsprocedures shall be complied with: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, For a period of sixty (260) the name and address days from its receipt of the proposed transfereeRegistered Notice, (3) the number Corporation shall have the right, at its sole option, to purchase all or any part of Shares to be transferred, and (4) the shares of Stock so offered at the purchase price per Share provided in § 4B hereof and upon such other terms of payment for which Seller proposes and conditions as are contained in the Bona Fide Offer. If the Corporation shall not elect to Transfer such Shares. (B) Within 60 days after receipt purchase all of the Noticeshares of Stock so offered within such sixty (60)-day period for any reason whatsoever, Buyer or its designee then each employee pension benefit plan maintained by the Corporation that is authorized to purchase and hold Stock shall have the first right to purchase or obtain such Sharesright, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate sole option, for a period of the present fair market value of the non-cash consideration offered. thirty (C30) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right such sixty (60)-day period, to purchase pro rata, in proportion to their ownership of shares of Stock, or obtain in such Sharesother proportion as they shall otherwise agree upon, all (but not less than all) of the shares of Stock offered as aforesaid to the Corporation and not elected to be purchased by the Corporation. The Corporation and the employee pension benefit plans shall exercise such options to purchase by giving Registered Notice to the Offering Stockholder, within the prescribed time periods, of such intention to exercise. (2) is made at If the price Corporation and terms designated the employee pension benefit plan shall not, individually or together, purchase within the prescribed time periods all of the shares of Stock covered by the Bona Fide Offer, the Offering Stockholder shall have the right to accept the Bona Fide Offer in whole (but not in part) and to sell such shares of Stock, subject to the Noticeprovisions and restrictions of this Agreement, and but only in strict accordance with all of the provisions of the Bona Fide Offer. (3) the proposed transferee agrees to be bound For all purposes of this Article 4, such sale by the Offering Stockholder must be fully consummated within one hundred twenty (120) days after the date of mailing of the Registered Notice by the Offering Stockholder, and, in the event that such sale is not fully consummated within such period or the terms and of the Bona Fide Offer change, the provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller 4 must give notice in accordance again be complied with this paragraph prior to any other or subsequent Transfer of such Sharesby the Offering Stockholder. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and D. The provisions of this Agreement Article 4 shall terminate automatically and to become be of no further force and effect upon a party to this Agreement immediately upon Public Offering of the receipt of such SharesStock.

Right of First Refusal. (a) The following Transfers of Voting Shares by SPE or USI or their respective Affiliates (the proposed transferor, the "Transferring Party") will be subject to the right of first refusal provisions of this Section 4.4: (i) If, prior to an initial any Transfer in one or a series of related privately-negotiated transactions or a public offering if (A) 5% or more of Buyer's securities or a merger or sale of Buyerthe then outstanding Voting Shares are subject to the Transfer, Seller proposes to Transfer (or is required by operation of law or other involuntary transferB) any transferee, or all any Group of which a transferee is a member, would, following such Transfer, beneficially own 5% or more of the outstanding Voting Shares standing (except, in Seller'sthe case of any public offering, Seller the limitation set forth in this clause (B) shall first not be applicable if the Transferring Party has taken all reasonable steps to assure that such limitation shall have been satisfied) or (C) in the case of any Transfer by SPE or any of its Affiliates, SPE's Applicable Percentage exceeds 25%; (ii) any Transfer pursuant to a bona fide third party tender offer such Shares or exchange offer; (iii) any Transfer to the Company in accordance with or to a Subsidiary of the following provisions:Company pursuant to a self-tender offer or otherwise; and (Aiv) Seller any Transfer in a Market Sale. Notwithstanding the foregoing and subject to compliance with Section 4.5(a), the provisions of this Section 4.4 shall not apply to any Transfer between SPE or USI and any of their respective Permitted Transferees. (b) Prior to effecting any Transfer described in Section 4.4(a), the Transferring Party shall deliver a written notice (a the "Offer Notice") to ------ Buyer stating USL if the Transferring Party is SPE or an Affiliate thereof, or to SPE, if the Transferring Party is USI or an Affiliate thereof (1the recipient of such notice, the "Other Stockholder"), which Offer Notice shall specify (i) Seller's bona fide intention the Person to whom the Transferring Party proposes to make such Transfer such Sharesor the proposed manner of Transfer in the case of a public offering or a Market Sale, (2ii) the name number or amount and address description of the Voting Shares to be Transferred, (iii) except in the case of a public offering or a Market Sale, the Offer Price (as defined below), and (iv) all other material terms and conditions of the proposed transfereeTransfer, (3) the number including a description of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the any non-cash consideration offeredsufficiently detailed to permit valuation thereof, and which Offer Notice shall be accompanied by any written offer from the prospective transferee to purchase such Voting Shares, if available and permitted pursuant to the terms thereof. The Offer Notice shall constitute an irrevocable offer to the Other Stockholder or its designee, for the period of time described below, to purchase all (but not less than all) of such Voting Shares upon the same terms specified in the Offer Notice, subject to Section 4.4(g) and as otherwise set forth in this Section 4.4. The Other Stockholder may elect to purchase all (but not less than all) of the Voting Shares at the Offer Price (or, if the Offer Price includes property other than cash, the equivalent in cash of such property as determined in accordance with Section 4.4(g)) and upon the other terms and conditions specified in the Offer Notice. (Cc) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions For purposes of this Article VIII and Section 4.4, "Offer Price" shall be defined to become mean on a party to an agreement containing such provisions immediately upon receipt per share or other amount of such Shares. If such Voting Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.basis

Right of First Refusal. Any proposed transfer of Voting Securities by USW pursuant to Section 5.3(a)(iii) shall be subject to a right of first refusal on the part of ATI, as follows: (ia) IfIn the event of a transfer (or series of related transfers) which is not a Permitted Offering and involves in the aggregate less than 1% of the then outstanding Voting Securities, ATI shall have no right of first refusal. (b) In all other cases, USW shall deliver to ATI a notice (a "ROFR Notice") at least four business days prior to an initial public offering (x) in the case of Buyer's securities a Permitted Offering, the delivery of a request to file a registration statement pursuant to Section 7.1(a), or (y) in all other cases the execution of a merger stock purchase agreement or sale other action committing USW to such transfer. Such ROFR Notice shall set forth (A) the identities of Buyereach proposed transferee that, Seller together with its Affiliates and any group (within the meaning of Section 13(d)(3) of the Exchange Act) of which such transferee or any Affiliate is a part, proposes to Transfer purchase 1% or more of the then outstanding Voting Securities (a "1% Purchaser") and the total number of shares such 1% Purchaser proposes to acquire, (B) the aggregate number of Voting Securities to be transferred to all transferees, (C) the proposed price per share at which the Voting Securities are to be transferred, and the net proceeds per share to USW therefrom, and (D) any other material terms and conditions of the proposed transfer. In the case of a Permitted Offering, such ROFR Notice shall also contain the information specified in clauses (vi) and (vii) of Section 8.2(a). The ROFR Notice shall constitute an irrevocable offer to sell such Voting Securities to ATI, upon the terms specified therein. (c) In the case of other than a Permitted Offering, ATI may elect to purchase (x) with respect to non-1% Purchasers, all, but not less than all, of the Voting Securities referred to in the ROFR Notice which are to be transferred to such non-1% Purchasers, or is required by operation of law or other involuntary transfer(y) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares blocks to be transferred, transferred to 1% Purchasers or (z) any combination of (x) and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesy). (Bd) Within 60 In the case of a Permitted Offering, ATI may elect to purchase (x) with respect to non-1% Purchasers, all but not less than all, of the Voting Securities referred to in the ROFR Notice which are to be sold to such non-1% Purchasers, (y) one or more of the blocks to be transferred to 1% Purchasers provided that, unless ATI effects the purchase described in clause (x) above, ATI must leave at least one such block unpurchased, or (z) any combination of (x) and (y). (e) Any election by ATI described in paragraphs (c) or (d) above shall be upon the terms and conditions set forth in the ROFR Notice and shall be effected by sending to USW a Notice of Election within four business days after receipt of the ROFR Notice. Such Notice of Election shall constitute a binding obligation, Buyer or its designee shall have the first right subject to standard terms and conditions for a stock purchase agreement between an issuer and a significant shareholder, to purchase or obtain such Shares, upon the specified amount of Voting Securities (at a price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash per share equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares net proceeds per share referred to in the ROFR Notice). Such Notice to of Election also shall include the proposed transfereedate for the closing of the purchase, providing which shall be no later than 21 days following the delivery of such Transfer Notice of Election. ATI may designate a third party to exercise its right of first refusal. (1f) is completed If ATI or its designee does not exercise its right of first refusal within such four-day period, USW may proceed with the proposed transfer described in the ROFR Notice. Such transfer must be closed within 30 days after the expiration of Buyer's right date the ROFR Notice is delivered (with respect to purchase or obtain such Sharesother than Permitted Offerings), (2) and within 90 days after the Registration Statement is made at filed with the SEC, with respect to Permitted Offerings, and the price per share and the net proceeds per share to USW must equal or exceed such terms designated set forth in the ROFR Notice. USW shall, and shall cause any lead manager or managing underwriter to, use best efforts to cause the filing of the Registration Statement and the closing of the offering pursuant thereto to occur as quickly as possible. If the proposed price per share or net proceeds per share are less than those set forth in the ROFR Notice, USW shall promptly so notify ATI and (3) the proposed transferee agrees ATI shall again have a right of first refusal pursuant to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance Section 8.3 with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) respect to the estate of any of Voting Securities referred to in the foregoing by giftROFR Notice, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of revised terms, except such Sharesthat new right must be exercised within three business days after such notification.

Right of First Refusal. 21.1. Without derogating from and subject to the provisions of Article ‎20.1 and Article ‎22 above and below, until an IPO or a Liquidity Event and except as set forth in Article ‎21.9, and Article ‎24 below, in the event a Shareholder (ithe “Selling Party”) receives an offer (including a non-binding term sheet) to Transfer any of its shares to a third party, other than its Permitted Transferee (the “Offer”), and wishes to accept such Offer and Transfer all or any part of its shares (“Offered Shares”), it shall notify each of the Qualified Shareholders (the “Offeree”) in writing no less than fourteen (14) days before the date execution of the proposed Transfer, of the (a) Selling Party’s bona fide intention to effect a Transfer of such shares; (b) identity and background of the proposed third party purchaser; (c) the number, class and series of shares to be Transferred by the Selling Party, and (d) the price per share and other material terms and conditions of the proposed Transfer and any writing provided by any third party purchaser (if applicable) evidencing such terms (the “Notice”). 21.2. The Offeree shall have a right, but not the obligation, to, unconditionally accept the Offer to purchase all, or any of the Offered Shares under the same terms and conditions of the Offer, by providing the Selling Party a written notice of its agreement to purchase the Offered Shares within fourteen (14) days of its receipt of the Notice (“Offer Period”). If an Offeree did not respond to the Offer within the Offer Period, it shall be deemed to have waived such Offer. 21.3. If such Offered Shares are not Transferred to the proposed transferee in compliance with the foregoing within ninety (90) days following the end of the Offer Period, such Offered Shares shall not be Transferred to any person without again being subject to the provisions and restrictions of this Article ‎21. 21.4. Any Offeree which chooses to exercise the right of first refusal set forth herein may designate as purchasers under such right itself or its Permitted Transferee in such proportions as it deems appropriate. Any Transfer of shares under this Article ‎22.5 shall be subject to and conditioned upon the transferee of the shares executing and delivering to the Company, in advance and in writing, an undertaking in favor of the Company and its shareholders to be bound by and comply with the terms and conditions set forth herein. 21.5. If, prior to an initial public offering by the end of Buyer's securities or a merger or sale the Offer Period, acceptances, in the aggregate, have been received in respect of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Offered Shares, then the terms set forth in the Offer shall be binding upon the Selling Party and the accepting Offeree such that the Offeree who has so accepted the Offer shall purchase the number of Offered Shares standing indicated in Seller'sthe acceptances notice submitted by such Offeree, Seller shall first offer and the Selling Party must sell such Offered Shares to such Offeree in the Company respective numbers indicated in its acceptance notices, all in accordance with the following provisions:terms set forth in the Offer. (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such 21.6. If, by the end of the Offer Period, acceptances, in the aggregate, have been received in respect of more than 100% of the Offered Shares, (2) then the name rights and address obligations to purchase such Offered Shares shall be allocated among such accepting Offerees in accordance with their respective pro-rata share of the proposed transfereeOffered Shares, being the ratio between (3i) the number of outstanding shares of the Company held by each such Offeree as of the date of the Offer and (ii) the total number of outstanding shares of the Company held as of such date by all accepting Offerees, but without exceeding the number of Offered Shares indicated in each such Offeree’s acceptance notice (any excess Offered Shares, if any, remaining after each such allocation, shall be re-allocated in the same manner among those Offerees who have not yet been allocated the full amount of Offered Shares they elected to purchase under their acceptance notices, until each such accepting Offeree has been allocated the number of Offered Shares indicated in its acceptance notice or until the rights (and obligations) to purchase 100% of the total Offered Shares have been allocated as aforesaid). 21.7. If, by the end of the Offer Period, acceptances have been received for less than 100% of the Offered Shares, then the Selling Party shall not be required to sell any of the Offered Shares to be transferredthe Offeree, and will be entitled, during the ninety (490) days following the end of the Offer Period, to Transfer all (but not less than all) of the Offered Shares only to the proposed transferee indicated in the Offer, at a price that shall not be less than the price indicated in the Offer and under terms not more favorable to the proposed transferee than those specified in the Offer. 21.8. Should the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of specified in the NoticeOffer be payable in property other than cash, Buyer or its designee the Offerees shall have the first right to pay the purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment form of non-cash consideration, Buyer at its option may pay the consideration in cash equal in amount to Buyer's good faith estimate the value of such property. The valuation shall be made by an appraiser of recognized standing selected by the Board, whose appraisal shall be determinative of such value. The period for exercise of the present fair market value right of first refusal by the Offerees shall commence at such time that the valuation has been provided to all Offerees. The cost of such appraisal shall be shared equally by the Selling Party and, if any, the Offerees who elected to exercise the right of first refusal, with one-half of the non-cash consideration offeredcost borne by the Offerees (if applicable) pro rata to the number of shares each such party elected to purchase pursuant to this Article ‎21.8. (C) If Buyer or its designee elects 21.9. The right of first refusal under this Article ‎21.1 will not apply to purchase or obtain all Transfers of shares of the Shares designated Company by Offerors (i) to their respective Permitted Transferees, or (ii) in a transaction made in accordance with Article ‎26 below ('Bring Along'). 21.10. In accordance with the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and ‎21 shall apply also to become a party to an agreement containing such provisions immediately upon receipt Transfer of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other debt or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as equity securities of the date hereof (a "Shareholder"), (B) Company or any rights to a Shareholder's spouse, child, grandchild, ----------- parent, brother, acquire any such debt or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any equity securities of the foregoing by giftCompany, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound unless otherwise determined by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon Board or in the receipt of instrument governing such SharesSecurities.

Right of First Refusal. (ia) IfFrom the Closing until June 30, prior to an initial public offering 1997, the Investor may not sell, transfer or dispose of Buyer's securities or a merger or sale ("Transfer") any of Buyer, Seller proposes to Transfer its shares of Series A Preferred Stock (or is required by operation of law Common Stock issued upon conversion thereof or other involuntary transfer) any or all upon exercise of the Shares standing in Seller'sWarrant), Seller shall first offer such Shares to and after June 30, 1997, the Company Investor may not Transfer any of its shares of Series A Preferred Stock (or Common Stock issued upon conversion thereof or upon exercise of the Warrant), except in accordance with the following provisionsprocedures: (Ai) Seller If the Investor desires to Transfer all or any part of the Investor's shares of Series A Preferred Stock, the Investor shall deliver submit a written notice offer (a the "NoticeOffer") to ------ Buyer stating sell such shares of Series A Preferred Stock (1together, the "Offered Shares") Seller's bona fide intention to Transfer such SharesHoldings and the Stockholders, (2) the name and address of the proposed transferee, (3) which Offer shall specify the number of Offered Shares proposed to be transferredsold, the total number of shares of Series A Preferred Stock owned by the Investor, and (4) the purchase price per Share terms and conditions, including price, at which the shares of Series A Preferred Stock are being offered to Holdings and the Stockholders, and such terms of payment for which Seller proposes shall not be more favorable to Transfer such Sharesthe Investor than the terms offered to Investor by the third party. (Bii) Within 60 days after receipt of the Notice, Buyer or its designee Holdings shall have the first right to purchase all of the Offered Shares. In the event that Holdings determines not to purchase any of the Offered Shares or obtain such less than all of the Offered Shares, upon each Stockholder shall have the price and terms right to purchase that number of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash Offered Shares as shall be equal to Buyer's good faith estimate the number of Offered Shares not purchased by Holdings multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then owned by such Stockholder and the denominator of which shall be the aggregate number of shares then owned by all of the present fair market value of Stockholders (the non-cash consideration offered"Pro Rata Fraction"). In all instances, the Stockholders shall only have the right, but not the obligation, to purchase such Offered Shares as are not purchased by Holdings. (Ciii) Stockholders shall have a right of oversubscription such that if any Stockholder fails to accept the Offer as to its or his full Pro Rata Fraction, the other Stockholders shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Stockholder by accepting the Offer as to more than its or his Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Stockholders shall be cut back with respect to their oversubscriptions so as to sell the Offered Shares as nearly as possible in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (iv) If Buyer Holdings or its designee elects not a Stockholder desires to purchase all or obtain any part of the Offered Shares, Holdings or such Stockholder (a "Purchasing Stockholder") shall communicate in writing its or his election to purchase (an "Acceptance") to the Investor, which Acceptance shall state the number of Offered Shares Holdings or the Purchasing Stockholder desires to purchase and shall be delivered in person or mailed to the Investor at the address set forth in the Offer, with a copy to Holdings and the other Stockholders, within 20 days of the date the Offer was made. Sale of the Offered Shares to be sold to Holdings or the Purchasing Stockholders pursuant to this Section 7.7 shall be made at the offices of the Investor on the thirtieth day following the expiration of the 20-day period after the Offer is made (or if such thirtieth day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Investor's delivery to Holdings or each Purchasing Stockholder, as the case may be, of a certificate or certificates evidencing the Offered Shares to be purchased by it or him, duly endorsed for transfer to Holdings or the Purchasing Stockholder, as the case may be, which shares shall be delivered free and clear of all liens, charges, claims and encumbrances of any nature whatsoever, against payment to the Investor of the purchase price therefor by Holdings or such Purchasing Stockholder, as the case may be. Payment for the Offered Shares shall be made as provided in the Offer or by wire transfer or cashier's check. (v) If Holdings and/or the Stockholders, as the case may be, do not agree to purchase all of the Shares designated in the NoticeOffered Shares, then Seller all of the Offered Shares may Transfer be sold by the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed Investor at any time within 30 120 days after the expiration of Buyer's right date the Offer was made. Any such sale shall be upon terms and conditions, including price, not less favorable to purchase or obtain such Shares, (2) is made at the price and terms designated Investor than those specified in the Notice, and (3) the proposed transferee agrees Offer. Any Offered Shares not sold within such 120-day period shall continue to be bound by subject to the terms and provisions requirements of a prior offer pursuant to this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 7.7. (iib) Notwithstanding Any prohibition on transfer stated in this Section 8.1(a), Seller may Transfer Shares: 7.7 shall also include the Warrant. (Ac) to either The covenant set forth in this Section 7.7 shall terminate and be of no further force or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately effect upon the receipt consummation of such Sharesan IPO.

Right of First Refusal. (i) IfExcept for a transfer pursuant to Section 2(a) or (b) above, prior if HarnCo desires to an initial public offering make a transfer of Buyer's securities all or a merger or sale any portion of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such its Shares to the Company a bona fide prospective purchaser for value in accordance with the following provisions: (A) Seller a transaction, HarnCo shall deliver give a written notice (a "First Refusal Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice signed by HarnCo to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration Company and Investor of BuyerHarnCo's right desire to purchase or obtain such Shares, (2) is made at the price and terms designated do so. The Notice shall set forth in the Notice, and (3) the proposed transferee agrees to be bound by reasonable detail the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredthe proposed transfer, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a)including, Seller may Transfer Shares: without limitation, (A) the Shares to either or both of Seller's shareholders as of be transferred (the date hereof (a "ShareholderOffered Shares"), (B) the identity and the address of the Person to whom HarnCo proposes to transfer the Offered Shares and (C) the price, terms and conditions of the proposed transfer. (ii) The Investor and the Company shall have the irrevocable and exclusive option, but not the obligation, to purchase some or all of the Offered Shares, at the same price and upon terms and conditions substantially equivalent to those offered by the prospective purchaser (as evidenced by a Shareholder's spousecopy of such offer to purchase which shall accompany the First Refusal Notice). If the Company elects to purchase some or all of the Offered Shares, childit shall give notice of such election to HarnCo and Investor within 45 days after the receipt of the First Refusal Notice. If the Company has not elected to purchase all of the Offered Shares, grandchildthe Investor may elect to purchase all of the remaining Offered Shares which the Company has not elected to purchase, ----------- parentto be transferred upon the same terms and conditions as those set forth in the First Refusal Notice by delivering a written notice of such election to HarnCo and the Company within 45 days after the receipt of the First Refusal Notice. (iii) If the Company and/or Investor give notice of their election to purchase pursuant to the foregoing provisions, brotherthey shall be obligated to purchase from HarnCo, and HarnCo shall be obligated to sell to the Company and/or Investor, the Offered Shares stated therein, at the price and on the terms and conditions determined pursuant to the foregoing provisions within 45 days after their election. (iv) If HarnCo gives the First Refusal Notice and the Company and Investor, together, do not elect, pursuant to the foregoing provisions, to purchase all of the Offered Shares, HarnCo may, at any time or sister times after the 45th day following receipt of the First Refusal Notice by the Company and Investor (or such earlier date that the Company and Investor shall notify HarnCo of their intent not to elect to purchase the Offered Shares) and for 30 days thereafter (the "Immediate FamilyDisposition Period"), or to a trust established for ------------------ transfer the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Offered Shares to the estate of any of Person or Persons specified in the foregoing by giftFirst Refusal Notice, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to at the Transfer price and that the proposed transferee agrees to be bound by on the terms and provisions conditions therein, and any Offered Shares not so transferred by HarnCo during the Disposition Period may not thereafter be transferred, except in compliance with the foregoing provisions. (v) For purposes of this Agreement and Section 2(c), Investor may designate any Person to become a party exercise its right to this Agreement immediately upon acquire the receipt of such Offered Shares. (vi) The Company agrees not to effect any transfer of Offered Shares by HarnCo until it has received evidence reasonably satisfactory to it that the right of first refusal described above, if applicable to such transfer, has been complied with.

Right of First Refusal. (a) If any Member desires to Transfer all or any portion of its Membership Interest (the "Subject Interest") to any Person (other than pursuant to a Pledge), and such Transfer is not otherwise permitted by Sections 6.1 or 6.3 hereof, then, such Member (the "Seller") shall submit to the other Member (the "Buyer") a true copy of a bona tide written offer to purchase the Subject Interest (the "Offer"), which Offer shall in any event (i) Ifprovide for (x) an all cash at closing purchase price that provides for no contingent payments, prior participation features or other payments other than as are customary to a Transfer for an all cash at closing purchase price, or (y) a purchase price that can be paid with cash, marketable securities, and/or units in an operating partnership which are convertible into marketable securities, and that can, strictly for purposes of this provision and the calculation hereinafter referenced, be converted to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferredcash at closing purchase price equivalent, and (4ii) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon disclose the price and terms of payment designated such proposed sale and the name, address, and beneficial ownership of the proposed purchaser. The Buyer shall have the absolute right to purchase the Subject Interest upon the terms and conditions set forth in the Offer, or if such Offer provides for a purchase price to be paid in other than all cash at the closing, the Buyer may purchase the Subject Interest for an all cash at closing purchase equivalent; provided, however, that, regardless of such terms and conditions, the date, time, and place for the consummation of such purchase shall be as designated by the Buyer, provided that the date so designated shall be a Business Day within seventy-five (75) Days after the Exercise Notice (as defined below) with at least ten (10) Days’ advance written notice thereof to the Seller. The Buyer shall, within forty-five (45) Days after receipt of the Offer (the "Exercise Period"), specify in a notice (an "Exercise Notice") to the Seller whether or not it desires to purchase the Subject Interest. Such Exercise Notice shall be accompanied by a c▇▇▇ ▇▇▇▇▇▇▇ money deposit equal to five percent (5%) of the purchase price if the Buyer elects to purchase the Subject Interest. If the Buyer fails to give an Exercise Notice provides (and deposit) within the Exercise Period as to the Subject Interest, such failure shall constitute an election to reject the Offer. The closing of a purchase by a Buyer shall be held in accordance with the provisions of Section 6.7 hereof. At the closing, the Buyer’s e▇▇▇▇▇▇ money deposit, together with interest thereon, shall be credited against the purchase price for the payment Subject Interest (or returned in the event that the purchase price is to be paid in other than cash); provided, however, that if the closing shall fail to occur because of nona default by the Buyer, the Buyer may not submit an Offer, a Buy-cash considerationSell Notice, Buyer at or a Sale Notice, for a period of twelve (12) months after the scheduled closing date, and the Seller shall have the right, as its option may pay exclusive remedy, to retain the consideration Buyer’s deposit, together with interest thereon, as liquidated damages, it being agreed that in cash equal such instance, the Seller’s damages would be difficult, if not impossible, to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredascertain. (Cb) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then The Seller may Transfer sell the Shares referred to in Subject Interest, if the Notice Offer was not so accepted, to the proposed transfereepurchaser whose name and address were disclosed in the Offer but only (i) upon the same terms and conditions set forth therein (except that the purchase price for the Subject Interest may be ninety-five percent (95%) or more of the purchase price for the Subject Interest as set forth in the Offer), providing such Transfer (1ii) is completed within 30 days seventy-five (75) Days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the NoticeExercise Period, and (3iii) after the proposed transferee agrees Seller has obtained any Third Party consents necessary to effectuate the sale; otherwise, any such sale shall be bound by null and void and of no force or effect whatsoever. Notwithstanding anything to the terms and provisions of this Article VIII and to become contrary contained herein, a party to Member may not submit an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice Offer in accordance with this paragraph prior Section 6.4 if (x) a Member has given a Buy-Sell Offer in accordance with Section 6.5 hereof or a Sale Offer in accordance with Section 6.6 hereof, in either case, that is outstanding or pursuant to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (which a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brotherpurchase has not yet been consummated, or sister ("Immediate Family"), or to y) a trust established for ------------------ Member is marketing the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; Property as provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharesin Section 6.6 hereof.

Right of First Refusal. Except as may be permitted under Section 4.2, or under any other provision of this Agreement, if a Minority Stockholder or any of its Permitted Transferees shall at any time propose to Transfer all or any portion of its Shares (i) Ifa "Minority Sale"), prior or is to an initial public offering be divested of Buyer's securities its interest in all or a merger portion of its Shares though seizure or sale of Buyer, Seller proposes to by legal process or any Transfer (or is required by through operation of law law, such Minority Stockholder or other involuntary transferPermitted Transferee (the "Minority Transferor") any or all of shall notify the Shares standing in Seller's, Seller Board and shall first offer such Shares for sale in writing to the Company in accordance with Company. Such written offer (the following provisions: (A) Seller shall deliver a written notice (a "NoticeOffer") shall state the number and type of Shares to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Sharesbe Transferred, (2) the name and address of the proposed transferee, and the terms, conditions and third party price of the proposed Transfer. Upon receipt of such Offer, the Company (3and if a right to purchase is granted to the ▇▇▇▇▇▇▇▇ Investors and the ▇▇▇▇ Investors pursuant to Section 4.1.2.2, the ▇▇▇▇▇▇▇▇ Investors and the ▇▇▇▇ Investors) shall have the number following rights and options: 4.1.1.1. In the case of a proposed Minority Sale, the Company (and the ▇▇▇▇▇▇▇▇ Investors and the ▇▇▇▇ Investors, if applicable) may purchase the Shares to set forth in the Offer at the purchase price and upon such terms and conditions as follows: (a) The purchase price for the Shares offered for sale will be transferred, and the lesser of (4x) the purchase price per Share proposed by the third party as described in the Offer, and (y) an amount equal to 100% of the Contract Price (provided, however, that the purchasing party may, at its option, elect to forego determination of the Contract Price and set the purchase price at the third party offer price); and (b) If the purchase price is that proposed by the third party, the terms of payment for shall be as proposed by the third party (except that if the purchasing party elects to pay the lesser of the third party sale price or the Contract Price, the "date of purchase" may be deferred until a date which Seller proposes to Transfer such Shares.will be no later than 20 days after determination of the Contract Price); and (Bc) Within 60 days after receipt of If the Noticepurchase price is the Contract Price, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in shall be the NoticeContract Terms. 4.1.1.2. If the Notice provides for Minority Transferor is to be divested of its interest in said Shares through seizure or sale by legal process or by any Transfer through operation of law, including without limitation, a Transfer in connection with a judgment lien or a proceeding under the payment of non-cash considerationBankruptcy Code, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all price of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice shall be an amount equal to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price Contract Price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharespayment shall be the Contract Terms. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. Except as set forth in Sections 3.1.1, ---------------------- 3.1.2, 5, 6 or 7 hereof, no holder of Mezzanine Securities shall Transfer any Mezzanine Securities to any Person, unless such holder (the "Transferring Holder") first (i) If, gives the Company not less than thirty ------------------- (30) days prior to an initial public offering written notice of Buyer's securities or a merger or sale of Buyer, Seller proposes its intent to Transfer such Mezzanine Securities (or is required by operation of law or other involuntary transfer) any or all the "Offer Notice"), which notice shall set forth the principal ------------ terms of the Shares standing in Seller'sproposed Transfer, Seller shall first including the type and number of Mezzanine Securities to be Transferred, the purchase price therefor, the identity of any proposed transferee, a written bona fide and unconditional offer by such Shares proposed transferee to consummate the proposed Transfer and any other material term of the proposed transaction and (ii) offers to Transfer such Mezzanine Securities to the Company (or, at the Company's option, to any Person which the Company may designate) or, if applicable as set forth below, to any other Investor, on the terms set forth in accordance with such Offer Notice (or, in the following provisions: case of a Transfer all or a portion of the consideration for which would consist of non-cash items, at the Company's or such other Investor's option, for cash in an amount equal to the Fair Market Value of the total consideration proposed to be received in respect of such Mezzanine Securities). The Company (Aor such designated Person or any combination thereof) Seller shall deliver a may elect to purchase all (but not less than all) of the Mezzanine Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder within thirty (a "Notice"30) to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt by the Company of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Offer Notice. If the Notice provides for Company (or such -13- designated Person) has not within thirty (30) days after receipt by the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate Company of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not Offer Notice elected to purchase or obtain all of the Shares designated Mezzanine Securities specified in the Offer Notice, then Seller may the Company shall notify all Investors (other than the Transferring Holder) of the proposed Transfer and such other Investors will be permitted to purchase all (but not less than all) of the Shares referred to Mezzanine Securities specified in the Offer Notice to (the proposed transferee, providing allocation of such Transfer (1) is completed within 30 days after the expiration of Buyer's right Securities among such other Investors who elect to purchase or obtain to be as determined by them or, absent such Sharesdetermination, (2to be allocated in proportion to their respective ownership interests in the Company as determined by the Board of Directors) is made at the price and on the terms designated specified in the Offer Notice by delivering written notice of such election to the Company within thirty (30) days after the Company's delivery of the notice to Investors referred to above. If the Company (or such designated Person) or, if applicable, any other Investor, has elected to purchase the Mezzanine Securities specified in the Offer Notice from the Transferring Holder, the Transfer of such shares will be consummated as soon as practical after the delivery of the election notice, but in any event within ninety (90) days from the date of the Offer Notice. If neither the Company (or such designated Person) nor any other Investor has elected to purchase all of the Mezzanine Securities specified in the Offer Notice within such 90-day period, the Transferring Holder may, within sixty (60) days thereafter, Transfer such Mezzanine Securities to the proposed transferee identified in the Offer Notice at a price no less than the price per unit specified in the Offer Notice and on other terms no more favorable in any material respect to the transferees than offered to the Company and other Investors in the Offer Notice, but only if the Transferring Holder has received the prior written consent of the Company to such Transfer (which consent shall not be unreasonably withheld) and (3) has executed and delivered to the proposed Company an instrument in form satisfactory to the Company pursuant to which such transferee agrees to be bound by the terms and of this Agreement as a Mezzanine Investor. In the event the Mezzanine Securities subject to any Offer Notice are not sold within the applicable period specified above, they shall again become subject to the restrictions on Transfer contained in this Section 3. The foregoing provisions of this Article VIII and Section 3.1.7 shall not apply to become a party to an agreement containing such provisions immediately upon receipt Transfers by the Initial Fund Investor or its Affiliates, in compliance with the MFN Letter Agreement, of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Mezzanine Securities issued to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior Initial Fund Investor pursuant to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesMezzanine Securities Purchase Agreement.

Right of First Refusal. (i) IfNo stockholder shall Transfer any of the shares of stock of the corporation, prior except by a Transfer that meets the requirements set forth in this Section 37, in addition to an initial public offering of Buyer's securities any other restrictions or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of requirements set forth under applicable law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisionsthese Bylaws: (Aa) Seller If the stockholder desires to Transfer any of his or her shares of stock, then the stockholder shall deliver a first give written notice (a "Notice") thereof to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the corporation. The notice shall name and address of the proposed transferee, (3) transferee and state the number of Shares shares to be transferred, the proposed consideration, and (4) all other terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed transfer. (Bb) Within 60 For 30 days after following receipt of such notice, the Notice, Buyer or its designee corporation shall have the first right option to purchase or obtain such Shares, upon up to all the shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of payment designated the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the Noticeprice and upon the terms set forth therein. If In the Notice provides event of a gift, property settlement or other Transfer in which the proposed transferee is not paying the full price for the payment shares, and that is not otherwise exempted from the provisions of non-cash considerationthis Section, Buyer at its option may pay the consideration in cash equal price shall be deemed to Buyer's good faith estimate of be the present fair market value of the non-cash consideration offeredstock at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the 18 (c) The corporation may assign its rights hereunder. (Cd) If Buyer or In the event the corporation and/or its designee elects not assignee(s) elect to purchase or obtain all acquire any of the Shares designated shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Notice, then Seller may Transfer Secretary of the Shares referred to corporation shall so notify the transferring stockholder and settlement thereof shall be made in the Notice to the proposed transferee, providing such Transfer (1) is completed cash within 30 days after the expiration Secretary of Buyer's right the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice. (e) In the event the corporation and/or its assignees(s) do not elect to purchase or obtain such Shares, (2) is made at acquire all of the price and terms designated shares specified in the Noticetransferring stockholder’s notice, said transferring stockholder may, subject to the corporation’s approval and (3all other restrictions on Transfer located in Section 36 of these Bylaws, within the 60-day period following the expiration or waiver of the option rights granted to the corporation and/or its assignees(s) herein, Transfer the proposed transferee agrees shares specified in said transferring stockholder’s notice that were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be bound by subject to the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice Bylaw in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesthe same manner as before said Transfer. (iif) Notwithstanding Section 8.1(a)Anything to the contrary contained herein notwithstanding, Seller may Transfer Sharesthe following transactions shall be exempt from the right of first refusal in paragraph (a) of this Section: (A1) A stockholder’s Transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to either such stockholder’s immediate family or both to any custodian or trustee for the account of Seller's shareholders such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general or limited partner(s) of such partnership. “Immediate family” as of the date hereof (a "Shareholder"), (B) to a Shareholder's used herein shall mean spouse, childlineal descendant, grandchildfather, ----------- parentmother, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of stockholder making such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.Transfer;

Right of First Refusal. (a) If at any time after the 50% Condition has been satisfied, any of the Founders or Management Stockholders shall have received a BONA FIDE offer or offers from a third party or parties to purchase any Shares, then prior to selling such Shares to such third party or parties the relevant Founder or Management Stockholder shall deliver to the Company and the Investor Stockholders a letter signed by the relevant Founder or Management Stockholder setting forth in reasonable detail: (i) If, prior to an initial public offering the name(s) of Buyer's securities such third party or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions:parties; (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4ii) the purchase price per Share share of the Shares offered by such third party or parties; (iii) all material terms and conditions contained in the offer of the third party or parties; (iv) the relevant Founder or Management Stockholder's offer (irrevocable by its terms for 30 days following receipt) to sell to the Company all (but not less than all) of payment the Shares covered by the offer of the third party or parties, for which Seller proposes a purchase price per share and on other terms and conditions not less favorable to Transfer the Company than those contained in the offer of the third party or parties (the "OFFER"); and (v) closing arrangements and a closing date not less than 60 nor more than 90 days following the delivery of such Sharesletter (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents, PROVIDED the relevant Founder or Management Stockholder covenants to use commercially reasonable efforts to obtain such approvals and consents) for any purchase and sale that may be effected by the Company. (Bb) Within 60 days after After the receipt of the NoticeOffer, Buyer or its designee the Company shall have a 30-day period in which to determine whether to purchase the first Shares covered by the Offer on the terms set forth therein (or assign the right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate or that portion of the present fair market value of right not being exercised by the non-cash consideration offeredCompany, to the Investor Stockholders or any ▇▇▇▇▇ Holder or THL Holder in accordance with Section 1.4(c)). (Cc) If Buyer or the Company does not exercise its designee elects not rights with respect to purchase or obtain all of the Shares designated covered by the Offer under Section 1.4(b), then the Company shall, within five days following the date of the Offer, notify the Investor Stockholders of such Offer and make available to each of them the right to purchase all of the Shares covered by the Offer which are not being purchased by the Company on a pro rata basis (based on their relative ownership of the Company) or (II) such other portion of such Shares as the Investor Stockholders may mutually agree upon. The Investor Stockholders shall have the right to assign to any of the ▇▇▇▇▇ Holders or THL Holders all or any of their rights to purchase Shares pursuant to this Section 1.4(c). Notwithstanding the foregoing, in no event shall the Company, the Investor Stockholders or any ▇▇▇▇▇ Holder or THL Holder be entitled to purchase any Shares pursuant to this Section 1.4 unless all of the Shares covered by the Offer are purchased. Any purchases made by the Investor Stockholders or any ▇▇▇▇▇ Holder or THL Holder hereunder shall be made in accordance with Section 1.4(b). (d) If the Company (or the Investor Stockholders or any ▇▇▇▇▇ Holder or THL Holder pursuant to Section 1.4(c)) fails to accept the Offer within the 30-day period or fails to consummate the closing of the purchase of all of the Shares covered by the Offer within the time period set forth therein, then the relevant Founder or Management Stockholder shall have the right to sell to the third party or parties identified in such Offer all (but not less than all) of the Shares covered by the Offer, for a purchase price not less than the purchase price contained in the Notice, then Seller may Transfer Offer and on the Shares referred other terms and conditions no less favorable to the relevant Founder or Management Stockholder than those contained in the Notice Offer. If the relevant Founder or Management Stockholder has not signed a binding purchase agreement (subject to the proposed transferee, providing customary closing conditions) with such Transfer (1) is completed third party or parties within 30 45 days after the expiration of Buyer's right such 30-day period or if such sale has not been completed within 120 days (or such later date as is necessary to purchase or obtain all requisite governmental and regulatory approvals and consents) after the expiration of such Shares30-day period, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to Shares covered by such Offer may not thereafter be bound sold by the terms and provisions of relevant Founder or Management Stockholder unless the procedures set forth in this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 1.4 shall have again been complied with. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (a) The Shares acquired pursuant to this Agreement that are subject to the Repurchase Right may be sold by the Purchaser only in compliance with the provisions of this Section 5, and subject in all cases to compliance with the provisions of Section 6 hereof. Prior to any intended sale, Purchaser shall first give written notice (the “Offer Notice”) to the Company specifying (i) If, prior to an initial public offering of Buyer's securities his or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's her bona fide intention to Transfer sell or otherwise transfer such Shares, (2ii) the name and address of the proposed transfereepurchaser(s), (3iii) the number of Shares the Purchaser proposes to be transferredsell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (4v) all other material terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed sale. (Bb) Within 60 30 days after receipt of the Offer Notice, Buyer the Company or its designee shall have the first right nominee(s) may elect to purchase all or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate any portion of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Offered Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and on the terms designated and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Purchaser specifying the number of Offered Shares that the Company or its nominee(s) elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Purchaser, the Company and/or its nominee(s) shall deliver to the Purchaser a check in the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 5, against delivery by the Purchaser of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. However, (i) should the purchase price specified in the Offered Notice be payable in property other than cash or evidences of indebtedness, the Company or its nominee(s) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property, and (3ii) if there is no purchase price for the proposed transferee agrees intended disposition, the Company or its nominee(s) shall have the right to purchase any or all of the Offered Shares for a purchase price in the form of cash equal in amount to the value of such Offered Shares. If the Purchaser and the Company or its nominee(s) cannot agree on such cash value within ten (10) days after the Company’s receipt of the Offer Notice, the valuation shall be bound made by an appraiser of recognized standing selected by the Purchaser and the Company or its nominee(s) or, if they cannot agree on an appraiser within ten (10) days after the Company’s receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. (c) If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Purchaser shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and provisions conditions set forth in the Offer Notice; provided, however, that any such sale or disposition must not be effected in contravention of the representations made by the Purchaser in Section 8 of this Article VIII Agreement. Such sale or other transfer must be consummated within 60 days from the date of the Offer Notice and to become a party to an agreement containing any proposed sale after such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice 60-day period may be made only by again complying with the procedures set forth in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 5. (iid) Notwithstanding Section 8.1(a), Seller The Purchaser may Transfer Shares: (A) to either transfer all or both of Seller's shareholders as any portion of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or Shares to a trust established for ------------------ the sole benefit of a member the Purchaser and/or his or members of a Shareholder's Immediate Family, (C) to an Affiliate her spouse or (D) children without such transfer being subject to the estate right of any of the foregoing by giftfirst refusal set forth in this Section 5, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior the Shares so transferred shall remain subject to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions conditions of this Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 5. (e) Any transferee of the Shares pursuant to become a party this Section 5, shall hold the Shares subject to the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 5. (f) Until such time as the Company’s right of first refusal lapses and ceases to have effect pursuant to the provisions of Section 5(g), the stock certificates for the Shares purchased pursuant to this Agreement immediately shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR ENCUMBERED, EXCEPT IN CONFORMITY WITH THE TERMS OF A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR HIS PREDECESSOR IN INTEREST). SUCH AGREEMENT GRANTS CERTAIN RIGHTS OF FIRST REFUSAL TO THE COMPANY (OR ITS NOMINEE(S)) UPON THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR ENCUMBRANCE OF THE SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (g) The rights provided the Company and its nominee(s) under this Section 5 shall terminate upon the receipt consummation of such Sharesa Public Offering as defined in Section 4(f) above, or immediately prior to the consummation of a Change in Control whereupon the Shares will be exchanged for shares of a successor corporation, which shares are Publicly Traded (as defined in the Plan).

Right of First Refusal. (i) If12.1. Shares issued pursuant to this Agreement together with any rights, prior to an initial public offering of Buyer's securities or additional stock that have been received pursuant to a merger stock dividend, stock split, reorganization or sale other transaction that has been received as a result of Buyer, Seller the Option or stock acquired pursuant thereto shall be subject to a right of first refusal by the Company in the event the holder of such Shares proposes to Transfer sell, pledge or otherwise transfer said shares or any interest in said shares to any person or entity. Any holder of Shares (or is required by operation of law other securities) acquired under this Agreement desiring to transfer such Shares (or other involuntary transfersecurities) or any or all of the Shares standing in Seller's, Seller interest therein shall first offer such Shares give written notice to the Company in accordance with describing the following provisions: (A) Seller shall deliver a written notice (a "Notice") proposed transfer, including the price of Shares proposed to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Sharesbe transferred, (2) the proposed transfer price and terms, and the name and address of the proposed transferee. Unless otherwise agreed by the Company and the holder of such Shares, repurchases by the Company under this Section shall be at the proposed price and terms specified in the notice to the Company. The Company's rights under this Section shall be freely assignable. 12.2. If the Company fails to exercise its right of first refusal within thirty (330) days from the date upon which the Company received the Optionee's written notice, Optionee may, within the next ninety (90) days, conclude a transfer of the exact number of Shares covered by said notice on terms not more favorable to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated transferee than those described in the Noticenotice. Any subsequent proposed transfer by such transferee shall again be subject to the Company's right of first refusal. If the Notice provides for Company exercises its right of first refusal, the payment of non-cash considerationholder shall endorse and deliver to the Company the stock certificates representing the Shares being repurchased, Buyer at its option may and the Company shall promptly pay the consideration shareholder the total repurchase price as set forth in cash equal the terms of this Agreement. The holders of Shares being repurchased pursuant to Buyer's good faith estimate this Section shall cease to have any rights with respect to such Shares immediately upon repurchase. 12.3. No written notice of a proposed transfer shall be required under this Section and no right of first refusal shall exist with respect to transfers by will or the laws of descent and distribution. 12.4. The right of first refusal set forth in this Section shall terminate upon the consummation of an underwritten public offering of the present fair market value Company's Shares registered under the Act. 12.5. Any attempted transfer of any Shares or securities subject to this right of first refusal which is not made in compliance with this Section shall be null and void. 12.6. The Board may assign the Company's repurchase option under this Section to any person selected by the Board including one or more or the shareholders of the non-cash consideration offeredCompany. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) If, If at any time prior to an initial public offering of Buyer's securities or a merger or sale of BuyerPublic Offering, Seller proposes the Participant receives a bona fide offer to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of his shares of Restricted Stock (the Shares standing "Offer") from a third party (the "Offeror") which the Participant wishes to accept, the Participant shall cause the Offer to be reduced to writing and shall notify the Company in Seller's, Seller writing of his wish to accept the Offer. The Participant's notice shall first contain an irrevocable offer to sell such Shares shares of Restricted Stock to the Company (in accordance with the following provisions: (Amanner set forth below) Seller at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall deliver be accompanied by a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address true copy of the proposed transferee, Offer (3) which shall identify the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the NoticeOfferor). If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed At any time within 30 days after the expiration date of Buyerthe receipt by the Company of the Participant's notice, the Company shall have the right and option to purchase purchase, or obtain such Sharesto arrange for a third party to purchase, all of the shares of Restricted Stock covered by the Offer either (2i) is made at the same price and terms designated in on the Notice, and (3) the proposed transferee agrees to be bound by the same terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other conditions as the Offer or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a)if the Offer includes any consideration other than cash, Seller may Transfer Shares: (A) to either or both of Seller's shareholders as then at the sole option of the date hereof Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the appropriate amount (a "Shareholder"), (B) and any such non-cash consideration to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (Dbe paid) to the estate of any Participant at the principal office of the foregoing Company against delivery of certificates or other instruments representing the shares of the Restricted Stock so purchased, appropriately endorsed by gift, will or intestate succession; provided that Seller notifies Buyer the Participant. If at the end of such Transfer 30 day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Participant may during the succeeding 30 day period sell not less than 10 nor more than 90 days prior all of the shares of Restricted Stock covered by the Offer to the Transfer Offeror at a price and that on terms no less favorable to the proposed transferee agrees to Participant than those contained in the Offer. Promptly after such sale, the Participant shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be bound requested by the terms and provisions Company. If, at the end of 30 days following the expiration of the 30 day period for the Company to purchase the Restricted Stock, the Participant has not completed the sale of such shares of the Restricted Stock as aforesaid, all the restrictions on sale, transfer or assignment contained in this Agreement and shall again be in effect with respect to become a party to this Agreement immediately upon such shares of the receipt of such SharesRestricted Stock.

Right of First Refusal. (i) IfAt any time after the fifth anniversary date of this Agreement, prior to an initial public offering a Member may sell all, but not less than all, of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing its interest in Seller's, Seller shall first offer such Shares to the Company to a third-party purchaser in accordance with the following provisionsprocedures: (Aa) Seller The Member shall deliver first obtain from the third party a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention written offer to Transfer purchase such SharesMember’s interest in the Company, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) setting forth the purchase price per Share and all other terms in reasonable detail, and shall provide copies thereof to all other Members. Such an offer must provide for a closing date no sooner than 60 days after the date copies thereof are given to the other Members and may not contain non-monetary terms which would render the purchase impossible or impracticable for a Member desiring to exercise its right of payment for which Seller proposes to Transfer such Sharesfirst refusal under this Section. (Bb) Within 60 At any time within 30 days after receipt of a copy of such offer, any other Member may advise the Notice, Buyer or its designee shall have the first right selling Member that it elects to purchase or obtain such Shares, upon the selling Member’s interest for same price and on the same terms of payment designated set forth in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredsuch offer. (Cc) If Buyer or its designee elects not one other Member notifies the selling Member in writing within such 30-day period that it wishes to purchase or obtain the selling Member’s interest, it shall be obligated to do so. If more than one other Member so notifies the selling Member, they shall be obligated (severally and not jointly) to purchase the selling Member’s interest pro rata in accordance with their Percentage Interests. In either case, the selling Member shall be obligated to sell all (but not less than all) of the Shares designated its interest in the NoticeCompany to such Member(s), then Seller may Transfer and such sale shall be for the Shares referred to same price, at the same time, and on the same terms provided for in the Notice original offer. (d) If, during such 30-day period, no Member notifies the selling Member that it desires to purchase under subsection (c) above, or if, during such period, all other Members advise the selling Member in writing that they do not wish to purchase under subsection (c), the selling Member may proceed to sell its entire interest in the Company to the proposed transferee, providing such Transfer (1) is completed third party for the same price and on the same terms set forth in the original offer at any time within 30 60 days after the expiration of Buyer's right such 30-day period. If the closing of such sale does not occur within such 60-day period, the selling Member may not sell to the third party unless it again offers the other Members the opportunity to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with the procedures set forth in this paragraph prior to any other or subsequent Transfer of such SharesSection 7.4.3. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. Before any Shares registered in the name of the Purchaser or of any transferee thereof, that are no longer subject to the Repurchase Option, may be sold or transferred (including transfer by operation of law), such Shares shall first be offered to the Company as follows: (a) The Purchaser shall deliver a notice to the Company stating (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) SellerPurchaser's bona fide intention to Transfer sell or transfer such Shares, (2) the name and address of the proposed transferee, (3ii) the number of such Shares to be sold or transferred, (iii) the price for which the Purchaser proposes to sell or transfer such Shares, and (4iv) the purchase price per Share and terms name of payment for which Seller proposes to Transfer such Sharesthe proposed purchaser or transferee. (Bb) Within 60 thirty (30) days after receipt of such notice, the Company or its assignee may elect to purchase all or part of the Shares to which the notice refers, at the price per share specified in the notice. Full payment for all the Shares to be purchased by the Company shall be made by cash, check, or cancellation of indebtedness by the Company or its assignee to the Purchaser within thirty (30) days after receipt of the Noticenotice. (c) If the Shares to which the notice refers are not elected to be purchased as provided in Section 5(b), Buyer the Purchaser may sell the Shares to any person named in the notice at the price specified in the notice or at a higher price, provided that such sale or transfer is consummated within 60 days of the date of the notice to the Company, and, provided further, that any such sale is in accordance with all the terms and conditions hereof. (d) Any shares so transferred will continue to be subject to the right of first refusal provided in this Section 5. The provisions of this Section 5 shall terminate on (i) the effective date of a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), with respect to an underwritten public offering of Common Stock of the Company or (ii) the closing date of a sale of assets or merger of the Company or other acquisition transaction pursuant to which stockholders of the Company receive securities of a buyer whose shares are publicly traded. The provisions of Sections 5(a), 5(b) and 5(c) shall not apply to a transfer of any Shares by the Purchaser, either during his lifetime or on death by will or intestacy, to his ancestors, descendants, or spouse, or any custodian or trustee for the account of the Purchaser or the Purchaser's ancestors, descendants, or spouse; provided that, in each such case, any such transferee shall receive and hold such Shares subject to the provisions of this Section 5, and that there shall be no further transfer of such Shares except in accordance herewith. The Company shall not be required (i) to transfer on its designee share register any Shares which shall have the first right been purportedly sold or transferred if such transfer would be in violation of this Agreement, or (ii) to purchase or obtain treat as owner of such Shares, upon to accord the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain vote as such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family")owner, or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) pay dividends to an Affiliate or (D) any purported transferee to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of whom such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesShares shall have purportedly been so transferred.

Right of First Refusal. (i) IfIn the event, prior to an initial public offering at any time following the date of Buyer's securities this Agreement and after exercise of this Option, the Optionee or a merger or sale of Buyer, Seller proposes to Transfer his transferee desires (or is required required) to sell or transfer in any manner the Shares subject to this Option, subject to the provisions of Section 11 (vi) hereof, he shall first offer such Shares for sale to the Company at the same price, and upon the same terms (or terms as similar as reasonably possible) upon which he is proposing or is to dispose of such Shares. If the transfer involves property other than cash, is to be made without consideration or does not involve a price freely set by the Optionee, the price shall be determined as set forth in Section (iii) below. Such right of first refusal shall be provided to the Company for a period of fifteen (15) days following receipt by the Company of written notice by the Optionee of the terms and conditions of said proposed sale or transfer, or fifteen (15) days following the setting of a price under Section 11 (iii) (when the price is determined under Section 11 (iii)). In the event the Shares are not disposed of within ninety (90) days following lapse of the period of the right of first refusal provided to the Company, they shall once again be subject to the right of first refusal herein provided. (ii) Subject to the provisions of Section 1l(vi) hereof, in the event, at any time following the date of this Agreement, of any transfer by operation of law or other involuntary transfertransfer (including a transfer pursuant to death or dissolution of marriage) any of all or a portion of the Shares, the Company shall have an option to purchase all of the Shares standing in Seller'stransferred. Upon such a transfer, Seller the person acquiring the Shares shall first offer promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company in accordance with for a period of fifteen (15) days following receipt by the following provisions: (A) Seller shall deliver a Company of written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) by the name and address of person acquiring the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (Biii) Within 60 With respect to any stock to be transferred pursuant to Sections 1l(i) or 1l(ii) and as to which a price has not been set by the Optionee under Section 1l(i), the price per Share shall be a price set by the Board of Directors of the Company which will reflect the current value of the Shares in terms of present earnings and future prospects of the Company. The Company shall notify the Optionee or his executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of the Shares. If the Optionee or his executor disputes the price as set by the Board of Directors by giving notice to the Company within ten (10) days after being informed of the price, the price of the Shares shall be determined by an independent financial analyst selected by the Board of Directors of the Company, with the cost of such determination to be divided equally between the Company and the Optionee. The Board of Directors shall select such analyst within thirty (30) days after receipt of notice that the Notice, Buyer Optionee or its designee shall have the first right to purchase or obtain such Shares, upon his executor is disputing the price and terms set by the Board of payment designated in the NoticeDirectors. If the Notice provides for Board of Directors is not notified of any such dispute within such ten (10) day period, the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate decision of the present Board of Directors as to the purchase price shall be final. Any time required to determine a purchase price or to resolve a dispute shall be added to the fifteen (15) day period in which the Company may exercise its right to purchase. (vi) The right of the Company to purchase any part of the Shares may be assigned in whole or in part to one or more employees, officers, directors or shareholders of the Company or other persons or organizations, so long as the assignee pays the Company the difference, if any, between the purchase price and the fair market value of the non-cash consideration offeredShares so purchased. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (ia) If, prior to an initial public offering If Orthovita or any Affiliate of Buyer's securities or a merger or sale of Buyer, Seller Orthovita at any time during the Term proposes to Transfer (or is required by operation of law or other involuntary transfereach, a "Proposed Transfer") any or all of the Shares standing Revenue ----------------- Interests (other than: (i) as part of a transaction in Seller'swhich material rights in the Products other than or in addition to Revenue Interests (including, Seller shall first offer such Shares without limitation, the Transfer of Patents, trademarks and Proprietary Technology) are Transferred; or (ii) a licensing of rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS) (the "Other Interests"), then --------------- Orthovita shall, at least twenty (20) days prior to the Company in accordance closing of such Proposed Transfer, give written notice (the "Transfer Notice") to Assignee setting forth --------------- (i) the Other Interests that are to be Transferred pursuant to such Proposed Transfer (the "Offered Interests"), (ii) the anticipated date of the closing of ----------------- such Proposed Transfer, (iii) the names and addresses of the proposed transferees, and (iv) the [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the following provisions:Securities and Exchange Commission. material terms of such Proposed Transfer, including the cash and/or other consideration to be received in respect of such Proposed Transfer. Notwithstanding anything contained herein to the contrary, each of Assignor and Orthovita shall be permitted, from time to time, to enter into agreements and transactions relating to the Proprietary Technology, including, without limitation, License Agreements, Distribution Agreements and accounts receivable financing, the granting of any security interest subordinate to Assignee's or an agreement to effect a Change in Control, none of which shall constitute a Proposed Transfer. (Ab) Seller shall deliver Upon the receipt of any Transfer Notice, Assignee will have the option, but not the obligation, to purchase all, but not less than all, of all the Offered Interests, on the same terms as are specified in the Transfer Notice, provided, that Assignee will have the right to substitute cash in the -------- amount of the Fair Market Value of any non-cash consideration proposed to be received from the proposed transferee(s). Within twenty (20) days after Assignee's receipt of the Transfer Notice, Assignee will give a written notice (a "NoticeNotice of Election") to ------ Buyer stating (1) Seller's bona fide intention Orthovita stating whether it elects to Transfer exercise such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares------------------ option. (Bc) Within 60 Failure by Assignee to give a Notice of Election within such time period specified in subsection (b) of this Section 5.05 will be deemed an election by Assignee not to exercise its option to purchase all the Offered Interests. The closing of the purchase and sale of the Offered Interests to Assignee will take place as soon as is reasonably practicable on such date and at such time and place, in each case as Assignee may reasonably determine but not later than twenty (20) days after following Assignor's receipt of the Notice, Buyer or its designee shall have the first right Notice of Election. If Assignee does not elect to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated Offered Interests hereunder, Orthovita will thereafter be free for a period of one hundred five (105) days after expiration of the twenty (20) day period referred to subsection (b) of this Section 5.05 to consummate the Proposed Transfer described in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transfereetransferee(s) specified therein, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and on substantially identical terms designated in set forth therein. However, if such Proposed Transfer is not consummated within such 105-day period, Orthovita will not Transfer any of the Notice, and (3) Offered Interests as have not been purchased within such period without again complying with all of the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 5.05. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) IfProvided this Agreement is not terminated by ▇▇▇▇▇▇ and that an Offering is consummated during the Term, prior then, if within the 12-month period following the commencement of sales in each Offering, the Company or any of its subsidiaries decides to an initial raise funds by means of a public offering of Buyer's securities or a merger private placement of equity or sale of Buyerdebt securities using an underwriter or placement agent in the U.S., Seller proposes to Transfer ▇▇▇▇▇▇ (or is required any affiliate designated by operation ▇▇▇▇▇▇) shall have the right of law first refusal to act as lead underwriter or lead placement agent for such financing, provided that ▇▇▇▇▇▇ will provide its consent to act as an underwriter or placement agent within five (5) business days following the Company’s notice. If ▇▇▇▇▇▇ or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other involuntary transfer) things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, in each case in form and manner reasonably acceptable to the Company. As such, the second and fourth sentences of Section B are hereby amended and restated in their entirety to read as follows: Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail (subject to the Company’s right to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)), indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any or termination of this Agreement. Furthermore, the Company agrees that during ▇▇▇▇▇▇’▇ engagement hereunder, all direct inquiries from prospective investors in the U.S. will be referred to ▇▇▇▇▇▇ and will be deemed to have been contacted by ▇▇▇▇▇▇ in connection with an Offering. Except as expressly set forth above, all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name terms and address conditions of the proposed transfereeEngagement Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, (3) modified or superseded by the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee set forth herein. Defined terms used herein but not defined herein shall have the first right meanings given to purchase or obtain such Shares, upon the price and terms of payment designated in the NoticeEngagement Agreement. If the Notice provides for the payment This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharessame agreement. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (ia) IfNo Member or the Purchaser (collectively, prior the "Unitholders" and individually, a "Unitholder") may transfer any units or any interest in the Company (collectively referred to an initial public offering herein as "Membership Interests") held by him, her or it without first complying with this section; provided, however, that such Unitholder shall be permitted to transfer a Membership Interest to his or her spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Buyer's securities Directors (collectively, "Approved Relatives") or to a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all trust established solely for the benefit of the Shares standing in Seller'sApproved Relatives, Seller shall first offer or dispose of them under his or her will, or to any other Affiliate as such Shares term is defined under the Securities Act; provided, that, the transferee delivers to the Company in accordance with and the following provisions:Unitholders a written instrument agreeing to be bound by the terms of this Agreement as if it were a Unitholder. (Ab) Seller If any Unitholder desires to transfer any of his, her or its Membership Interest in any transaction, such Unitholder (the "Selling Member") shall first deliver a written notice of his, her or its desire to do so (a the "Notice") to ------ Buyer stating the Company and each of the other Unitholders, in the manner prescribed in this Agreement. The Notice must specify: (1) Seller's bona fide intention to Transfer such Shares, (2a) the name and address of the proposed transfereeparty to which the Selling Member proposes to sell or otherwise dispose of the Membership Interest (the "Offeror"), (3b) the number of Shares Membership Interests the Selling Member proposes to sell or otherwise dispose of (the "Offered Membership Interests"), (c) the consideration per Membership Interest to be transferreddelivered to the Selling Member for the proposed sale, transfer or disposition, and (4d) all other material terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed transaction. (Bc) Within 60 The Company shall have the first option to purchase all or any part of the Membership Interests for the consideration per share and on the terms and conditions specified in the Notice. Such option shall be exercised by delivery by the Company of written notice to the Selling Member (the "Company Notice") within 15 days after receipt of the Notice from the Selling Member. The Company shall deliver copies of such Company Notice to the Unitholders. (d) The closing of the purchase of the Offered Membership Interests shall take place at the offices of the Company no later than five days after the date of the Company Notice. Neither the Company nor any of the Unitholders shall have any right to purchase any of the Offered Membership Interests hereunder unless the Company and/or the Unitholders exercise their option or options to purchase all of the Offered Membership Interests. (e) To the extent that the consideration proposed to be paid by the Offeror for the Offered Membership Interests consists of property other than cash or a promissory note, Buyer or the consideration required to be paid by the Company and/or the Unitholders exercising their options under this section may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Member and the Company and/or the Unitholders acquiring such Offered Membership Interests. (f) In the event the Company does not exercise its designee option in full within such time periods specified in this section with respect to all of the Offered Membership Interests, the Company shall provide notice of such decision (the "Non-Exercise Notice") and the Unitholders (other than the Selling Member) shall have the first right option to purchase or obtain all (but not less than all) of the number of Offered Membership Interests not purchased by the Company (the "Remaining Membership Interests"), on a pro rata basis according to the Membership Interests owned by such SharesUnitholders, upon for the price consideration per share and on the terms of payment designated and conditions specified in the Notice. If Such option shall be exercised by delivery by such Unitholder of written notice to the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate Selling Member within 15 days after receipt of the present fair market value of Non-Exercise Notice. In the non-cash consideration offered. (C) If Buyer or its designee elects not event options to purchase or obtain have been exercised by the Unitholders with respect to some but not all of the Shares designated Remaining Membership Interests, those Unitholders who have exercised their options within such 15-day period shall have an additional option, for a period of five days next succeeding the expiration of such 15-day period, to purchase all or any part of the balance of such Remaining Membership Interests on the terms and conditions set forth in the Notice, then Seller which option shall be exercised by the delivery of written notice to the Selling Member. In the event there are two or more such Unitholders that choose to exercise the last-mentioned option for a total number of Remaining Membership Interests in excess of the number available, the Remaining Membership Interests available for each such Unitholder's option shall be allocated to such Unitholder pro-rata based on the Membership Interests owned by the Unitholders so electing. (g) The closing of the purchase of the Remaining Membership Interests shall take place no later than five days after the expiration of the latest 15-day period specified in Section 3.11(f). (h) Notwithstanding the foregoing, in the event the Company and/or the Members do not purchase all of the Offered Membership Interests within the time periods prescribed by this section, the Selling Member may Transfer sell any or all of the Shares referred to Offered Membership Interests only upon the same terms set forth in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shareslast 15-day notice period. If such Shares are transaction is not so transferredconsummated within such 30-day period, Seller then the Selling Member must give notice in accordance again comply with this paragraph prior to any other or subsequent Transfer of such Sharessection. (iii) Notwithstanding For purposes of this Section 8.1(a)3.11, Seller may Transfer Shares: (A) to either or both of Seller's shareholders as in the event the Selling Member is Purchaser, a majority of the date hereof (a "Shareholder")Founding Members shall make the determination for the Company regarding the Company's election to repurchase pursuant to Section 3.11(c) and, (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) notwithstanding anything to the estate contrary set forth in this Section 3.11, the purchase price for such Membership Interests may be paid by the Company by selling such number of any shares of Purchaser Common Stock equal to the purchase price for such Membership Interests divided by the closing price per share of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesPurchaser Common Stock.

Right of First Refusal. (ia) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller If Assignor at any time during the Term proposes to Transfer (or is required by operation of law or other involuntary transfereach, a "Proposed Transfer") any or all of the Shares standing in Seller'sRevenue Interests (other than the Assigned Interests) (the "Other Interests"), Seller shall first offer such Shares then Assignor shall, at least thirty (30) days prior to the Company closing of such Proposed Transfer, give written notice (the "Transfer Notice") to Assignee setting forth (i) the Other Interests that are to be Transferred pursuant to such Proposed Transfer (the "Offered Interests"), (ii) the anticipated date of the closing of such Proposed Transfer, (iii) the names and addresses of the proposed transferees, and (iv) the material terms of such Proposed Transfer, including the cash and/or other consideration to be received in accordance with respect of such Proposed Transfer; provided, however, that in no event shall the following provisions:amount of Other Interests to be transferred pursuant to any Proposed Transfer be greater than 81.25% of the total outstanding Revenue Interests. Notwithstanding anything contained herein to the contrary, each of Assignor and Ortec shall be permitted, from time to time, to enter into agreements and transactions relating to the CCS Technology, including, without limitation, License Agreements, Distribution Agreements and accounts receivable financing, none of which shall constitute a Proposed Transfer. (Ab) Seller shall deliver Upon the receipt of any Transfer Notice, Assignee will have the option, but not the obligation, to purchase all, but not less than all, of all the Offered Interests, on the same terms as are specified in the Transfer Notice, provided, that Assignee will have the right to substitute cash in the amount of the fair market value of any non-cash consideration proposed to be received from the proposed transferee(s). Within twenty (20) days after Assignee's receipt of the Transfer Notice, Assignee will give a written notice (a "NoticeNotice of Election") to ------ Buyer stating (1) Seller's bona fide intention Assignor stating whether it elects to Transfer exercise such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesoption. (Bc) Within 60 Failure by Assignee to give a Notice of Election within such time period specified in subsection (b) of this Section 5.05 will be deemed an election by Assignee not to exercise its option to purchase all the Offered Interests. The closing of the purchase and sale of the Offered Interests to Assignee will take place as soon as is reasonably practicable on such date and at such time and place, in each case as Assignee may reasonably determine but not later than twenty (20) days after following Assignor's receipt of the Notice, Buyer or its designee shall have the first right Notice of Election. If Assignee does not elect to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated Offered Interests hereunder, Assignor will thereafter be free for a period of ninety (90) days after expiration of the twenty (20) day period referred to subsection (b) of this Section 5.05 to consummate the Proposed Transfer described in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transfereetransferee(s) specified therein, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and on substantially identical terms designated in set forth therein. However, if such Proposed Transfer is not consummated within such 90-day period, Assignor will not Transfer any of the Notice, and (3) Offered Interests as have not been purchased within such period without again complying with all of the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become Section 5.05. (d) In connection with the consummation of a party to an agreement containing such provisions immediately upon receipt Proposed Transfer of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior the Offered Interests by Assignor to any other or subsequent Person pursuant to subparts (a) through (c) above (a "Permitted Transfer"), Assignee agrees that it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to give effect to such Permitted Transfer of such Shares. and (ii) Notwithstanding Section 8.1(a)take such other action or provide such other assistance as may be necessary to allow the Permitted Transfer to be consummated. In addition, Seller may Transfer Shares: (A) to either or both of Seller's shareholders as Assignee agrees that, solely for purposes of the date hereof (a "Shareholder")representations, (B) warranties and covenants hereunder, such Offered Interests transferred pursuant to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Permitted Transfer shall not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees be deemed to be bound by "Revenue Interests" under this Agreement, but for the terms and provisions avoidance of this doubt shall continue to be deemed Revenue Interests under the Security Agreement and to become a party to the other Transaction Documents and nothing contained in this Section 5.05 shall adversely affect Assignee's rights under the Security Agreement immediately upon and the receipt of such Sharesother Transaction Documents.

Right of First Refusal. 13.1 Each of CCLS and InfoCast hereby grants to the other, upon the terms and conditions set out herein, a right of first refusal in respect of the common shares of Newco held by them. 13.2 In the event that either CCLS or InfoCast (ithe "Vendor") Ifreceives from a third party, acting as principal and dealing at arm's length with the Vendor, a bona fide written offer (the "Offer") to purchase from the Vendor all or some of the common shares of Newco held by the Vendor (the "Shares") and the Offer is acceptable to the Vendor, then CCLS shall, prior to an initial public offering of Buyer's securities or accepting the Offer, deliver to the other party (the "Rightholder") a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all notice of the Shares standing in Seller'sOffer setting forth the terms thereof, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) including the name and address of the proposed transfereeofferor and the number, price and other terms and conditions of the Offer. 13.3 In the event that the Vendor wishes to sell all or some of the Shares then the Vendor shall, prior to offering to sell the Shares, deliver to the Rightholder a notice setting forth the terms in which the Vendor wishes to sell the Shares, including the number, price and other terms and condition. 13.4 In either case, such notice shall be deemed to be an invitation to the Rightholder to purchase from the Vendor all of the Shares that are the subject of the offer or the number of shares which the Vendor wishes to sell as the case may be, on the terms and conditions specified in the offer. Within seven (37) days following the giving notice to the Rightholder, the Rightholder may by written notice to the Vendor elect to purchase from the Vendor all but not less than all of the Shares subject of the Offer or the number of Shares which the Vendor wishes to sell, as the case may be, on the terms and conditions specified in the notice to the Rightholder. Upon receipt by the Vendor of such notice, there shall be transferred, constituted between the Vendor and (4) the Rightholder a binding agreement of purchase and sale in respect of such Shares at the same price per Share and upon the same terms of payment for which Seller proposes and conditions as specified in the notice to Transfer such Sharesthe Rightholder. 13.5 In the event that the Vendor has not received the response from the Rightholder within seven (B7) Within 60 days after receipt of days, the NoticeVendor shall so inform the Rightholder and shall be at liberty to accept the Offer or sell the Shares in the number, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon at the price and upon terms of payment designated and conditions no more favourable to the purchaser than those specified in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offerednotice. (C) If Buyer or its designee elects 13.6 In the event that the Vendor does not to purchase or obtain sell all of the Shares designated in subject of the Notice, then Seller may Transfer notice within a 30 day period from the Shares referred date of notifying the Rightholder of an Offer or of the Vendor's wish to in sell the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If Vendor shall lose its right sell such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of and the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement shall thereupon once again be applicable. 13.7 The purchase by the Rightholder and the sale by the Vendor of any Shares shall be completed at the offices of the Vendor at 10:00 o'clock in the forenoon on the 7th Business Day after the date the Vendor gives notice to become a party the RightHolder of an Offer or its wish to this Agreement immediately upon sell the receipt Shares, at which time the Rightholder shall pay by cash or certified cheque payable to or to the order of such Sharesthe Vendor, the aggregate purchase price for the Shares then being purchased and the Vendor shall deliver certificates representing the Shares then being purchased either duly endorsed in blank for transfer or registered in the name of the Rightholder.

Right of First Refusal. The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7(b), and subject in all cases to compliance with the provisions of Section 6(b) hereof. (i) IfPrior to any intended sale, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller Optionee shall first offer such Shares give written notice (the “Offer Notice”) to the Company in accordance with the following provisions: specifying (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's his or her bona fide intention to Transfer sell or otherwise transfer such Shares, (2B) the name and address of the proposed transfereepurchaser(s), (3C) the number of Shares the Optionee proposes to be transferredsell (the “Offered Shares”), (D) the price for which he or she proposes to sell the Offered Shares, and (4E) all other material terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed sale. (Bii) Within 60 thirty (30) days after receipt of the Offer Notice, Buyer the Company or its designee shall have the first right nominee(s) may elect to purchase all or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate any portion of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Offered Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by on the terms and provisions conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Article VIII and Section 7(b), against delivery by the Optionee of a certificate or certificates representing the Offered Shares to become a party be purchased, duly endorsed for transfer to an agreement containing the Company or such provisions immediately upon receipt nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of such Sharesthe Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such Shares are not so transferred, Seller sale or other transfer must give notice be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in accordance with this paragraph prior to any other or subsequent Transfer of such SharesSection 7(b). (iiiii) Notwithstanding The Optionee may transfer all or any portion of the Shares during Optionee’s lifetime or on Optionee’s death by will or intestacy to Optionee’s Immediate Family or to a trust for the benefit of Optionee or Optionee’s Immediate Family without such transfer being subject to the “right of first refusal” (the “Right of First Refusal”) set forth in this Section 8.1(a7(b). “Immediate Family” as used herein shall mean spouse, Seller may Transfer Shareslineal descendant or antecedent, father, mother, brother or sister or a person registered with the state of his or her residence as a same-sex domestic partner or a person deemed to be a spousal equivalent for whom the following circumstances are true: (A) to either irrespective of whether or both of Seller's shareholders as not the Optionee and the spousal equivalent are the same sex, they are the sole spousal equivalent of the date hereof other for the last twelve (a "Shareholder")12) months, (B) they intend to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Familyremain so indefinitely, (C) neither are married to an Affiliate or anyone else, (D) both are at least 18 years of age and mentally competent to consent to contract, (E) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (F) they are jointly responsible for each other’s common welfare and financial obligations, and (G) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement Option Agreement, and to become a party to this Agreement immediately upon the receipt there shall be no further transfer of such SharesShares except in accordance with the terms of this Section 7.

Right of First Refusal. (i) IfSubject to the terms and conditions of this Section 5.1 and applicable securities laws, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller if the Company proposes to Transfer offer or sell any newly issued shares of Common Stock or Common Stock Equivalents (or is required by operation of law or other involuntary transfer) any or all of collectively, the Shares standing in Seller's“New Securities”), Seller the Company shall first offer such Shares New Securities to each Investor (the Company in accordance with the following provisions:“Offer”). (Aa) Seller The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) To accept an Offer, in whole or in part, such Investor must deliver a written notice (a "Notice"“Notice of Acceptance”) to ------ Buyer stating (1) Seller's bona fide intention the Company prior to Transfer such Shares, (2) the name and address end of the proposed transferee, tenth (310th) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer Business Day after such Shares. (B) Within 60 days after Investor’s receipt of the NoticeOffer Notice (the “Offer Period”), Buyer or its designee shall have setting forth the first right amount of New Securities that such Investor elects to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. otherwise acquire (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and on the terms designated specified in the Offer Notice), which amount can be up to that portion of the New Securities equal to such Investor’s pro rata equity investment in the Company (provided, for purposes of this Section 5.1, an Investor’s “pro rata equity investment,” shall mean the ratio of (i) the total number of shares of Common Stock held by such Investor to (ii) the total number of Common Shares sold by the Company to the Investors pursuant to this Agreement. (c) The Company shall have ninety (90) days after expiration of the Offer Period to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) to sell all or any part of such New Securities as to which a Notice of Acceptance has not been given by the Investors (the “Refused Securities”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions that are not more favorable to the acquiring person or persons or less favorable to the Company than those set forth in the Offer Notice. (d) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Investors shall acquire from the Company, and the Company shall issue to the Investors, the number or amount of New Securities specified in the Notices of Acceptance, upon the terms and conditions specified in the Offer. The purchase by the Investors of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Investors of a purchase agreement relating to such New Securities reasonably satisfactory in form and substance to the Investors and their respective counsel. (e) The right of first refusal in this Section 5.1 shall not apply in connection with the issuance of any Excluded Securities. (f) The obligations of the Company under this Section 5.1 shall terminate on the earlier to occur of the following: (i) a sale, merger, consolidation or reorganization of the Company; or (ii) at any time after the date of this Agreement that an Investor shall own less than 100,000 shares of Common Stock of the Company, but with respect only to such Investor. (g) The right of first refusal set forth in this Section 5.1 is nonassignable, except that (a) such right is assignable by each Investor to any Affiliate of such Investor, (b) such right is assignable between the Investors, (c) upon the death of any individual Investor, such right shall pass to the beneficiaries under the deceased Investor’s last will and testament or to the distributees of the deceased Investor’s estate, and (3d) the proposed transferee agrees such right is assignable by a partnership or limited liability company to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredits partners or members, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesas applicable. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) If, prior 13.1. Any Shareholder who wishes to an initial public offering of Buyer's securities sell or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) transfer any or all of the Shares standing in Seller'sor other securities of the Company of any kind whatsoever owned by him, Seller shall first offer such or any interest therein, including option to purchase Shares of the Company and securities convertible to Shares of the Company, which exist now or at any time hereafter, or contract to do any of the foregoing, whether directly or indirectly (the “Offeror” and the “Securities” respectively), pursuant to the Company terms of a bona fide offer received from any third party, shall submit a written offer (the “Offer”) to transfer the Securities to the other Shareholders (the “Offerees”) on terms and conditions, including price, identical to those proposed by such party (the terms of the Offer are referred to herein as the “Proposed Terms”). The Offer shall disclose the identity of the proposed purchaser or transferee, the Securities proposed to be sold or transferred and the Proposed Terms. 13.2. Within 14 days from the date of receipt of the Offer, each Offeree shall give written notice to the Offeror (the “Response Note”) whether it wishes to purchase the Securities, pursuant to the Proposed Terms_ If such Response Notice has not been given by any Offeree within the aforesaid time period, it shall be deemed to have refused to purchase the Offered Shares. 13.3. At the expiration of said 14 days: (i) if notices of Offerees who express their wish to purchase Securities have been received by the Offeror in respect of all of the Securities, the Securities shall be transferred by the Offeror to such Offerees pursuant to the Proposed Terms; (ii) in the event that the Offerees do not elect to purchase all of the Securities, but rather all or some of then express their consent to purchase part of the Securities, in accordance with their pro-rata holdings in the Company, and in accordance with the following provisions: (A) Seller provisions of this section 14, then the Offeror shall deliver a written notice (a "Notice") transfer to ------ Buyer stating (1) Seller's bona fide intention those Offerees, which so elected to Transfer such Shares, (2) the name and address purchase some of the proposed transfereeSecurities, (3) such quantity of these securities as indicated by them, in accordance with their pro-rata holdings in the number of Shares to be transferredCo any, and the balance of the Securities shall be transferred to the third party identified in the Offer; (4iii) in the event that the Offerees do not elect to purchase price per Share and terms any of payment for which Seller proposes the Securities, then the Offeror shall be entitled at its own discretion to Transfer such Sharestransfer the Securities to the party identified in the Offer. (B) Within 60 days after receipt of the Notice, Buyer or its designee 13.4. Any such transfer shall have the first right to purchase or obtain such Shares, upon be executed at not less than the price and upon other terms and conditions; if any, not more favorable to the purchaser than the Proposed Terms. 13.5. Any Securities not sold within 90 days period shall again be subject to the requirements of payment designated a prior offer and right of first refusal pursuant to this Section 14. 13.6. The rights of first refusal contained in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal this Section 14 shall not apply to Buyer's good faith estimate a transfer to one of the present fair market value following: (i) a corporation in which the transferor holds at least 51% of the non-cash consideration offered. voting power and/or (Cii) If Buyer one or its designee elects not to purchase or obtain all more of the Shares designated transferor’s shareholders (hereafter “Permitted Transferee”); provided however, that with respect to each and every transfer of Securities, whether to a Permitted Transferee or otherwise, the transferee in the Noticesuch transfer agrees in writing, then Seller may Transfer the Shares referred prior to in the Notice to the proposed transfereeor concurrently with such Transfer, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesAgreement. (ii) Notwithstanding Section 8.1(a)13.7. Any transfer of Shares, Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (by a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party Permitted Transferee is subject to this Agreement immediately upon the receipt of such SharesSection 14.

Right of First Refusal. The Investor shall not sell, assign, pledge, or in any manner transfer any Shares or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements set forth in this Section 4.1(a): (i) IfIf the Investor desires to sell or otherwise transfer any of its Shares, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller it shall first offer such Shares give written notice thereof to the Company in accordance with the following provisions: (A) Seller Corporation. The notice shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) transferee and state the number of Shares to be transferred, the proposed consideration, and (4) all other terms and conditions of the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesproposed transfer. (Bii) Within 60 For fifteen (15) days after following receipt of such notice, the Notice, Buyer or its designee Corporation shall have the first right option to purchase or obtain such Shares, upon all (but not less than all) of the Shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of payment designated the Investor, the Corporation shall have the option to purchase a lesser portion of the Shares specified in said notice at the Noticeprice and upon the terms set forth therein. If In the Notice provides event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the payment Shares, and that is not otherwise exempted from the provisions of non-cash considerationthis Section 4.1(a), Buyer at its option may pay the consideration in cash equal price shall be deemed to Buyer's good faith estimate of be the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee stock at such time as determined in good faith by the Board. In the event the Corporation elects not to purchase or obtain all of the Shares designated or, with consent of the Investor, a lesser portion of the Shares, it shall give written notice to the Investor of its election and settlement for said Shares shall be made as provided below in paragraph (d). (iii) The Corporation may assign its rights hereunder. (iv) In the event the Corporation and/or its assignee(s) elect to acquire any of the Shares of the Investor as specified in said notice, the Secretary of the Corporation shall so notify the Investor and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the Corporation receives said notice; provided that if the terms of payment set forth in the Noticenotice were other than cash against delivery, then Seller may Transfer the Corporation and/or its assignee(s) shall pay for said Shares on the same terms and conditions set forth in said notice. (v) In the event the Corporation and/or its assignees(s) do not elect to acquire all of the Shares referred to specified in the Notice notice, the Investor may, subject to and in accordance with the provisions of Section 4.1(b), within the ninety (90) day period following the expiration of the option rights granted to the proposed transfereeCorporation and/or its assignees(s) herein, providing such Transfer transfer the Shares specified in said notice which were not acquired by the Corporation and/or its assignees(s) as specified in said notice. All Shares so sold by the Investor shall continue to be subject to the provisions of this Agreement in the same manner as before the transfer. (vi) Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this Section 4.1(a): (1) is completed within 30 days after Investor’s bona fide pledge or mortgage of any Shares to a lender, provided that any subsequent transfer of said Shares by said institution shall be conducted in the expiration of Buyer's right to purchase or obtain such Shares, manner set forth in this Agreement. (2) is made at A transfer of Shares by the price and Investor to its affiliates, provided that the transferee will agree in writing to be subject to the terms designated in of this Agreement to the Notice, and same extent as if it were the Investor hereunder. (3) A transfer of Shares to its members or former members of the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice Investor in accordance with their interest in the Investor; provided that the transferee will agree in writing to be subject to the terms of this paragraph prior Agreement to any other or subsequent Transfer of such Sharesthe same extent as if he were the Investor hereunder. (ii4) Notwithstanding A transfer by a holder who holds Shares as a transferee pursuant to this Section 8.1(a), Seller may Transfer Shares: (A4.2(a) either during such holder’s lifetime or on death by will or intestacy to either such holder’s spouse or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family")children, or to a trust established for ------------------ or other entity of which the benefit of holder or such holder’s spouse or children is a member beneficiary/beneficial owner, or members of a Shareholder's Immediate Family, (C) to an Affiliate entity controlling, controlled by or (D) under common control with such holder, provided that any such transferee will agree in writing to be subject to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharessame extent as if he were the Investor hereunder.

Right of First Refusal. (i) IfIf a bona fide offer in writing, prior signed by the offeror, shall have been made to an initial public offering a Member for the purchase of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any some or all of such Member’s Units (the Shares standing in Seller's“Offeree Member”), Seller and such Member desires to accept the offer, then a true copy of such offer shall first offer such Shares be forwarded to the Company other Members. Unless the offeror is an Affiliate, the other Members shall have the option, pro rata in accordance with the following provisions: relative ownership of Units of Members exercising their option or in such other proportion to which such Members may agree (Aincluding through redemption of the Units by the Company) Seller shall deliver a to be exercised by written notice to such effect to the Offeree Member within twenty (a "Notice"20) to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Noticeoffer by the other Members, Buyer to purchase the Offeree Member’s Units on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of the transaction, which shall not be for a date beyond thirty (30) days from the mailing of such acceptance by the Members exercising their options, or its designee beyond the date of closing set forth in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be at the Company’s principal place of business and shall occur during usual business hours. If the other Members do not send a notice of acceptance to the Offeree Member within the prescribed time, are not ready, willing, and able to consummate the purchase on the closing date or the offeror is an Affiliate, then the Offeree Member shall have the first right to purchase or obtain such Sharessell its Units to the offeror, upon provided that, if the price and terms of payment designated in offeror is not an Affiliate, the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate Disposition (a) is consummated within 60 days after expiration of the present fair market value of the non20-cash consideration offered. day period, and (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2b) is made at the price and terms designated strictly in the Notice, and (3) the proposed transferee agrees to be bound by accordance with the terms of the offer and provisions on no more favorable terms to the offeror. The Disposition of Units pursuant to this Article VIII and Section shall not entitle the transferee to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as ubstituted Member unless the Disposition of the date hereof (a "Shareholder"), (B) Units is approved pursuant to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesSection 15.3.

Right of First Refusal. (i) IfIn addition to any other limitation on transfer created by applicable securities laws, prior to an initial public offering while Employee holds any Shares, Employee will not assign, encumber or dispose of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer any interest in the Shares except as provided below: a. If Employee intends (or is required by operation of law or other involuntary transfer) to sell or transfer in any manner any Shares, whether Vested or all Unvested, Employee first will offer to sell the same number (but not less) of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with at the same price, and upon the same terms (or terms as similar as reasonably possible) as Employee is proposing to dispose, or is to dispose, of said Shares; provided, however, that if such transfer does not establish a price, then the price will be fair market value as determined by the Board of Directors of the Company. The Company (or its assignee) may elect to purchase all (but not less than all) of such Shares upon such terms within a period of thirty (30) days following provisions: (A) Seller shall deliver a receipt by the Company of written notice from Employee of the terms and conditions of said proposed sale or transfer. In the event the Shares are not disposed of by Employee upon terms not substantially the same as offered to the Company within sixty (60) days following expiration of the thirty (30) day period of the Company's right of first refusal, such Shares will once again be subject to the right of first refusal as herein provided. b. In the event of a "Notice") to ------ Buyer stating (1) Sellertransfer by operation of law or other involuntary transfer, the person acquiring such Shares will promptly notify the Secretary of the Company of such transfer and the Company's bona fide intention to Transfer right of first refusal will commence upon receipt by the Company of written notice by the person acquiring such Shares. The Company's right of first refusal, (2) in such circumstances, shall be at a price per share determined, in the name and address reasonable judgment of the proposed transfereeBoard of Directors of the Company, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredsuch shares. (C) If Buyer or its designee elects not to purchase or obtain all c. The rights of first refusal contained in this Paragraph 5 will terminate upon the Shares designated in effectiveness of a registration statement covering Company equity securities as filed with the Notice, then Seller may Transfer Securities and Exchange Commission under the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof Securities Act (a "ShareholderPublic Offering"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (ia) IfEach Noteholder agrees that from the date hereof to the Termination Date, prior to an initial public offering the Noteholder will not, directly or indirectly, sell or otherwise dispose of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any interest in any or all of the Shares standing in Seller's, Seller shall first offer such Shares his or her Notes and/or Common Stock subject to the Company restrictions of Section 3(b) other than ------------ pursuant to (i) a registered public distribution in accordance with Section ------- 5.11 of Exhibit B of the following provisions: Share Purchase Agreement (Aa "Registration"), (ii) Seller ---- --------- a bona fide offer from a third party who is not an Affiliate (an "Offer") or (iii) in open market transactions (a "Market Disposition"). In the case of a Registration, the provisions of Section 5.11 of Exhibit B of the Share ------------ --------- Purchase Agreement shall deliver apply in lieu of the balance this Section 4. --------- Prior to any such sale or other disposition pursuant to either an Offer or a Market Disposition, such Noteholder shall transmit a written notice (a the "Sales Notice") to ------ Buyer stating the Company setting forth (1A) Seller's bona fide intention with respect to Transfer such Sharesan Offer: (I) the name, address and principal business activity of each person to whom a sale or other disposition is proposed to be made, (2II) the name and address amount of the Notes and/or Common Stock proposed transfereeto be sold to each such person, (3III) the number of Shares manner in which the sale is proposed to be transferredmade, and (4IV) the price at which or other consideration for which, and the material terms upon which, such sale is proposed to be made, and stating that each such person's Offer is, to the best of the knowledge of such Noteholder, bona fide; and (B) ---- ---- with respect to a Market Disposition: (I) the approximate date the sales are scheduled to commence (which shall not be earlier than the expiration of the time period specified in paragraph (c) hereof), (II) the amount of ------------- Notes and/or Common Stock sought to be disposed of, and (III) the manner in which, and the names of the brokers through which, the Market Disposition is proposed to be made and the maximum rate of commission to be charged by such brokers. (b) Upon receipt of a Sales Notice pursuant to paragraph (a), the ------------- Company shall have an option to purchase all or any part of the Notes and/or Common Stock covered by such Sales Notice on the following terms and conditions: (i) If the option arises pursuant to an Offer, the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt the purchase of the Notice, Buyer or its designee Notes and/or Common Stock purchasable upon exercise of the option shall have the first right to purchase or obtain such Shares, upon be the price and terms of payment designated specified in the Sales Notice. If ; provided, however, that: (A) if the Notice provides for -------- ------- Offer is a publicly announced tender offer, the payment price shall be the highest price paid by the successful tender offeror pursuant to the tender offer to any of non-cash considerationthe security holders of the Company (it being understood that if the price offered in any tender offer is increased, Buyer at either by the original tender offeror or a third party, after the Company has elected to exercise its option at a lower price, then the Company shall have the right to reexamine its decision and to elect not to exercise such option so long as notice of its election not to exercise is received by such Noteholder at least twenty-four hours prior to the earlier of (I) the expiration of the tender offer or (II) any date after which securities tendered may pay be treated less favorably than securities tendered prior thereto), and (B) if the consideration price so specified is payable in whole or in part in property (which term shall include the securities of any other issuer), the price allocable to such property shall be cash equal to Buyer's good faith estimate the Appraisal Value (as hereinafter defined) of such property on the present fair market value of date the non-cash consideration offeredSales Notice is sent to the Company. (Cii) If Buyer the option arises pursuant to a Market Disposition, the exercise price per unit shall be equal to the Market Price (hereinafter defined) of this Common Stock or its designee elects Notes, as the case may be, for the trading day next preceding the date on which the Purchase Notice (hereinafter defined) is dispatched, less the estimated underwriting discounts and commission (based on the maximum rate set forth in the Sales Notice prescribed by Section 4(a)) which the ------------ Noteholders would have incurred if the Company had not elected to purchase such securities, but no other expenses of sale. (c) If the Company desires to exercise the aforesaid option to purchase all or obtain all any part of the Shares designated in the Notes and/or Common Stock covered by a Sales Notice, then Seller may Transfer the Shares referred Company shall transmit to in such Noteholder a written notice (the Notice "Purchase Notice") specifying the principal amount of Notes and/or number of shares of Common Stock to be purchased pursuant to the proposed transferee, providing exercise of such Transfer option. The Purchase Notice must be sent to the Noteholder prior to the later of (1A) is completed within 30 sixty days after the date on which the Company shall have received the Sales Notice or (B) if applicable, thirty days after the determination of any required Appraisal Value; provided, however, -------- ------- that, in the case of a tender offer, in no event shall the Purchase Notice be received later than twenty-four hours prior to the earlier of (C) the expiration of Buyerthe tender offer or (D) any date after which securities tendered may be treated less favorably than securities tendered prior thereto. (d) If with respect to an Offer or a Market Disposition the conditions prescribed in paragraphs (a) and (b) of this Section 4 have been met in -------------- --- connection with a proposed sale of any or all of either Noteholder's right Notes and/or Common Stock, and the Company has not transmitted the Purchase Notice within the period required by paragraph (c) hereof, then such ------------- Noteholder shall be free to purchase effect such sale under the following terms and conditions: (i) if a sale pursuant to an Offer was proposed, such sale may be effected for a period of sixty days from the last date on which the Company could have transmitted such notice, but only to the person or obtain such Shares, (2) is made persons specified in the Sales Notice at the price (or for the consideration) and on the terms designated specified in the Sales Notice; or (ii) if sales pursuant to a Market Disposition were proposed, such sales may be effected for a period of six months, but only in the manner and through the broker specified in the Sales Notice; and (3iii) in either event, if or to the extent such sale or sales do not occur within such sixty days or six month period, whichever is applicable, the Notes and/or Common Stock so proposed transferee agrees to be sold will again become subject to this Agreement to the same extent as if the Sales Notice with respect to such sale or sales had never been given. (e) Notwithstanding the foregoing, each Noteholder may (i) subject any or all of his or her Notes and/or Common Stock subject to the restrictions of Section 3(b) to a bona fide pledge or (ii) make gifts of ------------ ---- ---- any or all of such Notes and/or Common Stock to or for the benefit of the Noteholder's spouse, children, grandchildren or parents or to charitable organizations, provided that the pledgee or donee, as the case may be, -------- delivers to the Company a written agreement to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice restrictions contained herein in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) form reasonably satisfactory to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesCompany.

Right of First Refusal. (ia) IfOn or after December 31, 2001, prior to an initial public offering any Transfer or attempted Transfer by Stockholder of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any some or all of the Shares standing (the "Offered Shares") for cash, Stockholder shall (i) give prior written notice (a "Transfer Notice") to the Company of Stockholder's intention to effect such Transfer, describing the terms and conditions of the proposed Transfer, including the identity of the prospective transferee(s), the number of shares of Offered Shares Stockholder desires to sell and the purchase price. After receipt of the Transfer Notice, the Company shall have the option for 30 days from the date of receipt of the Transfer Notice to elect to purchase all, but not less than all, of the Offered Shares upon the same terms and conditions as those set forth in Seller'sthe Transfer Notice by delivering a written notice (the "Election Notice") of such election to Stockholder within such 30-day period. Stockholder shall not consummate such Transfer until the earlier to occur of the lapse of the 30-day period or the date on which the Company notifies Stockholder in writing that it will not exercise its rights under this Section 3.3 (the "Authorization Date"). If the Company has elected not to purchase all of the Offered Shares or has failed to make a timely election, Seller Stockholder may Transfer all, but not less than all, of the Offered Shares to the prospective transferee(s) thereof specified in the Transfer Notice, at a price and on terms no more favorable to such prospective transferee(s) than as specified in the Transfer Notice, during the 30-day period immediately following the Authorization Date, subject to Sections 3.7 and 3.8 hereof. Each of the certificates issued upon such Transfer shall first offer bear the restrictive legends set forth in the second paragraph of Section 3.10 hereto, unless in the reasonable judgment of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. If the Offered Shares are not so transferred within such 30-day period, such Offered Shares must be re-offered to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention provisions of this Section 3.3 if Stockholder still desires to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Offered Shares. (Bb) Within 60 days after receipt of If the Notice, Buyer or its designee shall have Company exercises the first right to purchase the Offered Shares by timely delivery of the Election Notice, unless otherwise agreed by Stockholder and the Company, the closing will take place at the offices of the Company in Greenwich, Connecticut, or obtain such Sharesother location as the Company's principal place of business may be, upon on the fifth business day after the date of the Election Notice. At the closing, the Company will pay the purchase price and terms of payment designated set forth in the Transfer Notice in cash (by certified or cashier's check) solely upon Stockholder's delivery to the Company of valid certificates evidencing all of the Offered Shares then being purchased pursuant to the Election Notice. If Certificates representing the Notice provides Offered Shares will be duly endorsed for transfer to the payment Company. By delivery of non-cash considerationsuch certificates to the Company, Buyer at its option may pay Stockholder will be deemed to represent and warrant to the consideration Company that the transferred Offered Shares are owned by Stockholder free and clear of all liens, adverse claims, and other encumbrances other than as provided in cash equal this Agreement. Stockholder will promptly perform, whether before or after any such closing, such additional acts (including, without limitation, executing and delivering additional documents) as are reasonably required by the Company to Buyer's good faith estimate of effect the present fair market value of the non-cash consideration offeredtransactions contemplated by this Section 3.3. (Cc) If Buyer or its designee elects not to purchase or obtain all The rights of the Shares designated Company under this Section 3.3 may be assigned or transferred in the Notice, then Seller may Transfer the Shares referred to whole or in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound part by the terms and provisions Company, without any consent or other action on the part of this Article VIII and to become a any other party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredhereto, Seller must give notice in accordance with this paragraph prior to any other one or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as more affiliates of the date hereof Company (a as defined for purposes of Rule 405 under the Securities Act, an "ShareholderAffiliate"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) IfIn the event that, prior to an initial public offering during the ---------------------- existence of Buyer's securities or a merger or sale of Buyerthis Agreement, Seller proposes any Holder shall desire to Transfer any Shares under circumstances other than those referred to in Section 5.1(b)(i), (or is required ii), (iii), (iv) and (v) hereof: (a) the notice given by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares Holder to the Company in accordance with the following provisions: (A) Seller pursuant to Section 5.2 hereof shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) specify the number of Shares to be transferredsold, the prospective purchasers thereof and the price and terms and conditions of such sale, and offering to sell such Shares to the Company (4or its designee) the purchase at such price per Share and on like terms of payment for which Seller proposes to Transfer such Sharesand conditions. (Bb) Within 60 days the Company shall have the right to accept or reject any offer pursuant to subsection (a) as promptly as practicable but in all events within the time period of one business day. Such time period shall run from, and not include, the date of delivery of the notice of such offer pursuant to subsection (a) above. If the Company shall accept such offer within the applicable time period specified above, then the Company shall purchase the Shares specified in the notice given pursuant to subsection (a) above as promptly as is reasonably practicable, but in no event after the later of (i) the 15th day following such acceptance and (ii) the third day following receipt of all required governmental approvals. (c) If the Company (i) shall reject such offer in writing, (ii) shall not within the applicable time period after receipt of the Noticenotice given by such Holder pursuant to subsection (a) above, Buyer accept such offer in writing with respect to all the Shares specified in such notice or its designee (iii) shall have the first right fail to purchase such Shares within the time period specified in subsection (b) above, then such Holder shall be free to enter into any agreement to sell such Shares to the prospective purchaser, at a price equal to or obtain such Shares, upon above the minimum price and on the terms of payment designated and conditions specified in the Notice. If notice delivered to the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal Company pursuant to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredsubsection (a) above. (Cd) If Buyer or its designee elects not Any sale of Shares by any Holder pursuant to purchase or obtain all subsection (c) above must be consummated within 30 days of the earlier of receipt of a written rejection from the Company or the expiration of the applicable time period allotted the Company for the rejection or consummation of the offer to sell such Shares designated in by such Holder. (e) Each Holder that has determined to make (or commenced negotiations to make) a Transfer (other than under the Notice, then Seller may Transfer the Shares circumstances referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"5.1(b)(i), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"ii), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family(iii), (Civ) to an Affiliate or and (Dv) hereof) shall give notice to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer Company of such Transfer not less than 10 nor more than 90 days prior to fact at the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharesearliest practicable time.

Right of First Refusal. If at any time a Stockholder receives a ---------------------- bona fide offer (i"Offer") If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of its Merger Shares from a third party (the Shares standing "Offeror") which the Stockholder wishes to accept and which is fully financed, the Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in Seller's, Seller writing of its wish to accept the Offer. The Stockholder's notice shall first contain an irrevocable offer to sell such Merger Shares to the Company (in accordance with the following provisions: (Amanner set forth below) Seller at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall deliver be accompanied by a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address true copy of the proposed transferee, Offer (3) which shall identify the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the NoticeOfferor). If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed At any time within 30 days after the expiration date of Buyerthe receipt by the Company of the Stockholder's notice, the Company (and its designee(s)) shall have the right and option to purchase some or obtain such Shares, all of the Merger Shares covered by the Offer either (2i) is made at the same price and on the same terms designated and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then, at the sole option of the Company, at the all-equivalent cash price, determined in good faith by the Company's Board of Directors, by delivering a check or checks in the Noticeappropriate amount to the Stockholder against delivery of certificates or instruments representing the Merger Shares so purchased, appropriately endorsed by the Stockholder. The Company may also elect (but shall have no obligation) to cause its designee(s) to purchase the Merger Shares covered by the Offer. Subject to Section 6.2 hereof, if -3- at the end of such 30-day period the Company (and (3its designee(s)) has not tendered the proposed transferee purchase price for all the Merger Shares in the manner set forth above, the Stockholder may during the succeeding 90-day period sell the Merger Shares not purchased by the Company covered by the Offer to the Offeror on terms no less favorable to the Stockholder than those contained in the Offer. No sale may be made to any Offeror unless the Offeror agrees in writing with the Company to be bound by this Agreement. Promptly after such sale, the Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms and provisions thereof as may reasonably be requested by the Company. If, at the end of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt 90 days following the expiration of the 30-day period during which the Company may purchase the Merger Shares, the Stockholder has not completed the sale of such Merger Shares as aforesaid, all the restrictions on Transfer contained in this Agreement in effect at that time shall again be in effect with respect to such Merger Shares. If such Shares are The parties agree that any Transfers to Soundview Financial, Texas Instruments and any Laor Parties shall not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party subject to this Agreement immediately upon the receipt of such Sharesprovision.

Right of First Refusal. (ia) IfIf at any time, prior either during the Purchaser's relationship with the Company or afterwards, the Purchaser wishes to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer transfer (or is required by operation of law or other involuntary transferas hereinafter defined) any of his or all her Shares, other than as provided for in Section 5(b) of this Agreement, the Purchaser shall first give written notice to the Company, stating the nature of the Shares standing in Seller'sproposed transfer, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transfereetransferee or transferees, (3) the number of Shares shares to be transferredtransferred (the "Offered Shares"), the price to be paid therefor and all the terms and conditions of the proposed transfer, and shall forthwith offer in writing to transfer such shares to the Company for the same consideration and on the same terms and conditions and the Company shall have the irrevocable and exclusive first option (4the "Right of First Refusal"), but not the obligation, to acquire from the Purchaser all or any portion of the Offered Shares on the same terms and conditions. (b) The Purchaser agrees that the Company has the right to assign its rights under Subsections 3(c) and 3(d) below, with respect to the purchase price per Share of part or all of the Offered Shares, to one or more other persons or entities (the "Purchasing Stockholder(s)") in its sole discretion and terms in whatever proportions it decides and the Purchaser agrees that any such assignment shall constitute a novation as among the Company, the Purchaser and the Purchasing Stockholder(s) with respect to the rights and obligations of payment the Company and the Purchaser set forth in Subsections 3(c) and 3(d) below so that such rights and obligations with respect to the purchase of that part or all of the Offered Shares (if any) assigned to the Purchasing Stockholder(s) in whatever proportions have been decided by the Company, shall thereafter exist between the Purchaser and the Purchasing Stockholder(s). (c) Within ninety (90) days following delivery of the Purchaser's notice, as specified in Section 3(a) above, the Company and/or the Purchasing Stockholder(s) shall give written notice to the Purchaser, stating whether or not the Company and/or the Purchasing Stockholder(s) elect to exercise their Rights of First Refusal as to all or any part of the Offered Shares. Failure by the Company and/or the Purchasing Stockholder(s) to give this notice within the ninety (90) day period shall be deemed to be an election of the Company and/or the Purchasing Stockholder(s) not to exercise their Rights of First Refusal for which Seller proposes to Transfer such the Offered Shares. (Bd) Within 60 ten (10) days after receipt the date of the NoticeCompany's and/or the Purchasing Stockholder(s) notice of exercise of their Rights of First Refusal pursuant to Section 3(c) above, Buyer the Purchaser, or its designee his estate, shall tender to the Company and/or the Purchasing Stockholder(s) at the Company's principal offices the certificate or certificates representing that portion of the Offered Shares which the Company and/or the Purchasing Stockholder(s) have elected to acquire, duly endorsed in blank by the first right Purchaser or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company and/or the Purchasing Stockholder(s) and the Company and/or the Purchasing Stockholder(s) shall pay to the Purchaser the purchase or obtain such Shares, price at the times and upon the price terms and terms of payment designated conditions proposed to be paid by the proposed third-party transferee, as set forth in the NoticePurchaser's notice. If the Notice provides for the payment Board of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate Directors of the present Company, in its sole judgment, shall determine that the proposed purchase price set forth in the Purchaser's notice is less than fair market value or if there is no purchase price, then the Company and/or the Purchasing Stockholder(s) shall pay to the Purchaser fair market value of the non-cash consideration offered. (C) If Buyer part or its designee elects not to purchase or obtain all of the Shares designated to be purchased as determined in good faith by the Board of Directors of the Company in its sole discretion (e) If the Purchaser's notice shall be duly given, and the Company and/or the Purchasing Stockholder(s) shall fail to purchase all of the Offered Shares by the exercise of their Right of First Refusal, then, but only then, the Purchaser shall be free to transfer the Offered Shares, but only for the price and upon the terms and conditions set forth in the NoticePurchaser's notice, then Seller may Transfer the Shares referred to in the Notice and only to the transferee or transferees named therein, and only if the Board of Directors of the Company, in its sole judgment, shall determine that the proposed transferee, providing such Transfer transfer is a bona fide transfer and said transfer shall be consummated within one hundred twenty (1120) is completed within 30 days after the expiration date of Buyerthe Purchaser's right notice to purchase or obtain such Shares, (2) is made at the price and terms designated in the NoticeCompany, and (3) only if the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become or transferees shall execute a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions copy of this Agreement satisfactory to the Company in all respects. If the Offered Shares shall not be so transferred by the Purchaser within the period specified above, then the transfer may not be made and the Offered Shares shall remain subject to become a party to the terms of this Agreement immediately upon in the receipt of such Sharessame manner as if the Purchaser's notice had not been given.

Right of First Refusal. Subject to the terms and conditions specified in this Section 4.1, each Investor hereby grants to FCCG a right of first refusal with respect to the Transfer, at any time and from time to time, of all or any part of its Warrants to a non-Affiliate of the Investor. (ia) IfUnless otherwise agreed between the Investors and FCCG, any Investor wishing to Transfer its Warrant (the “Transferor”) to any non-Affiliate of such Investor (the “Transferee”) shall send a written notice (a “Transfer Notice”) to FCCG stating the number of Warrants to be Transferred, which may be all or part of such Investors’ Warrants (the “Offered Warrants”), the identity of the proposed Transferee, and the price per Warrants and other terms of the proposed Transfer. A Transfer to an Affiliate of an Investor shall not require delivery of a Transfer Notice, provided that the transferee agree in writing to be bound by the provisions of this Agreement on or prior to an initial public offering such Transfer. (b) For a period of Buyer's securities ten (10) Business Days following receipt of the Transfer Notice, FCCG may elect to purchase, at the price and on the terms specified in the Transfer Notice, any all or a merger or sale portion of Buyer, Seller proposes the Offered Warrants. (c) If FCCG does not elect to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of the Shares standing in Seller'sOffered Warrants, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller Investor may Transfer the Shares referred balance of the Offered Warrants to the Transferee at a price not less than that, and upon terms no more favorable than those, specified in the Notice to the proposed transfereeTransfer Notice; provided, providing however, that, such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price Transferee and terms designated in the Notice, and (3) the proposed transferee agrees any subsequent Transferees must agree to be bound by this Section 4.1 until the terms and provisions expiration of the Warrants or the termination of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such SharesAgreement. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. Except in the case of a transfer by the Loomis ---------------------- Stockholders Trust to the Company of any shares of Common Stock pursuant to the terms of the Stock Contribution Agreement dated as of January 24, 1997 between the Company and the Loomis Stockholders Trust (ithe "Stock Contribution Agreement"), if, at any time after the date three years following the date hereof, a Holder (a "Transferor") If, prior has received a bona fide offer to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of the Shares standing in Seller'sshares of Common Stock and/or Common Stock Equivalents beneficially owned by the Holder and such Holder desires to accept such offer to purchase, Seller shall first offer or if a Holder otherwise proposes to transfer for value any shares of Common Stock and/or Common Stock Equivalents (for purposes of this Section 5, "shares") to any Person, the Transferor shall, not less than 30 days prior to the anticipated closing of such Shares sale or transfer, give written notice (the "Transferor's Notice") to the Company and the other record Holders of such proposed sale or transfer. The Transferor's Notice shall (i) specify the proposed transferee thereof, the number of shares to be transferred, the amount and type of consideration to be received therefor, and the other material terms on which the Transferor proposes to transfer the Common Stock or Common Stock Equivalents, (ii) contain an undertaking by the proposed transferee to honor any Participation Offer (as defined in paragraph (b) below), which is made in accordance with the terms hereof, and (iii) contain the following provisions: offer: The Transferor shall offer to sell (A) Seller shall deliver a written notice (a the "NoticeFirst Option") all such shares to ------ Buyer stating the Company at the same price per share and for consideration consisting of (1x) Seller's bona fide intention cash equal to Transfer such Sharesthe amount of cash proposed to be paid by the proposed transferee and (y) cash or non-cash consideration, (2) if any, having an equivalent value with the name and address of non-cash consideration proposed to be paid by the proposed transferee. The determination of equivalent value required by the preceding sentence, as well as the decision whether or not the Company will accept the First Option, in any particular instance shall be made by a committee of the Board of Directors, excluding therefrom any directors designated by the Transferor or proposed transferee (3or any Affiliate thereof) the number of Shares to be transferredutilizing any method and/or advisory assistance it deems appropriate, and (4) the purchase price per Share Company shall give the Transferor and terms the other record Holders written notice of payment for which Seller proposes to Transfer such Shares. (B) Within 60 determination within 15 days after receipt of the Transferor's Notice. Notwithstanding the foregoing, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If event the Notice provides for Transferor disputes the payment determination of non-cash considerationequivalent value made pursuant to the immediately preceding sentence, Buyer at its option may pay the consideration in cash equal Company shall engage a nationally recognized investment banking firm to Buyer's good faith estimate of recompute the present fair market equivalent value of the non-cash consideration offered. offered by the Company pursuant to the First Option, it being understood that the fees and expenses of such investment banking firm shall be paid one-half by the Company and one-half by the Transferor, unless the investment banking firm shall determine that the equivalent value of the non-cash consideration proposed to be paid by the transferee is greater by 15% or more than the value ascribed thereto by the Board of Directors, in which case 100% of the fees and expenses of such investment banking firm shall be paid by the Company and the investment banking firm's method of calculation of equivalent value shall be used in determining the amount of non-cash consideration permitted to be paid by the Company pursuant to the First Option or by the Option Holders pursuant to the Second Option (Cin each case, as defined below). If the Company (A) If Buyer fails to notify the Transferor in writing within 15 days after receipt of the Transferor's Notice that it elects to accept the First Option or its designee elects (B) by written notice within such 15-day period rejects the First Option in whole or in part, the Transferor shall offer to sell (the "Second Option") the shares not to be so purchased to the other record Holders (the "Option Holders") at the same price per share and for consideration consisting of (x) cash in an amount equal to the amount of cash proposed to be paid by the proposed transferee and (y) cash or non-cash consideration, if any, having an equivalent value (determined as provided above) with the non-cash consideration proposed to be paid by the proposed transferee; provided, however, that the Transferor shall not be obligated to offer such shares to any record Holder who is not an Accredited Investor. The Option Holders may purchase the shares so offered in the proportions upon which they mutually agree, or, if they are unable to agree upon an allocation of such shares among themselves, then in proportion to the number of shares of Fully-Diluted Common Stock owned by each such Option Holder who wishes to participate in the purchase of such shares pursuant to the Second Option. The Second Option may be accepted by one or obtain all more of such Option Holders by written notice delivered to the Transferor within 30 days after receipt of the Shares designated Transferor's Notice. Unless, through exercise of the First Option and/or the Second Option, all the securities proposed to be transferred in the NoticeTransferor's Notice are to be acquired by the Company and/or the Option Holders, then Seller the Transferor may Transfer transfer, subject to paragraph (b) below, all shares covered by the Shares referred to in the Transferor's Notice to the proposed transfereetransferee in accordance with the terms of such transfer set forth in the Transferor's Notice; provided, providing however, -------- ------- that such Transfer (1) is completed within 30 transfer must occur no later than 75 days after the date the Transferor's Notice was received by the Company or five days after the expiration or termination of Buyerany waiting period applicable to such transfer pursuant to the HSR Act, whichever is later. If the First Option and/or the Second Option, as the case may be, is accepted in a manner such that all shares covered by the Transferor's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees Notice are to be bound purchased, the Transferor shall transfer all such shares (free of all liens and encumbrances except this Agreement, all as reasonably determined by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (DCompany) to the estate of any respective purchasers thereof within 20 days after the date such offer is accepted by the Company and/or Option Holders, whichever is later, against delivery by the purchaser of the foregoing by gift, will or intestate successionconsideration payable to the Transferor as set forth in the Transferor's Notice; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior that, if -------- the HSR Act is applicable to the Transfer and that First Option or the proposed transferee agrees Second Option, such date shall be extended to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon date which is five days after the receipt of such Sharesdate the applicable waiting period expires or is terminated.

Right of First Refusal. (i) If, If at any time prior to the consummation of an initial public offering of Buyer's securities or a merger or sale of Buyeroffering, Seller Mazal proposes to sale, assign, transfer or dispose of in any way (each to "Transfer"), any of the Mazal Company Shares, to one or more third parties except to a Permitted Transferee (as defined below) subject to the limitations set forth below, pursuant to an understanding with such third parties, then Mazal shall give R.V.B written notice of its intention to make the Transfer (or is required by operation of law or other involuntary transferthe “Transfer Notice”), which Transfer Notice shall include (i) any or all a description of the Shares standing in Seller's, Seller shall first offer such Shares securities to the Company in accordance with the following provisions: be transferred (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such “Offered Shares”), (2ii) the name and address identity of the proposed transferee, prospective transferee(s) and (3iii) the number of Shares consideration and the material terms and conditions upon which the proposed Transfer is to be transferred, made. The Transfer Notice shall constitute a certification by Mazal that it has received an offer to purchase the Offered Shares and (4) in good faith believes a binding agreement for the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have Offered Shares is obtainable on the first right to purchase or obtain such Shares, upon the price and terms of payment designated set forth in the Transfer Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(aThe Transfer Notice shall constitute an irrevocable offer for a period of fourteen (14) days from the date of delivery of the Transfer Notice to sell all of Offered Shares to R.V.B at a purchase price equal to the price contained in, and on the same terms and conditions as set forth in the Transfer Notice (subject to R.V.B's payment option as set forth below). R.V.B shall have an option for a period of fourteen (14) days from its receipt of the Transfer Notice to elect to purchase all the Offered Shares at the same price and subject to the same terms and conditions as described in the Transfer Notice;provided however that R.V.B shall at its sole discretion and irrespective of the terms of the Transfer Notice, Seller may Transfer Shares: have the option to pay no more than seventy five percent (75%) of such purchase price in ordinary shares of R.V.B by issuing to Mazal such ordinary shares in such number which is calculated by (A) dividing the amount representing the portion of purchase price which R.V.B elects to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), pay in shares by (B) the then applicable average closing price per share of the R.V.B shares on the 30 trading days preceding the date the Transfer Notice was delivered to R.V.B (on the exchange on which R.V.B's shares are then listed). R.V.B may exercise such option and, thereby, purchase all the Offered Shares, by notifying Mazal, before expiration of the fourteen (14) day period as to the manner of payment in accordance with the above. (iii) If R.V.B gives Mazal notice that it desires to purchase all the Offered Shares, then the purchase and sale shall take place at a Shareholderplace agreed upon among the parties and at the time of the scheduled closing therefore, which shall be no later than twenty (20) days after Mazal's spousereceipt of R.V.B's notice. The Offered Shares shall be purchased free and clear of any pledge, childlien, grandchildhypothecation, ----------- parentencumbrance, brothercharge, claim or sister other security interest of any kind or character. ("Immediate Family")iv) To the extent that R.V.B has not exercised its rights to purchase Offered Shares within the time period specified herein, Mazal shall have a period of 90 days from the date of the Transfer Notice in which to sell the Offered Shares, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice. (v) Notwithstanding the provisions of this Section 2, Mazal may Transfer, without triggering the right of first refusal, with or without consideration, all of the Mazal Company Shares to any Permitted Transferee of Mazal, provided however that R.V.B shall have received written notice of such pending Transfer at least 10 days in advance and that such Permitted Transfer shall have undertaken in writing in a trust established for ------------------ form reasonable acceptable to R.V.B to become a Party to this Agreement in place of Mazal and to be subject to all of Mazal's obligations and undertakings hereunder."Permitted Transferee" means in respect of any individual or entity any of the benefit following: (i) if the transferor is an entity, any entity or individual that holds share(s) of a member such entity (ii) the recipient by will or members of a Shareholder's Immediate Family, (C) to an Affiliate intestate succession or (Diii) any spouse or member of such transferor's immediate family. Without derogating from the above, any Transfer of Mazal's Company Shares to any third party shall be subject to the prior written approval of R.V.B as to the identity of such third party. Such approval will not be unreasonably withheld. In addition, any Transfer of Mazal's Company Shares to any party shall be subject on such transferee undertaking in writing in a form reasonable acceptable to R.V.B to become a Party to this Agreement in place of Mazal and to be subject to all of Mazal's obligations and undertakings hereunder. Nothing in this Agreement shall be construed as derogating from the Trust Agreement, attached as Schedule 4.2.5(2) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesSPA.

Right of First Refusal. (ia) If, prior to an initial public offering OFF THE MARKET" TRANSACTION. In the event Bregman receives a bona fide offer (whether or not such offer is deri▇▇▇ ▇▇▇m Bregman's solicitation) for the purchase of Buyer's securities all or a merger portion of his S▇▇▇▇▇ (▇▇ any rights or sale interests therein) in a privately negotiated "off the market" transaction, Bregman shall give written notice of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first such offer such Shares to the Company Corporation in accordance with ▇▇▇ ▇▇nner and at the following provisions: (Aaddress set forth in Section 7(i) Seller shall deliver a written hereof. The notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) must set forth the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share Share, and all other terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt and conditions of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the proposed transfer (no non-cash consideration offered. (C) If Buyer or its designee elects not may comprise a portion of the offer). On receipt of the notice with respect to such offer, the Corporation shall have the exclusive right and option, exercisable at any time for two business days from the time of the Corporation's receipt of said notice, to purchase or obtain all the Shares of the Shares designated Corporation covered by the offer in question (the Notice, then Seller may Transfer "Offered Shares") at the Shares referred to same price and on the same terms and conditions of the offer as set out in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyernotice. The Corporation's right to purchase Shares as provided in this Section 4(a) shall expire 12 months from the date hereof. (b) ON THE MARKET" TRANSACTION. In the event Bregman receives a bona fide offer (whether or obtain not such Sharesoffer is deri▇▇▇ ▇▇▇m Bregman's solicitation) for the purchase of Shares which, (2) is made at the price and terms designated when combin▇▇ ▇▇▇▇ ▇ll other Shares sold by Bregman in the Notice, and prior three (3) months, exceeds the proposed transferee agrees to be bound by greater of: (i) 1% ▇▇ ▇▇▇ outstanding shares of common stock of the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredCorporation, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as the average weekly trading volume of the date hereof (Common Stock over the immediately preceding four weeks, in a transaction which is executed as an "Shareholder")on the market" transaction, (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit Bregman shall give written notice of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) such offer to the estate Corporation in ▇▇▇ ▇▇nner and at the address set forth in Section 7(i) hereof. The notice must set forth the number of any Shares to be transferred, the price per Share, and all other terms and conditions of the foregoing by giftproposed transfer (no non-cash consideration may comprise a portion of the offer). On receipt of the notice with respect to such offer, will or intestate succession; provided the Corporation shall have the exclusive right and option, exercisable at any time for two business days from the time of the Corporation's receipt of said notice, to purchase that Seller notifies Buyer number of such Transfer not less than 10 nor more than 90 days prior to Offered Shares, at the Transfer same price and that on the proposed transferee agrees to be bound by the same terms and provisions conditions of the offer as set out in such notice. The Corporation's right to purchase Shares as provided in this Agreement and to become a party to this Agreement immediately upon Section 4(b) shall expire six (6) months from the receipt of such Sharesdate hereof.

Right of First Refusal. At any time during the Term, as long as there etists no Lease Default at the time of exercise and on the Closing Date and this Lease is then in full force and effect and there exists no event or state of facts which constitutes, or with the passage of time and/or the giving of notice would constitute, a Lease Default, the Lessee shall have a "Right of First Refusal" subject to the following terms and condition: (ia) If, prior if the Lessor receives a bona fide written offer to purchase the Leased Property from a Person which is not a member ofthe Leasing Group or an initial public offering Affiliate of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all member of the Shares standing Leasing Group (the "Offer"), acceptable to Lessor in Seller'sthe Lessor's sole and absolute discretion, Seller shall first offer such Shares and the Lessor elects, in the Lessor's sole and absolute discretion, to sell the Company Leased Property in accordance with the Offer, the Lessee shall have thirty (30) days following provisions: the delivery ofthe notice ofthe Offer to Lessee to elect to purchase the Leased Property on the same terms and conditions as specified in the Offer; (Ab) Seller shall deliver a written unless the Lessor receives notice from Lessee within such thirty (a 30) day period setting forth the Lessee's election ("Election Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) so purchase the name Leased Property and address unless thereafter the Lessee completes the acquisition of the proposed transferee, (3) the number of Shares to be transferredLeased Property exactly as provided for, and by the date specified in the Offer (4) the purchase price per Share "Closing Date"), the Lessor shall be at liberty, and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first absolute and unconditional right to purchase or obtain such Shares, upon sell the price and terms of payment designated in Leased Property to any person within the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. next twelve (C12) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by months substantially on the terms and provisions of this Article VIII conditions set forth in the Offer or on any other terrns and conditions more favorable to become a party to an agreement containing the Lessor; and (c) any such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice sale consummated in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any provisions of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior clause (b) shall extinguish all rights granted to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of Lessee under this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesSection 18.

Right of First Refusal. (a) Each request for registration by the Shareholder pursuant to Section 2(a) or, if applicable, Section 3 hereof shall constitute an offer to sell to the Company all, but not less than all, of the Registrable Shares covered by such request (the "Offered Shares") on the terms and conditions set forth in this Section 6. (b) The Company may elect to purchase all, but not less than all, of the Offered Shares pursuant to this Section 6 by sending written notice of such election to the Shareholder at any time prior to the earlier of (i) If, the effectiveness of the registration statement which relates to such request or (ii) the withdrawal of such request. (c) The purchase price (the "Purchase Price") for the Offered Shares purchased pursuant to this Section 6 shall be equal the average of the closing prices of the Class A Stock on the five trading days prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes the date on which the Company sends the notice referred to Transfer in Section 6(b) hereof as reported on the NASDAQ National Market System (or on such other quotation system or exchange on which the Class A Stock is required then quoted or listed) multiplied by operation of law or other involuntary transfer) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Offered Shares. (Bd) Within 60 The closing (the "Closing") of a purchase of Offered Shares by the Company pursuant to this Section 6 shall be held on the date (the "Closing Date") designated by the Company in the written notice referred to in Section 6(b) hereof. The Closing Date shall not be less than two, and not more than twenty‑five, business days after receipt following the date on which the Company sends such notice. At the Closing, the Company shall deliver to the Shareholder the Purchase Price in cash or its equivalent and the Shareholder shall deliver to the Company certificates with stock powers duly executed in blank representing all of the NoticeOffered Shares, Buyer free and clear of all liens and encumbrances. One Demand Registration shall be deemed to have been effected pursuant to this Agreement upon each purchase of Offered Shares by the Company pursuant to this Section 6. (e) Notwithstanding the provisions of Section 6(a) through (c) hereof, if the Purchase Price is equal to less than 90% of the average of the closing prices of the Class A Stock on the five trading days prior to the date on which the Company received the request for registration pursuant to Section 2(a) or its designee Section 3 hereof as reported on the NASDAQ National Market System (or on such other quotation system or exchange on which the Class A Stock is then quoted or listed) multiplied by the number of Offered Shares, the Shareholder shall have the first right to withdraw such request for registration with the effect that (i) the Company shall not be entitled to purchase or obtain such Shares, upon the price Offered Shares pursuant to this Section 6 and terms of payment designated (ii) in the Noticecase of a Demand Request, such Demand Registration will not count as one Demand Registration effected pursuant to Section 2(a) hereof. If In order to exercise the Notice provides for right provided in this Section 6(e), the payment Company must receive written notice of non-cash consideration, Buyer at its option may pay such exercise by the consideration Shareholder within one business day after the Shareholder receives the written notice set forth in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredSection 6(b) hereof. (Cf) If Buyer or its designee elects Notwithstanding the provisions of this Section 6, after the death of ▇▇. ▇▇▇▇▇▇▇, any election by the Company pursuant to Section 6(b) hereof shall be subject to the following additional terms and conditions: (i) The Closing Date shall be not to purchase or obtain all of less than five business days following the Shares designated in date on which the Notice, then Seller may Transfer Company sends the Shares written notice referred to in the Notice to the proposed transferee, providing such Transfer (1Section 6(b) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shareshereof. (ii) Notwithstanding Section 8.1(a)If at any time prior to the Closing the Shareholder delivers to the Company an opinion of counsel (which counsel is reasonably satisfactory to the Company) to the effect that at least 5% of the Offered Shares would not, Seller may Transfer Shares: in such counsel's opinion, either (A) to either or both of Seller's shareholders as qualify for redemption treatment under Section 303 of the date hereof Internal Revenue Code of 1986, as amended (a the "ShareholderCode"), ) or (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established qualify for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (Ctreatment as an exchange as specified in Section 302(b) to an Affiliate or (D) to the estate of any of the foregoing by giftCode, will or intestate succession; provided that Seller notifies Buyer of such Transfer the Company shall not less than 10 nor more than 90 days prior be entitled to make the Transfer and that the proposed transferee agrees election referred to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Sharesin Section 6(b) hereof.

Right of First Refusal. Other than as set forth in Section 3.1 or ---------------------- 3.4, Employee shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Shares (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required including transfer by operation of law or other involuntary transferlaw) any or all of the Shares standing in Seller's, Seller shall first offer until such Shares are first offered to the Company in accordance with the following provisionsterms and conditions: (A) Seller 3.2.1 The Employee shall deliver a written notice (a "Notice") to ------ Buyer stating the Company stating (1i) Seller's his bona fide intention to Transfer sell or transfer such Shares, (2) the name and address of the proposed transferee, (3ii) the number of Shares to be sold or transferred, (iii) the price for which he proposes to sell or transfer such Shares, (iv) the name of the proposed purchaser or transferee, and (4v) the purchase price per Share and payment terms of payment for which Seller proposes to Transfer such Sharesproposed. 3.2.2 Within thirty (B30) Within 60 days after receipt of the Notice, Buyer the Company or its designee shall have the first right assignee may elect to purchase or obtain such Sharesall Shares to which the Notice refers, upon at the price and terms of payment designated per Share specified in the Notice. If The Company shall purchase the Notice provides Shares on the payment terms specified in the Notice; provided, however, that the Company may elect to pay up to 75% of the purchase price to be paid for the payment Shares by delivery of non-cash consideration, Buyer at its option may pay a promissory note for a fixed term (not to exceed two years) to be determined by the consideration in cash equal to Buyer's good faith estimate Board of Directors of the present Company, with interest thereon payable at the prime rate in effect as of the date of the Notice. The principal amount of such note shall not exceed the difference between the fair market value of the non-Shares purchased by the Company less the aggregate exercise price paid for such Shares by Employee. The remainder of the purchase price shall be paid by cash consideration offeredor check payable to the Employee at the time of sale. (C) 3.2.3 If Buyer or its designee elects the Shares to which the Notice refers are not elected to purchase or obtain all be purchased as provided in Section 3.2.2, the Employee must offer the Shares to the other shareholders of the Company at the price and payment terms specified in the Notice. 3.2.4 If the Shares designated to which the Notice refers are not elected to be purchased, as provided in Sections 3.2.2 and 3.2.3, the Employee may sell the Shares to any person named in the Notice at the price, and on the payment terms, specified in the Notice, then Seller may Transfer the Shares referred to in the Notice or at a higher price or upon payment terms less favorable to the proposed transferee, providing provided that such Transfer sale or transfer is consummated within ninety (190) is completed within 30 days after of the expiration date of Buyer's right said Notice to purchase or obtain such Shares, (2) is made at the price and terms designated in the NoticeCompany, and (3) the proposed transferee agrees to be bound by provided, further, that any such sale is in accordance with all the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferredconditions hereof, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesincluding Section 3.5 below. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) IfA. If any Member receives a bona fide written offer for his, prior her or its Shares and desires to sell all or part of such Shares, such Member shall be under an initial public offering of Buyer's securities or a merger or sale of Buyerobligation, Seller proposes at the time such Member requests written consent to Transfer (or is such assignment as required by operation of law or other involuntary transferSection 6.01, to offer in writing (the “ROFR Offer”) any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with and the following provisions: (A) Seller other nonoffering Members for purchase. The ROFR Offer shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) state the name and address of the proposed transferee, (3) the number of Shares to be transferredpurchased by the proposed transferee (the “Offered Shares”), and (4) the purchase price per Share to be paid by the proposed transferee and all other terms or conditions of payment for which Seller proposes such proposed sale or transfer. The Company may, at any time within thirty (30) days after receipt by it of such ROFR Offer, elect to Transfer accept such ROFR Offer with respect to all or part of the Offered Shares, by so notifying the offering Member in writing and delivering to him, her or it a written acceptance of such ROFR Offer. B. In the event that the Company does not elect to accept the ROFR Offer or elects to accept only part of the Offered Shares within such 30-day period, the Company shall notify the offering Member and each non-offering Members. The non-offering Members, or any of them, may, at any time within fifteen (B15) Within 60 days after receipt of such notice from the NoticeCompany, Buyer elect to accept all or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate part of the present fair market value remaining Offered Shares (pro rata unless the accepting Members designate different proportions) by notifying the offering Member in writing and delivering to the offering Member written acceptance of the non-cash consideration offeredsuch ROFR Offer. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within C. Within 30 days after the expiration acceptance of Buyer's right the ROFR Offer, the offering Member shall tender to purchase the Company or obtain such to the non-offering Members who shall have accepted the ROFR Offer, as the case may be, at the principal offices of the Company the certificate or certificates representing the accepted Offered Shares, (2) is made at duly endorsed in blank by the price and terms designated offering Member or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Offered Shares to the Company or such non-offering Members, as the case may be. Upon receipt of such Offered Shares, the Company or the non-offering Members, as the case may be, shall deliver to the offering Member the consideration for such Offered Shares in the Noticeamount described in the ROFR Offer. D. After the time at which any Offered Shares are required to be delivered to the Company for transfer to the Company or the non-offering Members (who shall have accepted the ROFR Offer) pursuant to Section 6.03C above, the Company shall not make distributions to the offering Member on account of such Offered Shares or permit the offering Member to exercise any of the privileges or rights of a Member with respect to such Offered Shares, but shall, in so far as permitted this Agreement and (3) by law, treat the Company or such non-offering Members as the owner of such Offered Shares. E. If the Company and the non-offering Members do not elect to accept all of the Offered Shares, the offering Member may sell the remaining Offered Shares to the proposed transferee agrees named in the ROFR Offer, such sale to be bound by made only in strict accordance with the terms and provisions therein stated provided, however, that such Transfer of Offered Shares is made pursuant to the terms of Section 6.01. If the offering Member shall fail to make such transfer within thirty (30) days following the obtaining of written consent to Transfer as required by Section 6.01, such Offered Shares shall again become subject to all the restrictions of this Article VIII and Section 6.03. The right of the Company to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior accept the ROFR Offer is assignable to any other successor or subsequent Transfer of such Sharesassignee. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (i) If, If at any time after the fifth anniversary of the Base Date and prior to an initial public offering of Buyer's securities or a merger or sale of BuyerPublic Offering (as hereinafter defined), Seller proposes the Management Stockholder receives a bona fide offer to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of his shares of Stock (the Shares standing "Offer") from a third party (the "Offeror") which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in Seller's, Seller writing of his wish to accept the Offer. The Management Stockholder's notice shall first contain an irrevocable offer to sell such Shares shares of Stock to the Company (in accordance with the following provisions: (Amanner set forth below) Seller at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall deliver be accompanied by a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address true copy of the proposed transferee, Offer (3) which shall identify the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 Offeror). At any time within 15 days after receipt the date of the Noticereceipt by the Company of the Management Stockholder's notice, Buyer or its designee the Company shall have the first right and option to purchase purchase, or obtain such Sharesto arrange for a third party to purchase, upon all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of payment designated the Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the appropriate amount (and any such non-cash consideration offered. (Cto be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If Buyer or its designee elects at the end of such 30-day period, the Company has not to tendered the purchase or obtain price for such shares in the manner set forth above, the Management Stockholder may during the succeeding 60-day period sell not less than all of the Shares designated shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Management Stockholder than those contained in the NoticeOffer. Promptly after such sale, then Seller the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may Transfer reasonably be requested by the Shares referred to in Company. If, at the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 end of 60 days after following the expiration of Buyer's right the 30-day period for the Company to purchase or obtain the Stock, the Management Stockholder has not completed the sale of such Sharesshares of the Stock as aforesaid, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and Section 4 shall again be in effect with respect to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as shares of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesStock.

Right of First Refusal. (ia) If, prior Should either Member (a “Transferring Member”) propose or receive (and propose to accept) a bona fide offer (an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes “Offer”) to Transfer any of its Interests (or is required by operation of law or other involuntary transferthan a permitted Transfer pursuant to Section 8.2) any or all of from a Third Party that the Shares standing in Seller'sTransferring Member wishes to accept, Seller the Transferring Member shall first offer such Shares deliver to the Company and the other Member (the “Non-Transferring Member”) Notice of such proposed Transfer and the Non-Transferring Member shall have the right, but not the obligation, to request that the Transferring Member offer, and in accordance with the following provisions: (A) Seller event such request is made, the Transferring Member shall deliver a written notice (a "Notice") offer, to ------ Buyer stating (1) Seller's bona fide intention the Non-Transferring Member and/or its designee the opportunity to Transfer acquire all, but not less than all, of such Shares, (2) the name and address of the Interests proposed transferee, (3) the number of Shares to be transferredTransferred. Any such offer and sale to the Non-Transferring Member shall be at the same price and on terms and conditions no less favorable to the Non-Transferring Member than those set forth in the Offer, provided, however, that the closing of such transaction should occur on a date selected by the Non-Transferring Member so long as such closing date is not later than the later of sixty (60) Business Days from the date of Notice of such proposed Transfer and the receipt of any required regulatory approvals for such transaction. The Non-Transferring Member shall have thirty (430) days from the purchase price per Share and terms of payment for which Seller proposes date it has received the offer to Transfer accept by written instrument such Sharesoffer from the Transferring Member. (Bb) Within 60 days after receipt of If the Notice, Buyer or its designee shall have the first right Non-Transferring Member declines to purchase the offered Interests, or obtain does not accept the offer to purchase the Interests within the thirty (30) days, the Transferring Member may, subject to the rights set forth in Section 8.8, Transfer such Shares, upon Interests pursuant to the price terms and terms of payment designated conditions set forth in the Notice. If the Notice provides for the payment of non-cash considerationOffer; provided, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed that any transferee agrees must agree to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice conditions set forth in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon such transfer must close within [180] days of the receipt of such SharesTransferring Member’s Notice.

Right of First Refusal. (ia) IfIn the event that a Transferor desires to sell all or part of its Shares (the "Offered Shares") to a good faith independent purchaser (a "Purchaser"), prior other than pursuant to an initial public offering Section 2.3, 2.4 or 2.5 of Buyer's securities this Agreement or a merger or sale of Buyer, Seller proposes to Transfer in reliance and in accordance with Rule 144 (or is required by operation any successor provision) under the Securities Act, the Transferor shall give written notice (the "Transferor's Notice") of law or other involuntary transfer) any or all of its intention to sell the Shares standing in Seller's, Seller shall first offer such Offered Shares to the Company in accordance with and the following provisions: (A) Seller shall deliver a written notice (a "Notice") other Stockholders at least 60 days prior to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address date of the proposed transferee, transfer setting forth (3i) the number of Shares Offered Shares, (ii) the consideration to be transferredreceived by the Transferor, (iii) the identity of the Purchaser, (iv) any other material items and conditions of the proposed transfer and (4v) the purchase price per Share and terms date of payment for which Seller proposes to Transfer such Sharesthe proposed transfer. (Bb) Within 60 If the Transferor shall obtain the written consent of the holders of a majority, by voting power, of the outstanding Shares (including such Transferor and its Offered Shares) entitled to vote at a meeting of Stockholders within 15 days after receipt giving the Transferor's Notice, the Transferor may freely transfer the Offered Shares to the Purchaser on the terms and conditions set forth in such notice for a period of 90 days after obtaining such consent without complying with the other provisions of this Section 2.2. Thereafter, such Offered Shares may be transferred only by again complying with all of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price terms and terms of payment designated procedures set forth in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredthis Article II. (Cc) If Buyer or its designee elects the Transferor does not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice consent to the proposed transfereetransfer as provided in Subsection 2.2(b) above, providing such Transfer each Stockholder (1other than the Transferor) is completed may, by written notice given to the Transferor, the other Stockholders and the Company within 30 days after the expiration date of Buyerthe Transferor's Notice, elect to acquire all of the Offered Shares on the same terms and conditions set forth in the Transferor's Notice. If the Stockholders electing to acquire all of the Offered Shares (for purposes of this Section 2.2, the "Electing Stockholders") collectively elect to acquire an aggregate number of shares greater than the total number of Offered Shares, each Electing Stockholder will be allocated a number of the Offered Shares, up to the number of shares specified in such Electing Stockholder's notice to the Transferor, equal to such Electing Stockholder's Aggregate Pro Rata Portion (as hereinafter defined) of the Offered Shares. If one or more Electing Stockholders does not purchase all of its or their Aggregate Pro Rata Portion of the Offered Shares, then the remaining Electing Stockholders (for purposes of this Subsection 2.2(c), the "Remaining Electing Stockholders"), who based on their notice to the Transferor still desire to purchase the remaining Offered Shares (the "Remaining Offered Shares"), shall have the right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt Aggregate Pro Rata Portion of such Shares. If such Remaining Offered Shares until all the Offered Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharespurchased. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such Shares.

Right of First Refusal. (ia) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller If Buyer proposes to Transfer (sell, pledge, exchange or is required by operation otherwise dispose of law any of its Shares, whether for cash or other involuntary transfer) any or all of the Shares standing in Seller'sconsideration, Seller Buyer shall first offer such Shares promptly deliver to the Company in accordance with the following provisions: (A) Secretary of Seller shall deliver a written notice (a hereinafter referred to as the "Notice") to ------ Buyer stating (1) Seller's ). Such Notice shall include a true and complete copy of a written bona fide intention to Transfer such offer for the purchase or transfer of Buyer's Shares, (2) the name and address of the proposed transfereepurchaser or transferee and the proposed purchase price, (3) the number of Shares to be transferredterms, and conditions of the transfer, which must include a sufficient period prior to consummation of such purchase or transfer for the option period contemplated by subsection (4b) below to expire (the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares"Bona Fide Offer"). (Bb) Within 60 Seller shall have an option to purchase all, and not less than all, of the Shares of Buyer subject to the Bona Fide Offer at the same price and upon substantially the same terms and conditions as set forth in the Bona Fide Offer by giving written notice of acceptance to Buyer within thirty (30) days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (Cc) If Buyer Upon the refusal or failure of Seller to exercise its designee elects not option to purchase or obtain all the Shares in accordance with subsection (b) above, such Shares may be sold upon the terms and conditions set forth in the Bona Fide Offer, provided that the notice of the closing thereunder shall be given to Seller immediately after the occurrence thereof and provided further that the purchaser of the Shares designated in under the NoticeBona Fide Offer and the purchaser's spouse, then Seller may Transfer the if such Shares referred were sold to in the Notice an individual with a spouse, shall, as a condition precedent to the proposed transfereesuch purchase, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees agree to be bound by the all terms and provisions of this Article VIII and Section 8. (d) The right of first refusal granted to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are Seller hereunder shall not so transferred, Seller must give notice in accordance with this paragraph prior apply to any transfer of Shares by Buyer to any Affiliate of Buyer. For purposes of this Section 8, an "Affiliate of Buyer" shall mean any person, corporation, partnership or other entity which controls Buyer or subsequent Transfer is controlled by Buyer or is under common control of such Sharesor with Buyer; provided, however, any Affiliate of Buyer shall continue to be subject to the right of first refusal granted Seller under this Section 8. (e) The right of first refusal granted to Seller under this Section 8 shall automatically terminate upon the occurrence of any of the following events: (i) The bankruptcy or insolvency of Seller; (ii) Notwithstanding Section 8.1(a)The closing of a public offering of securities of Seller pursuant to a registration statement declared effective under the Securities Act of 1933, Seller may Transfer Shares: as amended; or (Aiii) to either The closing of the sale of all or both substantially all of the assets of Seller's shareholders as , the consolidation or merger of Seller in which Seller is not the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brothersurviving corporation, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit complete liquidation of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to Seller in compliance with the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesTexas Business Corporation Act.

Right of First Refusal. (i) If, If prior to an initial public offering of Buyer's securities or a merger or sale of BuyerPublic Offering, Seller proposes the Recipient receives a bona fide offer to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of his shares of Stock (the Shares standing "Offer") from a third party (the "Offeror") which the Recipient wishes to accept, the Recipient shall cause the Offer to be reduced to writing and shall notify KSL in Seller's, Seller writing of his wish to accept the Offer. The Recipient's notice shall first contain an irrevocable offer to sell such Shares shares of Stock to KSL (in the manner set forth below) at a purchase price equal to the Company in accordance with price contained in, and on the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name same terms and address conditions of the proposed transferee, (3) the number of Shares to be transferredOffer, and shall be accompanied by a true copy of the Offer (4) which shall identify the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 Offeror). At any time within 45 days after receipt the date of the Noticereceipt by KSL of the Recipient's notice, Buyer or its designee KSL shall have the first right and option to purchase purchase, or obtain such Sharesto arrange for a third party to purchase, upon all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, at the equivalent all cash price, determined in good faith by the Board of payment designated Directors of KSL, by delivering a certified bank check or checks in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the appropriate amount (and any such non-cash consideration offered. (Cto be paid) to the Recipient at the principal office of KSL against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Recipient. If Buyer at the end of such 45-day period, KSL or its designee elects such third party has not to tendered the purchase or obtain price for such shares of Stock in the manner set forth above, the Recipient may during the succeeding 30-day period sell not less than all of the Shares designated shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to Recipient than those contained in the Notice, then Seller offer. No sale may Transfer be made to any Offeror unless the Shares referred to Offeror agrees in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees writing with KSL to be bound by the terms and provisions of this Article VIII Section 4 in connection with any resale by the Offeror. Promptly after such sale, the Recipient shall notify KSL of the consummation thereof and to become a party to an agreement containing shall furnish such provisions immediately upon receipt evidence of the completion and time of completion of such Sharessale and of the terms thereof as may reasonably be requested by KSL. If such Shares are If, at the end of 30 days following the expiration of the 45-day period for KSL to purchase the shares of Stock, the Recipient has not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer completed the sale of such Shares. (ii) Notwithstanding Section 8.1(a)shares of Stock as aforesaid, Seller may Transfer Shares: (A) to either all the restrictions on sale, transfer or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of assignment contained in this Agreement and shall again be in effect with respect to become a party to this Agreement immediately upon the receipt such shares of such SharesStock.

Right of First Refusal. If (a) Purchaser has received a bona fide offer to purchase any of the Shares from a third party unaffiliated with Purchaser (the "Third Party") and (b) Purchaser intends to sell such Shares to such Third Party, Purchaser shall notify the Company in writing (the "Written Notice") of such proposed sale no less than sixty (60) days prior to the closing (the "Proposed Closing") for such proposed sale. The Written Notice shall contain all material terms of the proposed sale, including, without limitation, the proposed price and the date of the Proposed Closing (the "Proposed Closing Date"). Unless: (i) If, Purchaser receives from the Company on or before the day occurring thirty (30) days prior to an initial public offering of Buyer's securities the Proposed Closing, a written offer from the Company to purchase the Shares; and (ii) such offer by the Company to purchase the Shares (A) is for a price equal to or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) any or all greater than the purchase price of the Shares standing set forth in Seller's, Seller shall first offer the Written Notice; (B) provides for the payment to Purchaser for the Shares of such Shares to amount in the Company form and in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of same payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated schedule as set forth in the Written Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. ; and (C) If Buyer or its designee elects not to purchase or obtain all of otherwise contains the same terms for purchasing the Shares designated as is provided for in the Notice, then Seller may Transfer the Shares referred to in the Written Notice to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as of the date hereof (a "ShareholderWritten Offer"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ then Purchaser may sell the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Shares to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by Third Party on the terms provided for in the Written Notice on the Proposed Closing Date. If Purchaser receives a Written Offer from the Company on or before the day occurring thirty (30) days before the Proposed Closing Date, then Purchaser shall accept the Written Offer and provisions of this Agreement Purchaser shall sell, and to become a party to this Agreement immediately upon the receipt of such SharesCompany shall purchase, the Shares on the terms provided for in the Written Offer on the Proposed Closing Date.

Right of First Refusal. Prior to making any sale, transfer or other disposition of Company Common Stock in a Private Sale to any Person (other than Permitted Transferees), and subject to the provisions of Section 3, the Shareholder shall give the Company the opportunity to purchase such securities in the following manner: (i) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to The Shareholder shall give notice (the "Transfer (or is required by operation of law or other involuntary transferNotice") any or all of the Shares standing in Seller's, Seller shall first offer such Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide writing of such intention to Transfer such Shares, (2) the name and address of the proposed transferee, (3) specifying the number of Shares shares of Company Common Stock proposed to be sold or transferred to one or more bona fide third party transferees, the proposed aggregate price of the Company Common Stock to be transferred, which shall be in cash only and not subject to a financing condition (4) the purchase price per Share and terms of payment for which Seller proposes to "Transfer such Shares. (B) Within 60 days after receipt Consideration"), the identity of the Notice, Buyer or its designee shall have transferee and the first right to purchase or obtain other material terms upon which such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the transfer is proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesmade. (ii) Notwithstanding Section 8.1(a)The Company shall have the right, Seller exercisable by written notice given by the Company to the Shareholder within three (3) Business Days (except as such date may be extended as provided below) after receipt of the Transfer Shares: Notice, to purchase (or to cause a Person designated by the Company to purchase) all of the shares of Company Common Stock specified in such Transfer Notice for cash in an amount equivalent to the Transfer Consideration and otherwise upon substantially the same terms and conditions set forth in the Transfer Notice. (iii) If the Company or its assigns exercises the right of first refusal hereunder, the closing of the purchase of the Company Common Stock with respect to which such right has been exercised shall take place on such date as the Company and the Shareholder shall agree, which (A) if the Transfer Consideration is equal to either or both greater than $3.0 million, shall be within 20 days after the Company or its assigns gives notice of Seller's shareholders as of the date hereof (a "Shareholder"), such exercise and (B) if the Transfer Consideration is less than $3.0 million, shall be within 10 days after the Company or its assigns gives notice of such exercise, which period of time shall, in each case, be extended, as necessary, in order to a Shareholder's spousecomply with applicable securities and other applicable laws and regulations. Upon exercise of its right of first refusal, childthe Company or its assigns and the Shareholder shall be legally obligated to consummate the purchase contemplated thereby and shall use their reasonable best efforts to secure any approvals required in connection therewith. (iv) If neither the Company nor its assigns exercise the right of first refusal under this Section 4 with respect to proposed transfers of Company Common Stock within the three (3) Business Day time period specified for such exercise, grandchild, ----------- parent, brother, or sister the Shareholder shall be free ("Immediate Family"without regard to the provisions of Section 5), or during the period of 45 days following the expiration of such time for exercise, to a trust established for ------------------ sell the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) Company Common Stock on terms no less favorable to the estate of any of Shareholder than those presented to the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Company in the Transfer Notice at a price not less than 10 nor more than 90 days the Transfer Consideration. If the Shareholder does not consummate such a sale within such 45-day period, it shall be required to comply with this Section 4 or, if applicable, Section 5 prior to the Transfer and that the proposed transferee agrees making, or offering to be bound by the terms and provisions make, any sale, transfer or other disposition of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesCompany Common Stock.

Right of First Refusal. (ia) If, prior following the one year anniversary of the date hereof, a Seller (such Seller, an “Offering Stockholder”) receives a bona fide offer (the “Offer”) from any unaffiliated third party (a “Third Party Purchaser”) to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) purchase any or all of the Seller Shares standing in Seller'sowned by such Seller (the “Offered Shares”) and the Offering Stockholder desires to Transfer the Offered Shares to the Third Party Purchaser pursuant to such Offer, Seller shall then the Offering Stockholder must first offer such make an offering of the Offered Shares to the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address provisions of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Sharesthis Section 2.03. (Bb) Within 60 The Offering Stockholder shall, within five business days after receipt of the Offer from the Third Party Purchaser, give written notice (the “Offering Stockholder Notice”) to the Company stating that it has received a bona fide offer from a Third Party Purchaser and specifying: (i) the number of Offered Shares proposed to be Transferred by the Offering Stockholder; (ii) the identity of the Third Party Purchaser; (iii) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and (iv) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 days from the date of the Offering Stockholder Notice. The Offering Stockholder Notice shall constitute the Offering Stockholder's offer to Transfer the Offered Shares to the Company, which offer shall be irrevocable for the ROFR Notice Period (as hereinafter defined). (c) Upon receipt of the Offering Stockholder Notice, Buyer the Company shall have thirty days (the “ROFR Notice Period”) to elect, in its sole discretion, to purchase all, but not less than all, of the Offered Shares on the terms specified in the Offering Stockholder Notice (subject to the right of the Company pursuant to Section 2.03(e) below to pay the purchase price solely in cash), by delivering a written notice of such election (a “ROFR Notice”) to the Offering Stockholder. Any ROFR Notice shall be binding upon delivery and irrevocable by the Company. (d) If the Company elects to purchase all, but not less than all, of the Offered Shares pursuant to this Section 2.03, the Company and the Offering Stockholder shall take all actions as may be reasonably necessary to consummate the purchase and sale of such Offered Shares, including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or its designee appropriate, and making all payments in connection therewith, within 30 days after delivery of the ROFR Notice (or if such 30 day period expires during a period in which “insiders” of the Company are prohibited from purchasing or selling securities of the Company and such prohibition applies to the exercise of the Company’s rights hereunder, within 10 days following the expiration of such restricted period). Notwithstanding anything to the contrary contained herein, if all or any portion of the consideration proposed to be paid by the Third Party Purchaser for the Offered Shares as set forth in the Offering Stockholder Notice is other than cash, the Company shall have the first right to purchase or obtain such Shares, upon option exercisable in its sole discretion by specifying the price and terms of payment designated same in the Notice. If the ROFR Notice provides for the payment of non-cash consideration, Buyer at its option may to pay the consideration purchase price solely in cash equal to Buyer's good faith estimate of cash, in which case the present fair market value of the proposed non-cash consideration offeredshall be determined in good faith by the disinterested members of the Company Board. All cash payments shall be paid by certified check or by wire transfer of immediately available funds to an account designated in writing by the Offering Stockholder to the Company. (Ce) If Buyer or its designee elects the Company does not elect in an ROFR Notice delivered during the ROFR Notice Period to purchase or obtain all, but not less than all, of the Offered Shares, (i) the Company shall be deemed to have waived their rights to purchase the Offered Shares under this Section 2.03, and (ii) the Offering Stockholder may, during the 60-day period immediately following the expiration of the ROFR Notice Period and subject to Section 2.03(g), Transfer to the Third Party Purchaser all but not less than all of the Offered Shares designated on terms and conditions no more favorable to the Third Party Purchaser than those set forth in the Offering Stockholder Notice, then Seller may . If the Offering Stockholder does not Transfer the Offered Shares referred within such period, the rights provided under this Section 2.03 shall be deemed to in be revived and the Notice Offered Shares shall not be Transferred to the proposed transfereeThird Party Purchaser or otherwise pursuant to this Section 2.03 unless the Offering Stockholder sends a new Offering Stockholder Notice in accordance with, providing such and otherwise complies with, this Section 2.03. (f) Notwithstanding anything to the contrary contained herein, it shall be a condition to any Transfer (1) is completed within 30 days after of Offered Shares pursuant to this Section 2.03 that the expiration of Buyer's right Third Party Purchaser to purchase whom or obtain such Shareswhich the Offered Shares are Transferred agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A, (2i) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by this Agreement as a Seller with respect to all of the terms Offered Shares Transferred to such Third Party Purchaser, and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: (A) to either or both of Seller's shareholders as that all of the date hereof (a "Shareholder"), (B) Offered Shares Transferred to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or such Third Party Purchaser remain subject to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon all of the receipt of such terms, conditions and restrictions hereof as Seller Shares.

Right of First Refusal. (ia) IfExcept as otherwise permitted by the terms of this Section 6.11, TGR shall not, or shall not attempt to, whether pursuant to his statutory right or otherwise, Transfer any of the Shares held by him except with the prior to an initial public offering written consent of Buyer's securities or a merger or sale the Purchaser. Any Transfer of Buyer, Seller proposes Shares attempted in violation of this Section 6.11 shall be null and void and shall not be binding upon the Company. (b) If TGR desires to Transfer (or is required by operation of law or other involuntary transfer) any or all of the Shares standing then owned by him and not placed in Seller'sescrow pursuant to the Escrow Agreement to, Seller shall first and receives a bona fide offer to Transfer all such Shares from, any Person (in either such case, an "Offer") and TGR desires to Transfer such Shares to such Person in accordance with such Offer, TGR shall, prior to the completion of any such Transfer, give written notice to the Purchaser offering such Shares to the Company Purchaser, specifying the Offer and the price to be paid for such Shares pursuant to such Offer (which price shall be a stated amount payable solely in accordance with cash at the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer time of such SharesTransfer), (2) the name and address of such Person, any agreements or documents executed and delivered relating to the proposed transfereeOffer and any additional information reasonably required by the Purchaser. The Purchaser shall have, for a period of sixty (360) calendar days after receipt of any such notice (an "Option Period"), an irrevocable option to purchase all the number Shares offered to such Person at the price specified in such notice. In the event the Purchaser desires to exercise any such option, the provisions of Shares to be transferred, and this Section 6.11 (4d) shall apply for the purchase price per Share and terms Transfer of payment for which Seller proposes to Transfer such the Shares. (Bc) Within 60 If the Purchaser fails to exercise the option under Section 6.11(b) or if the Purchaser notifies TGR that it has decided not to exercise such option, but has otherwise given its written consent to such Transfer, then TGR shall be free to Transfer all such Shares at any time within sixty (60) calendar days after following the earlier of the expiration of the Option Period or receipt of the Noticenotice of the Purchaser that it has decided not to exercise such option but has otherwise consented in writing to such Transfer; provided, Buyer however, that (i) such Shares shall be Transferred only to the Person to whom the Shares were offered or its designee shall have the first right Person who offered to purchase or obtain such Sharesthe Shares under Section 6.11(b), upon as the case may be, and for the price (to be paid in cash) specified in TGR's notice to the Purchaser and (ii) immediately upon and as a condition of the effectiveness of such Transfer, such Person shall assume and agree, by an instrument in form and substance satisfactory to the Purchaser, to carry out all the obligations of TGR in accordance with the terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offeredthis Section 6.11. (Ci) If Buyer or its designee elects not The rights (as the case may be) of the Purchaser to purchase Shares under Section 6.11(b) may be exercised by the Purchaser and/or its nominee (whether resident in India or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice outside India) to the proposed transferee, providing such Transfer (1) is completed within 30 days after the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound fullest extent permitted by the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Sharesapplicable law. (ii) Notwithstanding The parties shall cooperate fully in order to consummate any Transfer undertaken in accordance with the terms of this Section 8.1(a), Seller may Transfer Shares: (A) 6.11 and such cooperation shall include the use of best efforts to either or both of Seller's shareholders as obtain any approvals of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, Governmental Authorities or sister ("Immediate Family"), or to a trust established other Persons that may be required for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer completion of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesTransfer.

Right of First Refusal. (ia) If, prior to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller If the Participant proposes to Transfer (sell, assign, transfer, pledge, hypothecate or is required otherwise dispose of, by operation of law or other involuntary otherwise (collectively, "transfer") any or all Shares acquired upon exercise of this option, then the Participant shall first give written notice of the Shares standing in Seller's, Seller shall first offer such Shares to proposed transfer (the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Transfer Notice") to ------ Buyer stating (1) Seller's bona fide intention to the Company. The Transfer such Shares, (2) the Notice shall name and address of the proposed transferee, (3) transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer. (b) For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares, duly endorsed in blank by (c) At and after the time at which the Offered Shares are required to be transferreddelivered to the Company for transfer to the Company pursuant to subsection (b) above, and (4) the purchase price per Share and terms Company shall not pay any dividend to the Participant on account of payment for which Seller proposes such Shares or permit the Participant to Transfer exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares. (Bd) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal Company does not elect to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice to the proposed transferee, providing provided that such Transfer (1) is completed within 30 days after transfer shall not be on terms and conditions more favorable to the expiration of Buyer's right to purchase or obtain such Shares, (2) is made at the price and terms designated transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 4, shall remain subject to the right of first refusal set forth in this Section 4 and (3) such transferee shall, as a condition to such transfer, deliver to the proposed Company a written instrument confirming that such transferee agrees to shall be bound by all of the terms and conditions of this Section 4. (e) The following transactions shall be exempt from the provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares4: (Ai) any transfer of Shares to either or both for the benefit of Seller's shareholders as any spouse, child or grandchild of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family")Participant, or to a trust established for ------------------ their benefit; (ii) any transfer pursuant to an effective registration statement filed by the benefit Company under the Securities Act of 1933, as amended (the "Securities Act"); and (iii) any transfer of the Shares pursuant to the sale of all or substantially all of the business of the Company; provided, however, that in the case of a member transfer pursuant to clause (li) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4. (f) The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or members more persons or entities. (g) The provisions of a Shareholder's Immediate Familythis Section 4 shall terminate upon the earlier of the following events: (1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or (2) the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets otherwise. (Ch) The Company shall not be required (a) to an Affiliate transfer on its books any of the Shares which shall have been sold or (D) to the estate transferred in violation of any of the foregoing by giftprovisions set forth in this Section 4, will or intestate succession; provided that Seller notifies Buyer (b) to treat as owner of such Transfer not less than 10 nor more than 90 days prior Shares or to the Transfer and that the proposed pay dividend to any transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of whom any such SharesShares shall have been so sold or transferred.

Right of First Refusal. At any time after the tenth anniversary of the Closing Date, if a Stockholder (iother than ▇▇▇▇▇) If, prior receives a bona fide third party offer to an initial public offering of Buyer's securities or a merger or sale of Buyer, Seller proposes to Transfer (or is required by operation of law or other involuntary transfer) acquire any or all of the Shares standing in Seller'ssuch Stockholder’s shares of Common Stock or any interest therein (other than a bona fide pledge), Seller shall first which offer such Shares Stockholder wishes to accept, such Stockholder shall promptly notify ▇▇▇▇▇ in writing of such offer (the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "“Beta Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares”), (2) setting forth the name and address of the proposed transfereeprospective purchaser, the price or method of determining such price (3) the number of Shares to be transferred“Beta Price”), and the material terms and conditions of such proposed Sale. ▇▇▇▇▇ shall have a period of up to 30 days (4the “Beta Option Period”) after the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have Beta Notice within which to notify such Stockholder in writing that he wishes to acquire all (but not less than all) of such shares of Common Stock at a price equal to the first right to purchase or obtain such Shares, Beta Price and upon the price same terms and terms of payment designated conditions set forth in the Beta Notice. If ▇▇▇▇▇ gives such written notice within the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not to purchase or obtain all of the Shares designated in the NoticeBeta Option Period, then Seller may Transfer the Shares referred he shall have up to in the Notice to the proposed transferee, providing such Transfer (1) is completed within 30 an additional 120 days after he gives such notice to do all the expiration things necessary to consummate the transaction, including receiving consents and entering into agreements. If ▇▇▇▇▇ receives such consents and enters into such agreements as are necessary to consummate the transactions, then such Stockholder shall be obligated to Sell to ▇▇▇▇▇, and ▇▇▇▇▇ shall be obligated to acquire from such Stockholder, such shares of Buyer's right to purchase or obtain such Shares, (2) is made Common Stock at the price and terms designated in the Notice, and (3) the proposed transferee agrees to be bound by on the terms and provisions of this Article VIII and to become a party to an agreement containing such provisions immediately upon receipt of such Sharesconditions set forth in the Beta Notice. If ▇▇▇▇▇ does not give such Shares notice to such Stockholder within such Beta Option Period or if, having given such notice, ▇▇▇▇▇ shall fail to consummate such transaction with the 120-day period provided above, then, subject to Sections 4.1, 4.2 and 4.4, such Stockholder shall be free to Sell such shares of Common Stock to the party named in its notice provided that such Sale is consummated within 120 days after the Beta Sale Reference Date at a price equal to or greater than the Beta Price and upon substantially the same terms and conditions (other than the price, which may be higher than the Beta Price) as are not so transferred, Seller must give notice set forth in accordance with the Beta Notice. ▇▇▇▇▇ shall be entitled from time to time to assign his rights under this paragraph prior Section 4.6 to any other of his Affiliates. The “Beta Sale Reference Date” means (i) the date on which the Beta Option Period expires or subsequent Transfer of such Shares. (ii) Notwithstanding if ▇▇▇▇▇ shall have given the requisite written notice during the Beta Option Period but shall have failed to consummate such transaction within the 120-day period provided above, the date on which such 120-day period shall end; provided, that if during such 120-day period ▇▇▇▇▇ shall have notified such Stockholder in writing that ▇▇▇▇▇ will not consummate such transaction and that ▇▇▇▇▇ waives his rights under this Section 8.1(a)4.6 with respect to that particular Beta Notice, Seller then the Beta Sale Reference Date shall be the date of such notice from ▇▇▇▇▇. To the extent ▇▇▇▇▇ agrees to buy shares of Common Stock from a Stockholder under this Section 4.6 and fails to consummate such transaction in breach of his obligations under such agreement, the foregoing shall not preclude such Stockholder from seeking from ▇▇▇▇▇ money damages and suitable relief to which he may Transfer Shares: (A) to either or both be entitled as a result of Seller's shareholders as ▇▇▇▇▇’▇ breach. This Section 4.6 shall terminate when ▇▇▇▇▇ and his Affiliates collectively no longer own at least 50% of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit outstanding shares of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) to the estate of any of the foregoing by gift, will or intestate succession; provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesCommon Stock.

Right of First Refusal. (ia) IfThe PBGC shall not sell any shares of Common Stock to any person or persons that is not a party to this Agreement (the "Transferee") without first offering all such shares of Common Stock to the Company for purchase at the same price and on the same terms and subject to the same conditions as the proposed transfer to the Transferee; provided, prior however, that any general distribution of shares of Common Stock by the PBGC made pursuant to an initial public offering effective registration statement filed with the SEC pursuant to the Securities Act shall not be subject to the provisions of Buyer's securities or this Section 4.6. (b) Prior to consummating any transfer that is subject to Section 4.6(a) above, the PBGC shall first notify the Company and shall offer to transfer to the Company the number of shares of Common Stock proposed to be transferred to the Transferee upon terms no less favorable than the PBGC has received in a merger or sale bona fide offer for such shares of BuyerCommon Stock from the Transferee. The Company shall have the right to purchase all, Seller proposes but not less than all, of the shares of Common Stock offered pursuant to Transfer such notice. (or c) Upon receipt of the written notice provided for in Section 4.6(b), the Company shall have the option, for a period of 20 Business Days following the date said notice is required by operation received, to purchase all, but not less than all, of law or other involuntary transfer) any or the shares of Common Stock specified in such notice. In the event that the Company shall fail to exercise such option and purchase all of the Shares standing in Seller'sshares of Common Stock being offered within such 20 Business Day period, Seller then the PBGC shall first offer have the right, after the termination of such Shares to 20 Business Day period (or after waiver by the Company in accordance with the following provisions: (A) Seller shall deliver a written notice (a "Notice") to ------ Buyer stating (1) Seller's bona fide intention to Transfer such Shares, (2) the name and address writing of the proposed transferee, (3) the number of Shares to be transferred, and (4) the purchase price per Share and terms of payment for which Seller proposes to Transfer such Shares. (B) Within 60 days after receipt of the Notice, Buyer or its designee shall have the first right to purchase or obtain such Shares, upon the price and terms of payment designated in the Notice. If the Notice provides for the payment of non-cash consideration, Buyer at its option may pay the consideration in cash equal to Buyer's good faith estimate of the present fair market value of the non-cash consideration offered. (C) If Buyer or its designee elects not purchase), to purchase or obtain all of the Shares designated in the Notice, then Seller may Transfer the Shares referred to in the Notice transfer to the proposed transfereeTransferee, providing such Transfer (1) is completed within for a period of 30 days Business Days after the expiration of Buyer's the time period during which the Company may exercise its right of first refusal, the shares of Common Stock that were the subject of the option, but only in the manner and on the terms and conditions as set forth in the written notice given by the PBGC or on other terms no more favorable to the Transferee. In no event shall the PBGC be required to transfer any shares of Common Stock to the Company pursuant to this right of first refusal unless the Company purchases all of the shares of Common Stock specified in the written notice on the terms and conditions stated therein and within the time periods specified herein. (d) If the PBGC, after complying with the provisions of this Section 4.6, sells all, but not less than all, of the shares of Common Stock then owned by it to a single Transferee in a single transaction or a series of related transactions, then in such an event the PBGC shall have the right to purchase or obtain assign to such Shares, (2) is made at Transferee its right to designate directors pursuant to Section 4.5 hereof and its other rights under this Agreement as long as such Transferee executes and delivers a written agreement in substantially the price and terms designated in the Notice, and (3) the proposed transferee agrees form of this Agreement agreeing to be bound by the terms liabilities, obligations and provisions of this Article VIII restrictions undertaken by the PBGC hereunder as though such Transferee was an initial signatory hereof; provided, however, that (i) such Transferee shall have no right to assign any right to designate directors or any right granted to the PBGC hereunder and to become a party to an agreement containing such provisions immediately upon receipt of such Shares. If such Shares are not so transferred, Seller must give notice in accordance with this paragraph prior to any other or subsequent Transfer of such Shares. (ii) Notwithstanding Section 8.1(a), Seller may Transfer Shares: neither the Transferee (Anor any transferee or assignee of such Transferee) to either or both of Seller's shareholders as of the date hereof (a "Shareholder"), (B) to a Shareholder's spouse, child, grandchild, ----------- parent, brother, or sister ("Immediate Family"), or to a trust established for ------------------ the benefit of a member or members of a Shareholder's Immediate Family, (C) to an Affiliate or (D) shall be subject to the estate right of any of the foregoing by gift, will or intestate succession; first refusal provided that Seller notifies Buyer of such Transfer not less than 10 nor more than 90 days prior to the Transfer and that the proposed transferee agrees to be bound by the terms and provisions of in this Agreement and to become a party to this Agreement immediately upon the receipt of such SharesSection 4.6.