Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,

Rights of First Refusal. Before any shares of Stock registered in ----------------------- the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 4.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the a right and option of first refusal to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) such shares for the same consideration price and on the same terms and conditions as offered to such prospective purchaser, in accordance with the Transfer Offer or procedures set forth below (ii) if the Transfer Offer includes any consideration "Rights of First Refusal"). If the proposed price per share is to be other than in cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the then an equivalent all cash price, value shall be determined in good faith by a majority the Board of Directors of the members Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall be determined by the mutual agreement of Purchaser and the Company or, if no agreement can be reached, the price shall be the fair market value of such shares, as determined in good faith by the Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and other terms and conditions of the offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. If the option referred Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 4 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the preceding sentence is exercisednotice to the Company, on or prior to the 60th day terms and conditions specified in such notice; provided, however, that the sale must be consummated within three (3) months after the date of receipt by the Company, Vestar notice and Sheridan that all shares sold or transferred shall remain subject to the provisions and restrictions of this Agreement and shall carry a legend to that effect. If the Rights of First Refusal under this Section 4 are not exercised but Purchaser fails to consummate such sale on the same terms and conditions as set forth in the notice to the Company within three (3) months after the date of the Transfer Notice the Companynotice, Vestar, Sheridan or any other designated Affiliates, as applicable, then such Rights of First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. ([a) Each Management Investor and their Permitted Transferees agree that if, prior ] If a Member proposes to Transfer all or part of its Ownership Interests to a Qualified Public OfferingThird Party or Parties after December 31, such Management Investor or any of its Permitted Transferees receives a bona fide offer 1999 (a "Transfer Offer") except pursuant to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelySection 11.3), the "Management Investor's Member desiring to make the Transfer Group") from any Person (for purposes of this Section 11.5 only, the "Offeror") which any member shall first make a written offer (for purposes of the Management Investor's Transfer Group wishes to accept (this Section 11.5 only, the "Management Investor OffereeOffer")) to sell such Ownership Interest to the Members included in the other Member Group (for purposes of this Section 11.5 only, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer NoticeOfferees") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on the same terms and conditions as on which the Offeror proposes to Transfer the Ownership Interest to the Third Party or Parties. Such offer shall state the price and the other terms and conditions contained in, of the proposed Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify offer from the proposed Transferee. The price as so determined or stated in the Offeror's notice shall be, for purposes of this Section 11.5 only, the Transfer Securities"Offer Price." The Offeror, for so long as the price contained Offer shall remain outstanding, shall not request, nor shall the Company be obligated to make, a distribution of Shares in the Transfer Offer and the other material terms and conditions an amount in excess of the Transfer Offer). At any time within 30 days after the date number of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Pro Rata Shares that such Offeror shall have the right and option to receive in respect of the Ownership Interest, if any, to be retained by such Offeror after giving effect to such proposed Transfer. [b] The Offerees shall have the right for a period of 30 days after receipt of the Offer to elect to purchase all (all, but not less than all) , of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, Ownership Interest offered at the sole option Offer Price by giving written notice of acceptance to the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsOfferor within that period. If the option referred Offerees do not elect to in purchase all the preceding sentence is exercisedOwnership Interest offered, on or prior the Offeror may Transfer the offered Ownership Interest pursuant to the 60th day terms disclosed under Section 11.5[a]. If the offered Ownership Interest is not Transferred within 90 days after the date of receipt by the CompanyOfferees' option period expires, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, a new offer shall execute and deliver be made to the Management Investor Offeree a written agreement in the form included in the Offerees before any such Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,is made.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifExcept with respect to Transfers permitted pursuant to Section 5.2, prior if a Stockholder wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that ------- such Offeror first offers to sell such shares of Voting Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), ) at the Management Investor same price and the same terms and ------- conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Offer ----- Notice") of stating in reasonable detail such Transfer Offer to the Company, Vestar price or other consideration and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same ------ such terms and conditions as and identifying the terms Person and conditions contained inall Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. ([a) Each Management Investor and their Permitted Transferees agree that if, prior ] If a Member proposes to Transfer all or part of its Ownership Interests to a Qualified Public Offering, such Management Investor Third Party or any of its Permitted Transferees receives a bona fide offer Parties (a "Transfer Offer") except pursuant to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelySection 11.3), the "Management Investor's Member desiring to make the Transfer Group") from any Person (for purposes of this Section 11.4 only, the "Offeror") which any member shall prior to the entry into of an agreement for the Management Investor's Transfer Group wishes transfer of shares (except for an agreement conditional upon the non-transferring party not exercising its right to accept purchase such shares under this Section 11.4) first make a written offer (for purposes of this Section 11.4 only, the "Management Investor OffereeOffer")) to sell such Ownership Interest to the Members included in the other Member Group (for purposes of this Section 11.4 only, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer NoticeOfferees") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on the same or materially similar terms and conditions as on which the Offeror proposes to Transfer the Ownership Interest to the Third Party or Parties. Such offer shall state the price and the other terms and conditions contained in, of the proposed Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify offer from the proposed Transferee. The price as so determined or stated in the Offeror's notice shall be, for purposes of this Section 11.4 only, the Transfer Securities"Offer Price." The Offeror, for so long as the price contained Offer shall remain outstanding, shall not request, nor shall the Company be obligated to make, a distribution of Shares in the Transfer Offer and the other material terms and conditions an amount in excess of the Transfer Offer). At any time within 30 days after the date number of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Pro Rata Shares that such Offeror shall have the right and option to receive in respect of the Ownership Interest, if any, to be retained by such Offeror after giving effect to such proposed Transfer. [b] The Offerees shall have the right for a period of 30 days after receipt of the Offer to elect to purchase all (all, but not less than all) , of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, Ownership Interest offered at the sole option Offer Price by giving written notice of acceptance to the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsOfferor within that period. If the option referred Offerees do not elect to in purchase all the preceding sentence is exercisedOwnership Interest offered, on or prior the Offeror may Transfer the offered Ownership Interest pursuant to the 60th day terms disclosed under Section 11.4[a]. If the offered Ownership Interest is not Transferred within 90 days after the date of receipt by the CompanyOfferees' option period expires, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, a new offer shall execute and deliver be made to the Management Investor Offeree a written agreement in the form included in the Offerees before any such Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,is made.

Rights of First Refusal. Subject to the restrictions on Transfers contained in Section 6.01 above, if a Member (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a the "Transfer OfferTransferring Member") wishes to purchase Transfer during the term of this Agreement any or all Securities of its Interests in the Company (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeInterests"), the Management Investor Offeree Transferring Member shall cause the Transfer Offer to be reduced to writing and shall provide first give a written notice (the "Transfer Notice") of such Transfer Offer to the CompanyCompany and to the other Members specifying the wish to transfer the Transfer Interests, Vestar the price per Unit at which it wishes to transfer to the proposed transferee (the "Transfer Price"), the name and Sheridan. The Transfer Notice shall also contain address of the proposed transferee, and containing an irrevocable offer (open to acceptance for a period of 60 days after the date such Transfer Notice is received by the Company) to sell the Transfer Securities Interests to the Company and/or the other Members at the Transfer Price per Unit. The Company (or its one designee) and the other Members together shall have the right to purchase all, but not less than all, of the Transfer Interests at the Transfer Price per Unit, by giving the Transferring Member written notice of the determination to purchase such Interests, within [**] days of the Company's receipt of such Transfer Notice. The Company shall have the first right to purchase all or a portion of such Transfer Interests. The Members other than the Transferring Member shall have the right (upon notice to the Company) to purchase their pro rata portion of any remaining Transfer Interests that the Company does not propose to purchase. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. If a Member elects not to purchase any remaining Transfer Interests, Vestar and Sheridan the other Members (in other than the manner set forth belowTransferring Member) at a price equal shall have the pro rata right (upon notice to the price contained in, and upon Company) to purchase such Interests. The closing of the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy purchase of the Transfer Offer (which Interests and payment for such Interests to the Transferring Member pursuant to this Section 6.03 shall identify take place at such location as the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time Transferring Member shall designate within 30 days after the date Transferring Member's receipt of the receipt determination to purchase such Interests. Payment for such Interests shall be made by the Company, Vestar and Sheridan of check or by wire transfer against duly endorsed certificates representing the Transfer Notice, Interests to be purchased. The Transfer Interests shall be delivered free and subject to Section 3.8(c), the Company, Vestar and Sheridan or any clear of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration encumbrances other than cash, thenthose imposed by this Agreement. If, at the sole option end of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt Transfer Notice is received by the Company, Vestar and Sheridan (i) a notice of acceptance of the offer contained in such Transfer Notice has not been received by the Transferring Member, or (ii) a notice of acceptance covering less than all of the Transfer Notice Interests has been received by the CompanyTransferring Member, Vestar, Sheridan or any other designated Affiliates, as applicable, then the Transferring Member shall execute and deliver have 90 days in which to transfer to the Management Investor Offeree a written agreement in the form included proposed transferee set forth in the Transfer Offer, including representations, warranties, covenants and indemnities, if Notice any or all of the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering Interests at a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing price not lower than the Transfer Securities so purchasedPrice per Unit and on terms no more favorable to such transferee than those contained in the Transfer Notice; provided, appropriately endorsed by however, that such Transfer shall become effective and such transferee shall become a Member upon the Management Investor Offereesatisfaction of all the conditions set forth in Section 6.05 (a). If at the end of such 30-90 day period,, the Transferring Member has not completed the transfer of all of the Transfer Interests, the Transferring Member shall no longer be permitted to Transfer such Interests pursuant to this Section 6.03 without again complying with this Section in its entirety. The Transferring Member shall remain liable to the Company as provided in the Act, regardless of whether such transferee becomes a Member.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior (A) If a party intends to a Qualified Public Offering, such Management Investor or any voluntarily dispose of its Permitted Transferees Class B shares; or (B) if a Party (the “Selling Shareholder”) receives a bona fide offer from a third-party (a "Transfer Offer"the “Prospective Purchaser”) to purchase any acquire all or all Securities a part of the Selling Shareholder’s Class B Shares (the "Transfer Securities"“Offered Shares”); or (C) then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, if the "Management Investor's Transfer Group") from any Person Selling Shareholder and the Prospective Purchaser have already entered into an agreement relating to the sale and transfer of the Offered Shares (the "Offeror"“Sale Agreement”, which, however, must include a condition precedent to the effect that such sale and transfer may only be consummated if the Selling Shareholder is permitted to sell the Offered Shares under this Agreement, in particular that the Offered Shares are converted into Class A Shares prior to such sale and transfer); or (D) which any member if an Individual Sunset Event occurs, affecting the Selling Shareholder, then the Selling Shareholder shall give notice thereof (the “ROFR Notice”) to the other Members of the Management Investor's Transfer Group wishes to accept Extended Founder Team (the "Management Investor Offeree"“Notified Shareholders”) as well as to the Co-Chairmen. In case of an Individual Sunset Event according to Art. 7.3(b) and 7.3(c), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer ROFR Notice shall also contain an irrevocable offer to sell be given by the Transfer Securities to legal successors of the CompanySelling Shareholder or its legal representative. Such ROFR Notice shall (i) state the name and address of the Prospective Purchaser, Vestar and Sheridan (in the manner set forth belowii) at a price equal to include the price contained in, and upon the same other main terms and conditions for the Offered Shares as offered by the terms and conditions contained inProspective Purchaser (the “Offer Terms”). In case of a voluntary disposal of Class B Shares or an Individual Sunset Event, the Transfer Offer and Selling Shareholder may at its own discretion choose, whether the compensation for the Offered Shares shall consists (i) in Class A Shares, whereby the conversion shall be accompanied by effectuated through a true and complete copy 1:10 exchange against Class B Shares (1 Class A Share = 10 Class B Shares), or (ii) in a cash payment based on the stock market price of the Transfer Offer Class A Shares (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after exchange rate on the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(cROFR), the Company, Vestar and Sheridan or any (iii) in a combination of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,).

Rights of First Refusal. If a Member has received the prior written ----------------------- consent of the Manager (a) Each Management Investor and their Permitted Transferees agree that ifor, in the case of HPC if HPC is then the Manager, holders of a majority of the Profit Percentage Interests excluding those held by HPC), to a proposed Transfer in accordance with Section 7.1, prior to a Qualified Public Offering, such Management Investor seeking to sell all or any portion of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Membership Interest (the "Transfer SecuritiesTransferable Interest"), (i) then owned each Member other than HPC shall first offer HPC and, as long as HPC is the Manager, the other Members and (ii), HPC subject to the requirements of the Purchase Agreement regarding the rights of CEI in connection with Transfers by such Management Investor or such Management Investor's Permitted Transferees HPC, shall offer to the other Members (collectivelyin each case, collectively with HPC, the "Management Investor's Transfer GroupOfferees") from any Person the right to purchase the Transferable Interest (or in the "Offeror") which any member case of HPC, if CEI had the right pursuant to the Purchase Agreement to exercise a right of first refusal and did so, the remainder, if any, of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice"Transferable Interest following such exercise) of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer selling Member intends to sell such interest, or on the same terms and conditions as the offer received from a prospective purchaser, as the case may be (herein, the "First Opportunity Offer"). The First Opportunity Offer, once made, shall constitute an irrevocable binding offer by the selling Member to sell the Transferable Interest to the Offerees, who shall have thirty (30) days after receipt of the First Opportunity Offer within which to accept same in writing. If any of the Offerees timely accepts the First Opportunity Offer, the selling Member shall sell the Transferable Interest to such accepting Offerees on a pro rata basis in accordance with their Profit Percentage Interests (or if only one Offeree accepts in a timely manner, such Offeree may purchase the entire Transferable Interest), on the same terms and conditions as the First Opportunity Offer; provided, however, that such sale shall be consummated within -------- ninety (90) days of the Offerees' acceptance of the First Opportunity Offer. If the Offerees fail to timely accept the First Opportunity Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option do not agree to purchase all of the CompanyTransferable Interest, Vestarthe selling Member (other then HPC, Sheridan, if it has previously made such offer to CEI) shall offer the still available portion of the Transferable Interest to CEI in accordance with the terms and conditions of the Purchase Agreement. If CEI agrees to purchase (x) all of the still available portion of the Transferable Interest of DeBartelo or any of their designated AffiliatesChu, as applicable, at the equivalent or (y) all cash price, determined in good faith by a majority or any portion of the members Transferable Interest of HPC, the sale of the Company's Board of DirectorsTransferable Interest to CEI and the accepting Offerees, if any, shall be consummated in accordance with the Purchase Agreement. If the option referred accepting Offerees, if any, and CEI together do not agree to in purchase the preceding sentence is exercisedentire Transferable Interest, on or prior then the selling Member shall be free to sell the Transferable Interest to any third party, subject to the 60th day after the date terms of receipt by the Company, Vestar this Agreement and Sheridan of the Transfer Notice Purchase Agreement. Each of the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute Members acknowledges receipt of a copy of the Purchase Agreement and deliver hereby agrees to be bound by all the Management Investor Offeree a written agreement in the form included in the Transfer Offerprovisions thereof, including representations, warranties, covenants and indemnities, if without limitation (i) the Transfer Offer included such written agreementgrant to CEI by each of them of a right of first refusal with respect to Transfers of their respective Membership Interests herein, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferringii) the appropriate amount and shall deliver provisions regarding the relevant non-cash consideration to price below which Membership Interests may not be sold, all as set forth in Section 10.2 of the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Purchase Agreement.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Section 3.2, if, prior on or after October 31, 1999, a Stockholder desires to Transfer any shares of Common Stock to any other Person (other than a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that such Offeror first offers to sell such shares of Common Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror Transfers an amount of shares of Common Stock which (together with any Membership Units also being transferred by the Offeror) are equal to or more than ten percent (10%) of the then aggregate outstanding Membership Units, the member of the Special Committee elected by the BN Directors (if BN Holding or its Affiliate is the Offeror) or by the USO Directors (if USO or its Affiliate is the Offeror) shall be deemed to have resigned effective immediately upon such Transfer. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer shares of Common Stock, and the amount of Membership Units, if any, also being sold. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Common Stock and Membership Units offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. (a) Each Management Investor Subject to the terms and their on the conditions specified in this Section 2.2, if at any time the Company, an Other Stockholder (other than the Designated Executives) or a Permitted Transferees agree that if, prior Transferee of an Other Stockholder wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of its Permitted Transferees receives shares of Common Stock (or, in the case of the Company, any shares of capital stock of the Company) ("Shares") owned by it (or, in the case of the Company, that are authorized but unissued) (the "Seller") pursuant to the terms of a bona fide offer (received from a "Transfer Offer") third party, except in the case of the Company, such Seller shall notify the Company in writing of such offer to purchase any or all Securities sell such Shares (the "Transfer SecuritiesOffered Shares") then owned by which shall include a description of the terms and conditions, including price, on which such Management Investor or Seller proposes to sell such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Shares to such third party (the "OfferorPurchase Offer"). The Purchase Offer shall disclose (i) which any member the identity of the Management Investor's Transfer Group wishes to accept proposed purchaser or transferee, (ii) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer Offered Shares proposed to be reduced to writing and shall provide a written notice sold or transferred, (iii) except in the "Transfer Notice") case of such Transfer Offer to the Company, Vestar the total number of Shares owned by the Seller, and Sheridan(iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. The Transfer Notice Purchase Offer shall also contain an irrevocable offer to sell further state that the Transfer Securities to Company may acquire, in accordance with the Companyprovisions of this Section 2.2, Vestar and Sheridan (in all or any portion of the manner set forth below) at a Offered Shares for the same price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer set forth therein. Within thirty (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 30) days after the date receipt of the receipt Purchase Offer, the Company shall give notice to such Seller of its intent to purchase all or any portion of the Offered Shares, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and the Company for the sale and purchase of the Shares covered thereby. In the event that the Company does not elect to purchase all of the Offered Shares during such thirty (30) day period, then (i) the Seller shall give prompt written notice to the Investor Holders and the Designated Executives and (ii) the Seller shall make the Purchase Offer (the "Subsequent Offer") with respect to any Offered Shares not purchased by the Company, Vestar and Sheridan of Company pursuant to the Transfer Notice, and subject to Section 3.8(cprevious sentence (the "Unpurchased Shares"), to the Company, Vestar Investor Holders and Sheridan or any of their designated Affiliates the Designated Executives. Each Investor Holder and Designated Executive shall have the right to purchase the number of Unpurchased Shares as shall be equal to (i) the aggregate number of Unpurchased Shares multiplied by (ii) the Investor Holder's or the Designated Executive's Proportionate Percentage. The amount of shares each Investor Holder and option Designated Executive is entitled to purchase under this Section 2.2 shall be referred to as its "Pro Rata Portion". Within thirty (30) days after receipt of the Subsequent Offer, each Investor Holder and Designated Executive shall give notice to such Seller of its intent to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any portion of their designated Affiliatesits Proportionate Percentage, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Subsequent Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Investor Holder or Designated Executive, as applicable, at for the equivalent all cash price, determined in good faith by a majority sale and purchase of the members Shares covered thereby. In the event that any Investor Holder or Designated Executive does not elect to purchase its Pro Rata Portion (or any portion thereof) during such thirty (30) day period, then the Seller shall give prompt written notice to each Investor Holder and Designated Executive who has elected to purchase its Pro Rata Portion, and such Investor Holder or Designated Executive who so elects shall have the right to purchase, on a pro rata basis with any other Investor Holder or Designated Executive who so elects, such Pro Rata Portion (or any portion thereof) not purchased by any Investor Holder or Designated Executive by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Investor Holder or Designated Executive shall elect to purchase all or part of the CompanyUnpurchased Shares covered by the Subsequent Offer, such Investor Holder or Designated Executive shall individually communicate in writing such election to purchase to the Seller. In the event that the Investor Holders and the Designated Executives do not elect to purchase all of the Unpurchased Shares after the applicable forty (40) day aggregate period, then (i) the Seller shall give prompt written notice to EXCO Investors, LLC and the Institutional Investors and (ii) the Seller shall make the Purchase Offer (the "Follow-On Offer") with respect to any Unpurchased Shares not purchased by the Investor Holders or the Designated Executives pursuant to the provisions of this Section 2.2(a) (the "Available Shares"), to EXCO Investors, LLC and the Institutional Investors. Each Institutional Investor and EXCO Investors, LLC shall have the right to purchase the number of Available Shares as shall be equal to (i) the aggregate number of Available Shares multiplied by (ii) the Institutional Investor's Board or EXCO Investor, LLC's Proportionate Percentage. The amount of Directors. If the option shares each Institutional Investor and EXCO Investors, LLC is entitled to purchase under this Section 2.2 shall be referred to as its "Pro Rata Piece". Within ten (10) days after receipt of the Follow-On Offer, each of the Institutional Investor and EXCO Investors, LLC shall give notice to such Seller of its intent to purchase all or any portion of its Pro Rata Piece, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the preceding sentence is exercisedFollow-On Offer be deemed to constitute a valid, legally binding and enforceable agreement among the Seller, EXCO Investors, LLC and the Institutional Investors for the sale and purchase of the Shares covered thereby. In the event that any Institutional Investor or EXCO Investors, LLC does not elect to purchase its Pro Rata Piece (or any portions thereof) during such ten (10) day period, the Seller shall give prompt written notice to EXCO Investors, LLC and each Institutional Investor who has elected to purchase its Pro Rata Piece, and EXCO Investors, LLC, if applicable, and such Institutional Investor who so elects shall have the right to purchase, on a pro rata basis with any other Institutional Investor and EXCO Investors, LLC, if applicable who so elect, such Pro Rata Piece (or prior any portion thereof) not purchased by any Institutional Investor or EXCO Investors, LLC by giving notice to the 60th day Seller within ten (10) days after receipt of such notice from the date Seller. In the event that an Institutional Investor or EXCO Investors, LLC shall elect to purchase all or part of receipt the Available Shares covered by the CompanyFollow-On Offer, Vestar and Sheridan of the Transfer Notice the Companysuch Institutional Investor or EXCO Investors, Vestar, Sheridan or any other designated Affiliates, as applicable, LLC shall execute and deliver individually communicate in writing such election to purchase to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Seller.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifSo long as Buyer owns, prior to a Qualified Public Offeringlegally or beneficially, such Management Investor any of the Convertible Debentures, the Company shall not raise additional capital from any Person, including any current or former officers or directors of the Company, current or former shareholders and/or investors of the Company, underwriters, brokers, agents or other third parties, by the issuance or sale of any securities of the Company, including shares of any class of Common Stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of its Permitted Transferees receives a bona fide offer Common Stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) (any such additional capital raise hereinafter referred to as a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeFuture Offering"), unless the Management Investor Offeree Company shall cause have first delivered to Buyer, at least twenty (20) days prior to the Transfer Offer to be reduced to writing and shall provide a closing of such Future Offering, written notice describing the proposed Future Offering (the "Transfer NoticeNotice of Offering") of such Transfer Offer to the Company), Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as including the terms and conditions contained inthereof and proposed definitive documentation to be entered into in connection therewith, and providing Buyer an option during the twenty (20) day period following delivery of the Notice of Offering to purchase the securities being offered in the Future Offering, up to an amount determined by Buyer not greater than on a pari passu basis with the other investors in such Future Offering, on the same terms as contemplated by such Future Offering. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the Notice of Offering to Buyer, the Transfer Offer and Company shall be accompanied by deliver a true and complete copy of new notice to Buyer describing the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material amended terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar proposed Future Offering and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Buyer thereafter shall have an option during the right and option twenty (20) day period following delivery of such new notice to purchase all (but the securities being offered, up to an amount determined by Buyer not less greater than all) of on a pari passu basis with the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and other investors in such Future Offering, on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliatescontemplated by such proposed Future Offering, as applicableamended. Notwithstanding anything contained in this Section 7.10 to the contrary, at the equivalent all cash price, determined Buyer's right of first refusal rights on Future Offerings as set forth in good faith by a majority this Section 7.10 shall only be applicable to Future Offerings of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, Five Million Dollars ($5,000,000) or more closing on or prior to the 60th day after the date of receipt by the CompanyJanuary 30, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,2010.

Rights of First Refusal. (a) Each Management Investor Subject to the terms and their on the conditions specified in this Section 2.2, if at any time an Other Stockholder (other than the Designated Executives or the Institutional Holders) or a Permitted Transferees agree that if, prior Transferee of such Other Stockholders wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of its Permitted Transferees receives Shares (the "Seller") pursuant to the terms of a bona fide offer received from a third party, such Seller shall notify the Company and the non-selling Stockholders (a other than the Management Members (as listed on Schedule III of the Cerberus Purchase Agreement but excluding the Designated Executives)) (such notified Stockholders, the "Transfer OfferROFR Offerees") in writing of such offer to purchase any or all Securities sell such Shares (the "Transfer SecuritiesOffered Shares") then owned by which shall include a description of the terms and conditions, including price, on which such Management Investor or Seller proposes to sell such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Shares to such third party (the "OfferorPurchase Offer"). The Purchase Offer shall disclose (i) which any member the identity of the Management Investor's Transfer Group wishes to accept proposed purchaser or transferee, (ii) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer Offered Shares proposed to be reduced to writing sold or transferred, (iii) the total number of Shares owned by the Seller, and shall provide a written notice (iv) the "Transfer Notice") agreed terms, including price of such Transfer Offer the sale or transfer, and any other material facts relating to the Company, Vestar and Sheridansale or transfer. The Transfer Notice Purchase Offer shall also contain an irrevocable offer to sell further state that the Transfer Securities to Company or the CompanyROFR Offerees may acquire, Vestar and Sheridan (in accordance with the manner set forth below) at a price equal to the price contained inprovisions of this Section 2.2, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) Offered Shares for the same consideration price and on upon the same terms and conditions set forth therein. To the extent the Company does not elect to so purchase all of the Offered Shares, each ROFR Offeree shall have the right to purchase at least the number of Offered Shares as shall be equal to (i) the Transfer Offer or aggregate number of Offered Shares multiplied by (ii) if such Stockholder's Proportionate Percentage, considering the Transfer Offer includes any consideration other than cash, then, at ROFR Offerees as a group. The amount of shares each ROFR Offeree is entitled to purchase under this Section 2.2 shall be referred to as its "Pro Rata Portion". Within ten (10) Business Days after the sole option receipt of the CompanyPurchase Offer, Vestar(x) the Company shall give notice to the Seller of its intent to purchase all of the Offered Shares, Sheridanwhich communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, or any when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and the Company for the sale and purchase of their designated Affiliatesthe Shares covered thereby and (y) each ROFR Offeree shall give notice to such Seller of such number of shares is willing to purchase, up to the total amount of Offered Shares, which communication shall be delivered to such Seller pursuant to Section 6.2 below and shall, when taken in conjunction with the Purchase Offer and, provided that the Company does not give notice of its intent to purchase all of the Offered Shares in accordance with clause (x) of this sentence, be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Stockholder, as applicable, at for the equivalent all cash price, determined in good faith by a majority sale and purchase of the members Shares covered thereby unless otherwise provided in the following sentence. In the event that the Company does not give notice of its intent to purchase all of the Company's Board of Directors. If the option referred to Offered Shares in accordance with the preceding sentence is exercisedand the maximum number of shares the ROFR Offerees are willing to purchase is, on in the aggregate, less than the total number of Offered Shares, the Sellers shall be entitled to deliver a Decline Notice pursuant to Section 2.2(d) and sell such Offered Shares in accordance with such subsection. In the event that any ROFR Offeree does not elect to purchase its Pro Rata Portion (or prior any portion thereof) each other ROFR Offeree that has given notice of its intent to purchase shares in excess of its Pro Rata Portion shall be deemed to have elected to purchase some or all of such Pro Rata Portion (or any portion thereof) not purchased by a ROFR Offeree, apportioned among such ROFR Offerees as follows: (i) first to the 60th day after Investor Holders, the date Institutional Holders and the Designated Executives on a pro rata basis up to such number of receipt by shares such Stockholder indicated it was willing to purchase, and (ii) second, to the Company, Vestar and Sheridan extent any portion of the Transfer Notice the Companyunpurchased shares remain unelected, Vestarto EXCO Investors, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver LLC up to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior number of shares such Stockholder indicated it was willing to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,purchase.

Rights of First Refusal. (ai) Each None of the Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor Holders or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees Continuing Holders (collectively, the "Management Investor's NON-LEE XXXDERS"), shall Transfer Group") from any Person Shares except for Permitted Transfers to a Permitted Transferee, or pursuant to the provisions of this Section 2.1(c). If a Non-Lee Xxxxxx xxxposes to Transfer Shares to anyone other than a Permitted Transferee, such Non-Lee Xxxxxx xxxll give notice of such proposed Transfer to the Company and the Lee Xxxders. Such notice (the "OfferorTRANSFER NOTICE") which any member shall state that it is being delivered under this Section 2.1(c) and that such offer is a BONA FIDE offer to purchase such Shares. The Transfer Notice also shall set forth the terms and conditions of such offer, including the name of the Management Investor's Transfer Group wishes to accept prospective purchaser, the proposed purchase price per share of such Shares (the "Management Investor OffereeOFFER PRICE"), the Management Investor Offeree shall cause payment terms (including a description of any proposed non-cash consideration), the Transfer Offer type of disposition and the number of such Shares to be reduced to writing and shall provide a written notice Transferred (the "Transfer NoticeOFFERED SHARES") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Notice shall also contain an irrevocable offer to sell state further (A) that the Transfer Securities to Company and the CompanyLee Xxxders (collectively the "OFFEREES") may acquire, Vestar and Sheridan (in accordance with the manner set forth below) at a price equal to provisions of this Agreement, any of the Offered Shares for the price contained in, and upon the same other terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offerconditions, including representations, warranties, covenants deferred payment and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration (in each case if applicable), set forth therein, (B) that, if all or part of the consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed be paid by the Management Investor Offeree. If at prospective purchaser consists of securities of another entity, the end Offerees may elect to acquire the portion of the Offered Shares to be sold for such securities of another entity by the payment of cash with a comparable value, (C) that the Offerees may not purchase any of such 30-day period,Offered Shares unless collectively the Offerees purchase all of such Offered Shares, and (iv) that if all such Offered Shares are not purchased by the Offerees, the Offerees may exercise their rights provided pursuant to Section 2.4 hereof.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifY2 hereby grants to Logistics the unassignable, prior irrevocable right of first refusal of Y2's intent to a Qualified Public Offeringsell, such Management Investor transfer, or otherwise assign the manufacturing rights of any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase Y2's other filters which are the subject of any issued, pending or all Securities applied for patent by the USPTO (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeSubsequent Rights"), the Management Investor Offeree . Y2 shall cause the Transfer Offer first offer such Subsequent Rights to be reduced to writing and shall provide Logistics by delivery of a written notice (the "Transfer Offer Notice") to Logistics specifying the type of such Transfer Offer rights proposed to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securitiessold or transferred, the price contained in the Transfer Offer to be paid for such shares and the other material terms and conditions of the Transfer Offerproposed sale. Logistics shall have the right to purchase all but not less than all of the Rights specified in the Offer Notice, which right may be exercised only by delivery to Y2 within 10 business days after the Offer Notice shall have been delivered to Y2 of a written notice (the "Acceptance Notice) setting forth its acceptance of Y2's offer. In the event that Logistics does not deliver an Acceptance Notice to Y2 by the close of business on the tenth business day following Y2's delivery of an Offer Notice (the "Last Acceptance Day"). At , Y2 (or Y2's Subsidiaries or Y2 and its affiliates) shall be free to sell or transfer the Subsequent Rights specified in the Offer Notice for a period of 90 days after the Last Acceptance Day to one or more Persons; provided, however, that any time Rights not sold within such 90 day period shall thereafter be offered to Logistics in accordance with this Section 5.2 In the event that Logistics delivers an Acceptance Notice prior to the Last Acceptance Day, the closing of the purchase of Subsequent Rights by Y2 shall take place 30 days after the date of the receipt completion of due diligence by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Logistics.

Rights of First Refusal. If any Shareholder proposes to sell any Shares and Shareholder Claims (ain this Section 9.4 the "Offered Securities") Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public OfferingPerson or group of Persons (other than an Affiliate thereof), such Management Investor or any Shareholder (the "Selling Shareholder") shall give notice (a "Sale Notice") to the Corporation and to each of its Permitted Transferees receives the other Shareholders (collectively, for the purposes of this Section 9.4, the "Subject Shareholders") setting forth the terms of the proposed sale including the number of the Offered Securities and the minimum price, stated in a dollar amount and payable exclusively in cash, at which such securities will be sold (in each case, the "Offer Price"). In the event that the Selling Shareholder shall have received a bona fide offer (in this Section 9.4, a "Transfer Third Party Offer") to purchase any the Offered Securities from a Person or all group of Persons (other than an Affiliate) which the Selling Shareholder wishes to accept, a copy of such offer shall accompany the Sale Notice and if the consideration includes consideration other than cash, a valuation prepared in accordance with the provisions of the last paragraph of this Section 9.4. Upon notice of the proposed sale being given, each of the Subject Shareholders will have the right to purchase up to its ROFR Percentage Interest of the Offered Securities at the applicable Offer Price, by giving notice of acceptance to the Selling Shareholder within 90 days of receipt of the Sale Notice (for the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelypurposes of this Section 9.4, the "Management Investor's Transfer GroupAcceptance Period") from any Person (). Such notice shall set out the "Offeror") which any member number of Offered Securities the Subject Shareholder wishes to purchase. The delivery of a notice of acceptance to the Selling Shareholder shall constitute a binding agreement of purchase and sale between the applicable Subject Shareholder and the Selling Shareholder upon the terms set forth in the Sale Notice in respect of the Management Investor's Transfer Group wishes number of Offered Securities set out in such notice of acceptance, subject to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (allocation among all purchasing Subject Shareholders in the manner set forth below) at a price equal out under this Section 9.4 and subject to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan Selling Shareholder of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option offers to purchase all (all, but not less than all) , of the Transfer Offered Securities. The sale of the Offered Securities covered shall be completed in accordance with the terms set forth in the Sale Notice on a day to be agreed upon by the Transfer Offer either (ipurchasing Subject Shareholder(s) for and the same consideration and on Selling Shareholder but, in no event, more than 45 Business Days after the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option expiry of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsAcceptance Period. If the option Subject Shareholders do not give notice of acceptance prior to expiry of the Acceptance Period which would result in the purchase of all, but not less than all, of the Offered Securities, the Selling Shareholder will have the right to sell the Offered Securities to any Person or Persons until the 120th day after expiry of the Acceptance Period for a price not less than the applicable Offer Price. If the Offered Securities are not sold within the period referred to in the preceding previous sentence of this paragraph, the rights of first offer with respect to the Offered Securities will be revived. Subject to the remaining provisions of this section, each of the Subject Shareholders shall have the right to purchase up to its ROFR Percentage Interest of the Offered Securities, as nearly as may be without division into fractions. If a Subject Shareholder wishes to purchase a number of Offered Securities that is exercisedother than its ROFR Percentage Interest of the Offered Securities, on or it shall, in the notice of acceptance of the Sale Notice, specify the number of Offered Securities that it wishes to purchase. If more than one of the Subject Shareholders wishes to purchase Offered Securities, the Offered Securities shall be allocated to the purchasing Subject Shareholders in accordance with the next paragraph of this section (provided that, for greater certainty, Subject Shareholders have given notice of acceptance prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan expiry of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement Acceptance Period which would result in the form included in aggregate purchase of all of the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Offered Securities).

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, prior to a Qualified Public Offeringat any time on or after ----------------------- the date hereof, such Management Investor any Xxxx Member or any of its their respective Permitted Transferees (an "Offeree") receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities of ------- its Allocated Shares (the "Transfer SecuritiesOffer") then owned by (and, pursuant to such Management Investor or Offer, such Management Investor's Permitted Transferees (collectively----- Stockholder could, without violating the "Management Investor's terms of this Agreement, cause the LLC to Transfer Group"the Shares that are the subject of such Offer) from any Person a Third Party (the "Offeror") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree")accept, the Management Investor such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Parent in writing of its wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to ----------- sell the Transfer Securities such Allocated Shares to the Company, Vestar and Sheridan Parent (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as the terms and conditions contained inof, the Transfer Offer Stock Offer, and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Parent of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Parent shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Parent to purchase, all (but not less than all) of the Transfer Securities Allocated Shares covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicableParent, at the equivalent all cash price, determined in good faith by a majority of nationally recognized independent investment banking firm, and otherwise on the members of same terms and conditions as the Company's Board of DirectorsOffer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day 30th Business Day after the date of receipt by the Company, Vestar and Sheridan Parent of the Transfer Sale Notice the Company, Vestar, Sheridan Parent (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at to the principal office of Sheridan Parent by the LLC of certificates or other instruments representing the Transfer Securities so Allocated Shares being purchased, appropriately endorsed by the Management Investor Offeree. If If, at the end of the aforementioned 30 Business Day period, the Parent (or its designees) has not exercised its option in the manner set forth above, the Offeree may during the succeeding 30 Business Day period sell not less than all of the Allocated Shares covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Parent to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 9.7. Promptly after such 30-day period,sale, the Offeree shall notify the Parent 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 requested by the Parent. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Parent (or its designees) to commit to purchase the aforementioned Allocated Shares, the Offeree has not completed the sale of such Allocated Shares as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Allocated Shares.

Rights of First Refusal. (a) Each Management Investor and their Subject to compliance with the provisions of Section 4.1 hereof, if an Executive, his Permitted Transferees agree that ifTransferee or an affiliate of either of them (each, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer OfferSelling Shareholder") desires to purchase any transfer all or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from some of his Shares to any Person (the "OfferorProposed Transferee") which other than (x) to a Permitted Transferee in accordance with Section 4.2 or (y) pursuant to a foreclosure on Shares subject to a Permitted Encumbrance, such Selling Shareholder shall, prior to consummating any member such Transfer, give written notice (a "Sale Offer") to the Investor, containing (i) the number of the Management Investor's Transfer Group wishes Shares proposed to accept be transferred (the "Management Investor OffereeOffered Shares") pursuant to a bona fide written offer or a Market Transaction (as defined below), (ii) where such sale is other than pursuant to a Market Transaction, the Management Investor Offeree shall cause name and address of the Transfer Offer to be reduced to writing and shall provide a written notice Proposed Transferee, (iii) the "Transfer Notice") of such Transfer Offer to the Companyproposed purchase price (which, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at case of a Market Transaction, shall not be less than the average closing price equal to on the price contained inapplicable stock exchange for the five preceding trading days), and upon the same terms and conditions as the terms payment and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after Proposed Transferee's offer and (iv) an offer to sell the date of Offered Shares set forth in the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Sale Offer either (i) for at the same consideration price and on the same terms and conditions as offered to the Transfer Offer or Proposed Transferee. (iib) if The Investor shall have the Transfer Offer includes any consideration other than cashright, thenduring the applicable Response Period (as defined below), at the sole option to purchase all of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior Offered Shares pursuant to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Sale Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, exercisable by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior written notice to the closing date in Selling Shareholder, within the applicable Response Period. The provision of such notice shall be deemed to create a writing specifying binding agreement between the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration Selling Shareholder with respect to the Management purchase and sale of the Offered Shares. (c) In the event that the Investor Offeree against delivery at shall have notified the principal office Selling Shareholder within the applicable Response Period that the Investor desires to purchase all of Sheridan the Offered Shares, the Investor shall have 20 days from the last day of certificates or other instruments representing the Transfer Securities so purchasedResponse Period to complete such purchase. In the event that the Investor shall not have completed such purchase within such 20 day period, appropriately endorsed by then the Management Investor OffereeSelling Shareholder shall have the right to sell such Shares without the restrictions set forth in this Section 4.3. (d) If at the end of the applicable Response Period the Investor has not given notice of its decision to purchase all of the Offered Shares, then the Selling Shareholder shall be entitled to sell not less than all of the Offered Shares to the Proposed Transferee during the applicable Disposition Period (as defined below) at a price not lower than that contained in the Sale Offer and on terms not more favorable to the Proposed Transferee than were contained in the Sale Offer. Promptly after any sale pursuant to this Section 4.3, the Selling Shareholder shall notify the Corporation and the Investor of the consummation thereof and shall furnish such 30-day period,evidence of the completion (including time of completion) of such sale and of the terms thereof as the Corporation or the Investor may request. Shares sold to a Proposed Transferee in compliance with the provisions of this Section 4.3 shall thereafter not be subject to the terms of this Agreement. (e) If at the end of the applicable Disposition Period the Selling Shareholder has not completed the sale of all of the Offered Shares to the Proposed Transferee, the Selling Shareholder shall no longer be permitted to sell such Offered Shares pursuant to this Section 4.3 without again fully complying with the provisions of this Section 4.3 and all the restrictions on sale, transfer, assignment or other disposition contained in this Agreement shall again be in effect. (f) As used herein, the term "Market Transaction" shall mean a sale of Shares through the facilities of the TSE, NASDAQ or any other stock exchange on which the Common Shares are actively traded.

Rights of First Refusal. Subject to the terms and conditions set forth in this Section 13.01 and provided that no Event of Default under Sections 10.01(a)(i), (aiii), (iv), (v), or (vi) Each Management Investor with respect to the Leased Property has occurred and their Permitted Transferees agree that is continuing at the time of such exercise or at the expiration of this Lease Agreement, Tenant shall have a right of first refusal (the “Purchase Refusal Right”) to purchase the Leased Property (including any Leased Property owned by an Affiliate of Landlord). So long as no Event of Default under Sections 10.01(a)(i), (iii), (iv), (v), or (vi) with respect to the subject Leased Property has occurred and is continuing at the time of such exercise or at the expiration of this Lease Agreement), if, prior to a Qualified Public Offering, such Management Investor during the Term or any Renewal Term and for a period of thirty (30) days following termination of this Lease Agreement (other than as a result of the exercise by Landlord of its Permitted Transferees remedies under this Lease Agreement), Landlord or any Affiliate of Landlord receives a bona fide third party offer (a "Transfer Offer") to purchase any or all Securities transfer the Leased Property (the "Transfer Securities") then owned “Offer”), including, without limitation, a transfer consisting of a proposed Landlord Change of Control, then, prior to accepting such Offer, Landlord shall send written notice and a copy thereof to Tenant and to any other party so designated by such Management Investor Tenant (“Landlord’s Notice”), which Notice shall contain the identity of the third party purchaser or such Management Investor's Permitted Transferees (collectivelysurvivor, as the case may be, the "Management Investor's price and other material terms of the proposed transaction. In the case of a proposed transfer of the Leased Property as a part of a larger transaction involving the transfer of other properties of Landlord (“Multiple Property Transfer”), Landlord shall include with the Landlord’s Notice an indication of that portion of the aggregate purchase price to be paid in such Multiple Property Transfer Group") from any Person that Landlord reasonably allocates to the Leased Property (the "Offeror"“Allocated Price”), which Allocated Price shall be supported by written analysis and documentation included with such Landlord’s Notice demonstrating a reasonable basis for such allocation. Tenant shall have thirty (30) which any member days after receipt of Landlord’s Notice to exercise Tenant’s Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right with respect to that particular Offer and thereafter, Landlord or its Affiliates may transfer such Leased Property; provided, however, that the transfer of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) Leased Property is at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, or greater than the price contained in the Transfer Offer Landlord’s Notice, and otherwise consistent in all material respects with the other material terms and conditions of set forth in Landlord’s Notice (including the Transfer Offerthird party purchaser). At any time Tenant’s Purchase Refusal Right shall revive in the event that Landlord fails to transfer the Leased Property pursuant to the Offer within 30 days after one year following the date of Landlord’s Notice; it being understood that the receipt by Refusal Right shall at all times remain in existence with respect to any other offer for which the CompanyRefusal Right has not been deemed extinguished hereunder. In the event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates (a) Tenant shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and acquire such Leased Property on the same terms and conditions and subject to all time periods and other limitations as the Transfer Offer or provided in Landlord’s Notice ,provided, however, (iiX) if the Transfer Offer includes any consideration other Tenant shall in all events have not less than cash, then, at the sole option one hundred twenty (120) days to close its acquisition of the CompanyLeased Property following its written notice exercising its Purchase Refusal Right), Vestar(Y) in the case of a Multiple Property Transfer, Sheridanthe purchase price to be paid by Tenant for the Leased Property shall be the Allocated Price, or any and (Z) in the case of their designated Affiliatesa Landlord Change of Control, the purchase price to be paid by Tenant for the Leased Property shall be the fair market value of the Leased Property, as applicabledetermined by the appraisal procedures set forth in Section 16.21 hereof, at and Tenant shall have thirty (30) days following the equivalent all cash price, determined in good faith by determination of a majority final appraised value pursuant to such Section 16.21 to close its acquisition of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreementLeased Property, and (b) concurrently with such acquisition, this Lease Agreement shall terminate (but Tenant shall remain liable to pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to any accrued Rent due and payable on the closing date in a writing specifying the Management Investor Offeree's bank account with respect to such Leased Property and all indemnifications and other wire Transfer instructionsprovisions that survive the expiration of this Lease Agreement shall continue in effect). Notwithstanding the foregoing provisions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Purchase Refusal Right shall

Rights of First Refusal. (a) Each Management Investor Except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder (with Aspen and their Permitted Transferees agree that if, prior Atlantis constituting as single Stockholder for purposes of this Section 5.3) wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities transaction, such Stockholder (the "Transfer SecuritiesOFFEROR") then owned by shall be entitled to do so provided that such Management Investor or Offeror first offers to sell such Management Investor's Permitted Transferees (collectively, shares of Voting Stock to the "Management Investor's Transfer Group") from any Person other Stockholder (the "OfferorOFFEREE") which any member of at the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing same price and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree a written notice (the "OFFER NOTICE") stating in reasonable detail such price or other consideration and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, at any time on or after the fifth anniversary of the Closing Date and, in each case, prior to a Qualified Public Offering, such Xxxxxxx & Marsal, a Co-Investor, an Original Equity Holder or a Management Investor or any of its their respective Permitted Transferees (an "OFFEREE") receives a bona fide offer (a "Transfer Offer") to purchase any or all of its Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer GroupOFFER") from any Person a third party (the "OfferorOFFEROR") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree"other than a Transfer pursuant to Section 3.2), the Management Investor such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of its wish to accept the Offer (the "Transfer NoticeSALE NOTICE") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to sell the Transfer such Securities to the Company, Vestar and Sheridan Company (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as the terms and conditions contained inof, the Transfer Offer Offer, and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Company to purchase, all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsDirectors which are not employees or Affiliates of any of the Company and its Subsidiaries (other than by reason of being a director of any thereof), any Original Equity Holder, any Co-Investor, Vestar or Xxxxxxx & Marsal, and otherwise on the same terms and conditions as the Offer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day Business Day after the date of receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice the Company, Vestar, Sheridan Company (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan the Company of certificates or other instruments representing the Transfer Securities so being purchased, appropriately endorsed by the Offeree (subject, in the case of an Offeree who is a Management Investor OffereeInvestor, to the provisions of Sections 6.1 and 6.2 of the Stock Subscription Agreement, or similar provisions of any other agreement, to which such Offeree is a party). If If, at the end of the aforementioned 30 Business Day period, the Company (or its designees) has not exercised its option in the manner set forth above, or if, after exercising such 30-day period,option, the Company notifies the Offeree that neither it nor its designee will purchase Securities pursuant to the provisions of Section 6.1 or 6.2 of the Stock Subscription Agreement, or similar provisions of any other agreement, to which such Offeree is a party, the Offeree may during the succeeding 30 Business Day period sell not less than all of the Securities covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Company to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 3.9. Promptly after such sale, the Offeree 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 requested by the Company. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Company (or its designees) to commit to purchase the aforementioned Securities, the Offeree has not completed the sale of such Securities as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Securities.

Rights of First Refusal. (a) Each No shares of Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor Stock or any interest therein may be transferred other than in compliance with the provisions of its Permitted Transferees this Article III. If at any time a Management Holder receives a bona fide offer from any person (a "Transfer OfferThird Party") to purchase shares of Preferred Stock and/or Common Stock or any or all Securities (the "Transfer Securities") then owned interest therein held by such Management Investor or such Management Investor's Permitted Transferees Holder (collectively, the a "Management Investor's Transfer Group") from any Person (the "OfferorThird-Party Offer") which any member of the such Management Investor's Transfer Group Holder wishes to accept (the "accept, such Management Investor Offeree"), the Management Investor Offeree Holder shall cause the Transfer such Third-Party Offer to be reduced to writing and shall provide a written notify the Company and each holder of Investor Stock of such Management Holder's desire to accept the Third-Party Offer. The Management Stockholder's notice (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities such Preferred Stock and/or Common Stock to the Company, Vestar and Sheridan (in Company and/or the manner set forth below) Investors at a purchase price equal to the price contained in, and upon on the same terms and conditions as the terms and conditions contained inof, the Transfer Third-Party Offer and shall be accompanied by a true and complete copy of the Transfer Third-Party Offer (which shall identify the Offerorofferor) provided, however, the Transfer Securities, Company and the price contained Investors may pay cash to the selling Management Holder equal in amount to the fair market value of any non-cash consideration offered by the Third Party in the Transfer Offer and the other material terms and conditions of the Transfer Third-Party Offer). At any time within 30 10 business days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase all (but not less than all) of the Transfer Securities Preferred Stock and/or Common Stock covered by the Transfer Third-Party Offer either (i) for at the same consideration price and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Third-Party Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 3010-business day period,period the Company has not elected to purchase all Preferred Stock and Common Stock covered by such Third-Party Notice, the Management Holder shall provide the Sale Notice to the Investors along with a statement as to the number of shares to be purchased by the Company (if any). Within 10 business days after receipt by the Investors of such Sale Notice, each Investor (or any Affiliate thereof), by providing notice to the Management Holder, shall have the right to purchase that portion of the shares equal to the Investors Pro Rata Number of Shares (as defined below) at the same price and on the same terms and conditions as the Third-Party Offer. In the event any Investor (or an Affiliate thereof) does not exercise its right to purchase its respective Investors Pro Rata Number of Shares, the other Investors shall have the right to purchase such shares, and the purchase of such shares shall be allocated among the participating Investors (or any participating Affiliates thereof) pro rata in proportion to the Investor Stock held by such Investors, or in such other proportions as the participating Investors (and such Affiliates) may agree upon. To the extent the Investors have not notified the selling Management Holder in writing of a desire to purchase all of the Preferred Stock and Common Stock as set forth herein, the selling Management Holder may within 60 days thereafter sell the remaining Management Stock covered by the Third-Party Offer to the

Rights of First Refusal. (a) Each No shares of Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor Stock or any interest therein may be transferred other than in compliance with the provisions of its Permitted Transferees this Article III. If at any time a Management Holder receives a bona fide offer from any person (a "Transfer OfferThird Party") to purchase shares of Preferred Stock and/or Common Stock or any or all Securities (the "Transfer Securities") then owned interest therein held by such Management Investor or such Management Investor's Permitted Transferees Holder (collectively, the a "Management Investor's Transfer Group") from any Person (the "OfferorThird-Party Offer") which any member of the such Management Investor's Transfer Group Holder wishes to accept (the "accept, such Management Investor Offeree"), the Management Investor Offeree Holder shall cause the Transfer such Third-Party Offer to be reduced to writing and shall provide a written notify the Company and each holder of Investor Stock of such Management Holder's desire to accept the Third-Party Offer. The Management Stockholder's notice (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities such Preferred Stock and/or Common Stock to the Company, Vestar and Sheridan (in Company and/or the manner set forth below) Investors at a purchase price equal to the price contained in, and upon on the same terms and conditions as the terms and conditions contained inof, the Transfer Third-Party Offer and shall be accompanied by a true and complete copy of the Transfer Third-Party Offer (which shall identify the Offerorofferor) provided, however, the Transfer Securities, Company and the price contained Investors may pay cash to the selling Management Holder equal in amount to the fair market value of any non-cash consideration offered by the Third Party in the Transfer Offer and the other material terms and conditions of the Transfer Third-Party Offer). At any time within 30 10 business days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase all (but not less than all) of the Transfer Securities Preferred Stock and/or Common Stock covered by the Transfer Third-Party Offer either (i) for at the same consideration price and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Third-Party Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 3010-business day period the Company has not elected to purchase all Preferred Stock and Common Stock covered by such Third-Party Notice, the Management Holder shall provide the Sale Notice to the Investors along with a statement as to the number of shares to be purchased by the Company (if any). Within 10 business days after receipt by the Investors of such Sale Notice, each Investor (or any Affiliate thereof), by providing notice to the Management Holder, shall have the right to purchase that portion of the shares equal to the Investors Pro Rata Number of Shares (as defined below) at the same price and on the same terms and conditions as the Third-Party Offer. In the event any Investor (or an Affiliate thereof) does not exercise its right to purchase its respective Investors Pro Rata Number of Shares, the other Investors shall have the right to purchase such shares, and the purchase of such shares shall be allocated among the participating Investors (or any participating Affiliates thereof) pro rata in proportion to the Investor Stock held by such Investors, or in such other proportions as the participating Investors (and such Affiliates) may agree upon. To the extent the Investors have not notified the selling Management Holder in writing of a desire to purchase all of the Preferred Stock and Common Stock as set forth herein, the selling Management Holder may within 60 days thereafter sell the remaining Management Stock covered by the Third-Party Offer to the Third Party on the terms set forth in the original Third-Party Offer. Any Management Stock covered by the Third Party Offer that is not so transferred during such 60-day period,period shall again be subject to this Section 3.1. The Company may assign its rights to purchase Management Stock pursuant to this Section 3.1 to one or more third parties subject only to compliance with applicable securities laws, provided that the Company shall offer to assign such rights to the Investors pro rata prior to offering such rights to other persons. For purposes of this Section 3.1 such Investors Pro Rata Number of Shares shall be equal to that number of shares of Preferred Stock and/or Common Stock derived by multiplying the total number of shares to be purchased by the Third Party as set forth in the Sale Notice by a fraction, the numerator of which is the total number of shares of Investor Stock beneficially owned by such participating holder of Investor Stock and the denominator of which is the total number of shares beneficially owned by all holders of Investor Stock.

Rights of First Refusal. (aExcept with respect to an offer described in Section 4 hereof or a transfer pursuant to Section 3(c) Each Management Investor and their Permitted Transferees agree that ifhereof, prior to if a Qualified Public Offering, such Management Investor or any of its Permitted Transferees Stockholder receives a bona fide offer (a "Transfer Offer") to purchase such Stockholder's shares of Company Common Stock or any or all Securities portion thereof, which offer such Stockholder desires to accept, such Stockholder (the "Transfer SecuritiesOffering Stockholder") then owned by shall so notify the Company and each other Stockholder in writing and deliver to each of them a copy of such Management Investor or such Management Investor's Permitted Transferees (collectivelyoffer along with, if not clearly reflected therein, the "Management Investor's Transfer Group") from any Person name of the offeror, the principal occupation of the offeror (or in the case of an offeror that is not a natural person, its principal line of business), the price and form of consideration offered for such shares of Company Common Stock, the number of shares of Company Common Stock in respect of which such offer is made, the date of the proposed closing and all other terms and conditions of such offer (the "OfferorOffering Notice") which any member ). In order to facilitate the prompt delivery of the Management Investor's Transfer Group wishes Offering Notice, the Company hereby covenants to accept provide any Offering Stockholder access to the stock record books of the Company. Within fifteen (15) days following delivery of the Offering Notice (the "Management Investor OffereeCompany's Option Period"), the Management Investor Offeree Company shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") determine, in its sole discretion, whether it will purchase any of such Transfer Offer to shares of Company Common Stock for the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (same price set forth in the manner set forth below) at a price equal to the price contained inOffering Notice, and upon payable on the same terms and conditions as set forth therein. The Company shall notify the terms Offering Stockholder and conditions contained in, each other Stockholder of its decision in writing prior to the Transfer Offer and shall be accompanied by a true and complete copy expiration of the Transfer Offer Company's Option Period. If the Company elects not to purchase all of such shares of Company Common Stock, then for a period of fifteen (which shall identify 15) days following the Offerorexpiration of the Company's Option Period (the "Common Stockholders' Option Period"), the Transfer Securities, the price contained in the Transfer Offer and each of the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Common Stockholders shall have the right and option option, but not the obligation, to purchase all (but his or her pro rata portion of such shares of Company Common Stock as are not less than all) of the Transfer Securities covered to be purchased by the Transfer Offer either (i) for Company at the same consideration price per share and on the same terms and conditions as contained in the Transfer Offer or (ii) if Offering Notice. For purposes of this Agreement, a Common Stockholder's pro rata portion shall be a fraction, the Transfer Offer includes any consideration numerator of which is the number of shares of Company Common Stock owned by such Common Stockholder and the denominator of which is the number of shares of Company Common Stock owned by all Common Stockholders other than cashthe Offering Stockholder. In the event a Common Stockholder elects not to purchase his or her pro rata portion (a "Non-Purchasing Common Stockholder"), thenthen any other Common Stockholder electing to purchase (a "Purchasing Common Stockholder") his or her pro rata portion shall also have the right, at on a pro rata basis with each other Purchasing Common Stockholder, to purchase the sole option shares constituting the pro rata portion of each Non-Purchasing Common Stockholder. All Purchasing Common Stockholders shall notify the CompanyOffering Stockholder, Vestar, Sheridan, or any the Company and each other Stockholder of their designated Affiliates, as applicable, at the equivalent all cash price, determined decisions in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or writing prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan expiration of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Common Stockholders' Option Period.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifAfter June 30, prior to 2004, if a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities Member (the "Transfer SecuritiesSelling Member") then owned by desires to make an offer to Transfer its Interest to a third party that is neither a Member nor an Affiliate of the Selling Member, or to accept an offer from such Management Investor a third party to purchase all or such Management Investor's Permitted Transferees (collectivelyany part of its Interest, it shall so notify the "Management Investor's Transfer Group") from any Person other Member (the "OfferorRights Member") which any member of such desire prior to making or accepting such offer, as the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree")case may be, the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide on a binding basis, along with a written notice description (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same principal terms and conditions as (including the terms and conditions contained inproportion of the Interest desired to be sold, the price, the payment terms, and the closing schedule) and the identity of the proposed buyer (the "Proposed Buyer"). Prior to such date, no Transfer Offer and which is not otherwise a Permitted Transfer as set forth in Section 10.2 shall be accompanied permitted unless specifically consented to in writing by the other Member. The Rights Member shall have a true and complete copy period of thirty (30) days following receipt of a Transfer Notice to elect to purchase the Interest of the Transfer Offer Selling Member (which shall identify or the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt designated portion thereof so desired to be sold by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than allSelling Member) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as described in the Transfer Offer or (ii) if Notice, in lieu of the sale to the Proposed Buyer. If any of the purchase price described in the Transfer Offer includes any consideration Notice is proposed to be paid in property or services other than cashcash or cash equivalents, thenthe Rights Member shall be entitled, at its sole discretion, should it elect to purchase such Interest or portion of an Interest from the sole option Selling Member, either to pay such portion of the Company, Vestar, Sheridan, price in substantially similar form or any of their designated Affiliates, as applicable, at the equivalent all to substitute for such non-cash price, determined in good faith by a majority portion of the members of the Company's Board of Directorsprice an equivalent value in cash or cash equivalents. If the option referred Rights Member declines to in the preceding sentence is exercised, on purchase such Interest (or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan portion) of the Transfer Notice the CompanySelling Member, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver makes no election within such 30-day period (in which case it will be deemed to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If have declined at the end of such 30-day period to make such purchase), the Selling Member shall be entitled to sell its Interest to the Proposed Buyer or an Affiliate of the Proposed Buyer on the terms and conditions stated in the Transfer Notice, in a sale to be closed within the one hundred twenty (120) days immediately following such waiver (or deemed waiver) by the Rights Member to purchase. In that event, such sale shall be considered a "Waived Transfer" hereunder. Any other Transfer, including, without limitation, to a different buyer, on different terms or conditions, or closed following such 120-day period,, shall not be made unless the Selling Member has first given another Transfer Notice and afforded the Rights Member AGRINOMICS LLC 40 Limited Liability Company Agreement another opportunity to elect to purchase such Interest (or portion thereof) under such subsequent Transfer Notice as described above in this section.

Rights of First Refusal. (a) Each No shares of Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor Stock or any interest therein may be transferred other than in compliance with the provisions of its Permitted Transferees this Article III. If at any time a Management Holder receives a bona fide offer from any person (a "Transfer OfferThird Party") to purchase any or all Securities (the "Transfer Securities") then owned shares of Common Stock held by such Management Investor or such Management Investor's Permitted Transferees Holder (collectively, the a "Management Investor's Transfer Group") from any Person (the "OfferorThird-Party Offer") which any member of the such Management Investor's Transfer Group Holder wishes to accept (the "accept, such Management Investor Offeree"), the Management Investor Offeree Holder shall cause the Transfer such Third-Party Offer to be reduced to writing and shall provide a written notify the Company and each holder of Investor Stock of such Management Holder's desire to accept the Third-Party Offer. The Management Stockholder's notice (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities such Common Stock to the Company, Vestar and Sheridan (in Company and/or the manner set forth below) Investors at a purchase price equal to the price contained in, and upon on the same terms and conditions as the terms and conditions contained inof, the Transfer Third-Party Offer and shall be accompanied by a true and complete copy of the Transfer Third-Party Offer (which shall identify the Offerorofferor); provided, however, the Transfer Securities, Company and the price contained Investors may pay cash to the selling Management Holder equal in amount to the fair market value of any non-cash consideration offered by the Third Party in the Transfer Offer and the other material terms and conditions of the Transfer Third-Party Offer). At any time within 30 10 business days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase all (but not less than all) of the Transfer Securities Common Stock covered by the Transfer Third-Party Offer either (i) for at the same consideration price and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cashThird-Party Offer. If, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 3010-business day period,, the Company has not elected to purchase all Common Stock covered by such Third-Party Notice, the Management Holder shall provide the Sale Notice to the Investors along with a statement as to the number of shares to be purchased by the Company (if any). Within 10 business days after receipt by the Investors of such Sale Notice, each Investor, by providing notice to the Management Holder, shall have the

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifAny Stockholder (the "Selling Stockholder") who proposes to sell, prior assign or otherwise transfer to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives third party (the "Proposed Transferee") pursuant to a bona fide offer (a "Transfer Offer") to purchase any or all Securities shares of Voting Stock, except as provided in Section 3.3 below and except pursuant to any public offering, held by him or her (the shares the Selling Stockholder proposes to sell, assign or otherwise transfer being referred to herein as the "Transfer SecuritiesOffered Shares") then owned by shall notify the Company and the Stockholders in writing, not less than forty (40) days prior to the date upon which such Management Investor sale, assignment or such Management Investor's Permitted Transferees (collectivelytransfer is to take place, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (name of the "Management Investor Offeree"), Proposed Transferee; the Management Investor Offeree shall cause number of shares involved; the Transfer Offer purchase price or other consideration to be reduced to writing received by the Selling Stockholder for such sale, assignment or transfer; and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained inupon which such sale, assignment or transfer is to take place, including the Transfer Offer and shall be accompanied by a true and complete copy terms of any deferred payment for the Transfer Offer Offered Shares (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer"Stockholder Notice"). At any time within 30 days after the date of the receipt by The Stockholder Notice shall further state that the Company, Vestar then the Stockholders and Sheridan finally the Investors may acquire all or any part of the Transfer NoticeOffered Shares for the price and upon the terms, and subject including deferred payment, set forth therein in accordance with the provisions of this Agreement. The Company shall have twenty (20) days after receipt of the Stockholder Notice in which to Section 3.8(c)accept, in writing, the offer set forth therein to purchase all or part of the Offered Shares. The Company's notice of its acceptance or rejection of such offer (the "Company Notice") shall be delivered to the Investors and the Stockholders at the same time it is delivered to the Selling Stockholder. Notwithstanding anything contained in this Agreement, Vestar and Sheridan the Purchase Agreement, or any of their designated Affiliates exhibit thereto, if the Company shall accept such offer, it shall have the right and option to purchase all the Offered Shares to which such acceptance applies. Any Offered Shares as to which the Company shall not have so notified the Selling Stockholder, the Stockholders and the Investors of its intention to purchase within such twenty-day period may be purchased by the Stockholders as follows: each Stockholder shall have the right to purchase that number of such Offered Shares as is determined by multiplying the total number of such Offered Shares by a fraction, the numerator of which is the number of Voting Shares owned or deemed to be owned by such Stockholder, and the denominator of which is the number of Voting Shares owned or deemed to be owned by all the Stockholders as a group. The Stockholders shall have ten (but 10) days after receipt of the Company Notice in which to accept, in writing, the offer set forth therein to purchase all or part of the Offered Shares. The Stockholders' notice of their acceptance or rejection of such offer (the "Stockholders Notice") shall be delivered to the Investors at the same time that it is delivered to the Selling Stockholder. Notwithstanding anything contained in this Agreement, the Purchase Agreement or any exhibit thereto, if the Stockholders shall accept such offer, they shall have the right to purchase all the Offered Shares to which such acceptance applies. If one or more of the Stockholders does not so accept the offer for all such shares, the Company shall notify each of the remaining Stockholders who shall have the right to acquire the remaining Offered Shares, pro rata, in accordance with the number of Offered Shares they agreed to purchase, or as they may otherwise determine among themselves, such acceptance by the remaining Stockholders to be received by the Selling Stockholder not less than allfifteen (15) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing proposed date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructionsof sale, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration assignment or transfer to the Management Investor Offeree against delivery at Proposed Transferee as specified in the principal office Stockholder Notice. Any Offered Shares as to which the Stockholders shall not have so notified the Selling Stockholder and the Investors of Sheridan their intention to purchase within such ten-day period after receipt of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed Company Notice may be purchased by the Management Investors as follows: each Investor Offereeshall have the right to purchase that number of such Offered Shares as is determined by multiplying the total number of such Offered Shares by a fraction, the numerator of which is the number of Voting Shares owned or deemed to be owned by such Investor, and the denominator of which is the number of Voting Shares owned or deemed to be owned by all the Investors as a group. Each Investor shall have ten days after receipt of the Stockholders Notice in which to accept, in writing, the offer set forth therein to purchase all or part of the Offered Shares. The Investors' notice of their acceptance or rejection of such offer shall be delivered to the Selling Stockholder and the Company. Notwithstanding anything contained in this Agreement, the Stock Purchase Agreement, or any exhibit thereto, if the Investors shall accept such offer, they shall have the right to purchase all the Offered Shares to which such acceptance applies. If at one or more of the end Investors does not so accept the offer for all such shares, the Company shall notify each of the remaining Investors who shall have the right to acquire the remaining Offered Shares, pro rata, in accordance with the number of Offered Shares they agreed to purchase, or as they may otherwise determine among themselves, such 30-day period,acceptance by the remaining Investors to be received by the Selling Stockholder not less than two (2) days prior to the proposed date of sale, assignment or transfer to the Proposed Transferee as specified in the Stockholder Notice.

Rights of First Refusal. Subject to the restrictions on Transfers contained in Section 6.01 above, if a Member (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a the "Transfer OfferTransferring Member") wishes to purchase Transfer during the term of this Agreement any or all Securities of its Interests in the Company (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeInterests"), the Management Investor Offeree Transferring Member shall cause the Transfer Offer to be reduced to writing and shall provide first give a written notice (the "Transfer Notice") of such Transfer Offer to the CompanyCompany and to the other Members specifying the wish to transfer the Transfer Interests, Vestar the price per Unit at which it wishes to transfer to the proposed transferee (the "Transfer Price"), the name and Sheridan. The Transfer Notice shall also contain address of the proposed transferee, and containing an irrevocable offer (open to acceptance for a period of 60 days after the date such Transfer Notice is received by the Company) to sell the Transfer Securities Interests to the Company and/or the other Members at the Transfer Price per Unit. The Company (or its one designee) and the other Members together shall have the right to purchase all, but not less than all, of the Transfer Interests at the Transfer Price per Unit, by giving the Transferring Member written notice of the determination to purchase such Interests, within [**] days of the Company's receipt of such Transfer Notice. The Company shall have the first right to purchase all or a portion of such Transfer Interests. The Members other than the Transferring Member shall have the right (upon notice to the Company) to purchase their pro rata portion of any remaining Transfer Interests that the Company does not propose to purchase. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. If a Member elects not to purchase any remaining Transfer Interests, Vestar and Sheridan the other Members (in other than the manner set forth belowTransferring Member) at a price equal shall have the pro rata right (upon notice to the price contained in, and upon Company) to purchase such Interests. The closing of the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy purchase of the Transfer Offer (which Interests and payment for such Interests to the Transferring Member pursuant to this Section 6.03 shall identify take place at such location as the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time Transferring Member shall designate within 30 days after the date Transferring Member's receipt of the receipt determination to purchase such Interests. Payment for such Interests shall be made by the Company, Vestar and Sheridan of check or by wire transfer against duly endorsed certificates representing the Transfer Notice, Interests to be purchased. The Transfer Interests shall be delivered free and subject to Section 3.8(c), the Company, Vestar and Sheridan or any clear of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration encumbrances other than cash, thenthose imposed by this Agreement. If, at the sole option end of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt Transfer Notice is received by the Company, Vestar and Sheridan (i) a notice of acceptance of the offer contained in such Transfer Notice has not been received by the Transferring Member, or (ii) a notice of acceptance covering less than all of the Transfer Notice Interests has been received by the CompanyTransferring Member, Vestar, Sheridan or any other designated Affiliates, as applicable, then the Transferring Member shall execute and deliver have 90 days in which to transfer to the Management Investor Offeree a written agreement in the form included proposed transferee set forth in the Transfer Offer, including representations, warranties, covenants and indemnities, if Notice any or all of the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering Interests at a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing price not lower than the Transfer Securities so purchasedPrice per Unit and on terms no more favorable to such transferee than those contained in the Transfer Notice; provided, appropriately endorsed by however, that such Transfer shall become effective and such transferee shall become a Member upon the Management Investor Offereesatisfaction of all the conditions set forth in Section 6.05 (a). If at the end of such 30-90 day period,, the Transferring Member has not completed the transfer of all of the Transfer Interests, the Transferring Member shall no longer be permitted to Transfer such Interests pursuant to this Section 6.03 without again complying with this Section in its entirety. The Transferring Member shall remain liable to the Company as provided in the Act, regardless of whether such transferee becomes a Member.

Rights of First Refusal. (a) Each If at any time a Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees Holder receives a bona fide offer from any person to purchase shares of Common Stock held by such Management Holder (a "Transfer Third-Party Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the such Management Investor Offeree Holder shall cause the Transfer such Third-Party Offer to be reduced to writing and shall provide a written notify the Company and each holder of Investor Stock of such Management Holder's desire to accept the Third-Party Offer. The Management Stockholder's notice (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities such Common Stock to the Company, Vestar and Sheridan (in the manner set forth below) Company at a purchase price equal to the price contained in, and upon on the same terms and conditions as the terms and conditions contained inof, the Transfer Third-Party Offer and shall be accompanied by a true and complete copy of the Transfer Third-Party Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offerofferor). At any time within 30 twenty (20) days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right to purchase all or any portion of the Common Stock covered by the Third-Party Offer at the same price and option on the same terms and conditions as the Third-Party Offer; provided, however, that (i) any shares not purchased by the Company shall be reoffered to the holders of Investor Stock, each of whom shall have the right, exercisable by delivery of written notice to the transferring Management Holder within ten (10) days following the expiration of such 20-day period, to purchase all (but not less than all) of its pro rata share (equal to such electing holder's percentage interest in the Transfer Securities covered by the Transfer Offer either (ioutstanding Investor Stock) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at Company or the sole option holders of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all Investor Stock may pay cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver selling Management Holder equal in amount to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant fair market value of any non-cash consideration offered in the Third-Party Offer. If the Company and/or the holders of Investor Stock have not notified the selling Management Holder in writing of their election to purchase any Common Stock covered by the Third Party Offer as set forth herein prior to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,expiration of

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Sections 7.2, if, prior on or after the first anniversary after the date hereof, a Member desires to a Qualified Public Offering, such Management Investor or Transfer any part of its Permitted Transferees receives Membership Interest to any other Person (other than a Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Member (the "Offeror") which any member of the Management Investor's Transfer Group wishes shall be entitled to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer do so provided that such Offeror first offers to be reduced to writing and shall provide a written notice (the "Transfer Notice") of sell such Transfer Offer Membership Interest to the Company, Vestar other Member at the same price and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror shall Transfer a percentage of its Membership Interest which is equal to more than ten percent (10%) of the aggregate Membership Interests in the Company, the terms of Section 3.2(a)(ii) shall apply. The Offeror shall submit to the Company and the other Member a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and Membership Interest. The other Member shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the other Member elects to accept such offer, which acceptance must be for all and not part of the Membership Interest offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the other Member (the "Purchaser") shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. Before any shares of Stock registered in the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 2.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer have a right of first refusal to sell purchase such shares for the Transfer Securities same price and, to the Companyextent practicable, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon on substantially the same terms and conditions as offered to such prospective purchaser, in accordance with the terms and conditions contained inprocedures set forth below (the "Rights of First Refusal"). If the proposed price per share is to be other than in cash, the Transfer Offer and then an equivalent cash value shall be accompanied determined in good faith by a true and complete copy the Board of Directors of the Transfer Offer (which Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall identify be determined by the Offerormutual agreement of Purchaser and the Company or, the Transfer Securitiesif no agreement can be reached, the price contained shall be the fair market value of such shares, as determined in good faith by the Transfer Offer Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and the other material terms and conditions of the Transfer Offer)offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. At any time If the Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 2 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the notice to the Company, on the terms and conditions specified in such notice; provided, however, that the sale must be consummated within 30 days three (3) months after the date of the receipt by notice and that all shares sold or transferred shall remain subject to the Companyprovisions and restrictions of this Agreement, Vestar and Sheridan of the Transfer Noticeincluding restrictions on further transfer as provided in this Section 2, and subject shall carry a legend to that effect. If the Rights of First Refusal under this Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option 2 are not exercised but Purchaser fails to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and consummate such sale on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to set forth in the preceding sentence is exercised, on or prior notice to the 60th day Company within three (3) months after the date of receipt by the Companynotice, Vestar and Sheridan then such Rights of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. Except for (ai) Each Management Investor a sale pursuant to the exercise of Tag Along Rights, or (ii) a Permitted Transfer, a Member shall not sell, exchange, pledge, hypothecate or otherwise transfer any interest in any Membership Interest, including, without limitation, transfer by gift, (collectively "transfer"), unless the Member (the "Proposing Member") offers to sell the Membership Interest first to the other Members and their Permitted Transferees agree that ifsecond to the Company as provided in this Section 11.03(c). Any such offer (the "Offer Notice") shall (i) be made in writing to the other Members and the Company, prior and (ii) specify the portion of the Membership Interest which the Proposing Member desires to a Qualified Public Offeringtransfer (the "Offered Interest") and the terms and conditions under which the Proposing Member is willing to sell such Offered Interest. If any Member (other than the Proposing Member) desires to purchase the Offered Interest, such Management Investor or any Member shall have the right for a period of its Permitted Transferees receives a bona fide offer sixty (a 60) days after receipt of the Offer Notice (the "Transfer OfferMember Exclusivity Period") to purchase any or all Securities (such Offered Interest from the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as Proposing Member on the terms and conditions contained inspecified in the Offer Notice; provided the transferee consents to be bound by the terms of this Agreement. If more than one Member elects to purchase the Offered Interest, the Transfer Offer and Members desiring to purchase the Offered Interest shall purchase their proportionate share of the Offered Interest or as otherwise mutually agreed by the Members desiring to purchase the Offered Interest. The proportionate share of each Member desiring to purchase the Offered Interest shall be accompanied a fraction, the numerator of which is the Percentage Interest owned by a true such Member and complete copy the denominator of which is the aggregate Percentage Interest owned by all Members desiring to purchase such Offered Interest. If the Member Exclusivity Period expires without any exercise by the Members with respect to the Offered Interest, the Company shall have the exclusive right to purchase the Offered Interest which is the subject of the Transfer Offer Notice during the thirty (which shall identify 30) days (the Offeror"Company Exclusivity Period") immediately following the expiration of the Member Exclusivity Period. If the Offered Interest is not sold to other Members or the Company pursuant to their rights of first refusal under this Section 11.03(c), then the Transfer Securities, Proposing Member may proceed to sell the price contained in Offered Interest within sixty (60) days after the Transfer Offer and expiration of the other material Company Exclusivity Period on terms and conditions of no more favorable to the Transfer Offer)purchaser than as set forth in the Offer Notice. At any time within 30 days after If such sixty (60) day period expires or the date of Proposing Member desires to sell on terms more favorable to the receipt by purchaser than as set forth in the Company, Vestar and Sheridan of the Transfer Offer Notice, and subject to then the Proposing Member shall comply with the terms of this Section 3.8(c), the Company, Vestar and Sheridan 11.03 before making any transfer of his or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,its Membership Interest.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Sections 7.2, if, prior on or after October 31, 1999, a Restricted Member desires to a Qualified Public Offering, such Management Investor or Transfer any of its Permitted Transferees receives Membership Units to any other Person (other than a Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Member (the "Offeror") which any member of shall be entitled to do so provided that such Offeror first offers to sell such Membership Units to the Management Investor's Transfer Group wishes to accept other Restricted Member (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror shall Transfer Membership Units which are equal to more than ten percent (10%) of the then aggregate outstanding Membership Units, the member of the Special Committee elected by the BN Directors (if BN Holding or its Affiliate is the Offeror) or by the USO Directors (if USO or its Affiliate is the Offeror) shall be deemed to have resigned effective immediately upon such Transfer. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and Membership Units. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Membership Units offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by giving of such notice. (b) If the Company, Vestar and Sheridan Offeree does not exercise its right to purchase all of the Transfer Notice, and subject Membership Units offered for sale pursuant to the provisions of this Section 3.8(c)7.3, the Company, Vestar and Sheridan or any Offeror of their designated Affiliates such Membership Units shall have the right and option to purchase sell all (but not less than all) of such offered Membership Units to the Transfer Securities covered by Person identified in the Transfer Offer either (i) for Notice, subject to the same consideration and provisions of this Agreement on the same terms and conditions including the Membership Unit price as specified in the Transfer Offer or Notice, free from the restrictions of Section 7.1 of this Agreement (iifor purposes of such specific transaction, but not for purposes of any subsequent transaction) if in a bona fide transaction, for a period of ninety (90) days from the Transfer date that the Offer includes expires hereunder, provided that any consideration other than cashsuch purchaser shall, thenprior to such transfer, at the sole option agree in writing to be bound by all of the Company, Vestar, Sheridan, or any provisions of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directorsthis Agreement. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at At the end of such 30-ninety (90) day period,, the Offeror shall notify the Company and the other Member in writing whether its Membership Units have been sold in a bona fide transaction during such period. To the extent not sold during such ninety (90) day period, all of such Membership Units shall again become subject to all of the restrictions and provisions hereof.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that if, prior to a Qualified Public Offering, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,, 20 17 the Company, Vestar and Sheridan have not delivered written notice of exercise by them of their right to purchase the Transfer Securities pursuant to this Section 3.8 or if at the end of such 60-day period, the Company, Vestar and Sheridan have not tendered the purchase price for such shares in the manner set forth above, the Management Investor Offeree shall be free for a period of 90 days from the end of such 30- or 60-day period, as applicable, to Transfer not less than all of the Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice (including the execution and delivery of any written agreement in the form included in the Transfer Offer). Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Company to become a party hereto and be bound to the same extent as the Management Investor Offeree by the provisions hereof. Promptly after such sale, the Management Investor Offeree 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 requested by the Company. If for any reason any Management Investor Offeree does not Transfer Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice, or if any Management Investor Offeree wishes to sell the Transfer Securities on terms other than those set forth in the Transfer Notice, the provisions of this Section 3.8 shall again be applicable to the Transfer Securities.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Other than with respect to Transfers to ----------------------- be made in accordance with Section 3.10, if, prior to a Qualified Public Offeringat any time on or after the date hereof, such Management Investor any Stockholder (other than the LLC or Vestar or its Affiliates) or any of its their respective Permitted Transferees (an "Offeree") receives a bona fide ------- offer (a "Transfer Offer") to purchase any or all Securities of its shares of Common Stock (the "Transfer SecuritiesOffer") then owned by (and, ----- pursuant to such Management Investor or Offer, such Management Investor's Permitted Transferees (collectivelyStockholder could, without violating the "Management Investor's Transfer Group"terms of this Agreement, transfer the shares of Common Stock that are the subject of such Offer) from any Person a Third Party (the "Offeror") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree")accept, the Management Investor ------- such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Parent in writing of its wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to sell the Transfer Securities such shares of Common Stock to the Company, Vestar and Sheridan Parent (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as of the terms and conditions contained inOffer, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Parent of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Parent shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Parent to purchase, all (but not less than all) of the Transfer Securities shares of Common Stock covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicableParent, at the equivalent all cash price, determined in good faith by a majority of nationally recognized independent investment banking firm, and otherwise on the members of same terms and conditions as the Company's Board of DirectorsOffer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day 30th Business Day after the date of receipt by the Company, Vestar and Sheridan Parent of the Transfer Notice Sale Notice, the Company, Vestar, Sheridan Parent (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date Closing Date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at to the principal office of Sheridan Parent by the Offeree of certificates or other instruments representing the Transfer Securities so shares of Common Stock being purchased, appropriately endorsed by the Management Investor Offeree. If If, at the end of the aforementioned 30 Business Day period, the Parent (or its designees) has not exercised its option in the manner set forth above, the Offeree may, during the succeeding 30 Business Day period, sell not less than all of the shares of Common Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Parent to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 3.8. Promptly after such 30-day period,sale, the Offeree shall notify the Parent 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 requested by the Parent. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Parent (or its designees) to commit to purchase the aforementioned shares of Common Stock, the Offeree has not completed the sale of such shares of Common Stock as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such shares of Common Stock.

Rights of First Refusal. (a) Each Management Investor Except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder (with Aspen and their Permitted Transferees agree that if, prior Atlantis constituting as single Stockholder for purposes of this Section 5.3) wants to Transfer any shares of Voting Stock to any other Person (other than to a Qualified Public OfferingRestricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such Management Investor pledge, hypothecation or any of its Permitted Transferees receives other financing transaction) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Stockholder (the "Offeror") which any member shall be entitled to do so provided that such Offeror first offers to sell such shares of Voting Stock to the Management Investor's Transfer Group wishes to accept other Stockholder (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price or other consideration and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and shares of Voting Stock. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Authority and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. Subject to Section 9.05, before the Company shall issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (unless, in the case of an agreement, obligation, reservation or setting aside, the same is expressly subject to the rights of the Purchasers under the provisions of this Article 9), any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, shares of any series of any class of the Company's preferred stock, (iii) any convertible or exchangeable debt security of the Company, including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, the Company shall, in each case, first offer to sell such securities (the "OFFERED SECURITIES") to those Purchasers then holding Shares as follows: The Company shall offer to sell to each Purchaser (a) Each Management Investor and their Permitted Transferees agree that if, prior portion of the Offered Securities as the number of Shares then held by a Purchaser bears to a Qualified Public Offering, such Management Investor or any the sum of its Permitted Transferees receives a bona fide offer (a "Transfer Offer"i) to purchase any or the total number of Shares held by all Securities Purchasers plus (ii) the total number of shares of capital stock of the Company (other than the Shares) in respect of which the holders (the "Transfer SecuritiesOTHER HOLDERS") then owned are entitled to purchase Offered Securities on the same or similar terms to this Article (the "BASIC AMOUNT"), and (b) such additional portion of the Offered Securities pro rata in accordance with the number of Shares held by a Purchaser should any other Purchaser subscribe for less than such Management Investor or such Management Investorother Purchaser's Permitted Transferees Basic Amount entitled to purchase (collectively, the "Management Investor's Transfer GroupUNDERSUBSCRIPTION AMOUNT") from any Person ), at a price and on such other terms as shall have been specified by the Company in writing delivered to the Purchasers (the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor OffereeOFFER"), the Management Investor Offeree which Offer by its terms shall cause the Transfer Offer to be reduced to writing remain open and shall provide irrevocable for a written notice period of thirty (the "Transfer Notice"30) of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied days from receipt by a true and complete copy each Purchaser of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor If, following the Transfer ----------------------- Restriction Termination Date and their Permitted Transferees agree that if, prior to a Qualified an initial Public Offering, such a Management Investor or any of its Permitted Transferees Shareholder (for this purpose, an "Offeree") receives a bona fide ------- offer (a "Transfer Offer") to purchase any or all Securities of his or her Shares that are not subject to a Restricted Share Agreement or which have vested pursuant to the applicable Restricted Share Agreement (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyin each case, the "Management Investor's Transfer GroupOffer") from any Person a Third Party (the ----- "Offeror") ), which any member of the Offer such Management Investor's Transfer Group Shareholder wishes to accept and that ------- could be consummated without violating the terms of this Agreement, then (i) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of his or her wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), ----------- (ii) the Company, Vestar and Sheridan Company or any of their designated Affiliates its designee(s) shall have the right and option to purchase all (but not less than all) of such Shares pursuant to this Section 2.6 and (iii) the Transfer Securities Offeree agrees not to sell such Shares prior to the earlier of (a) the 30-day period set forth in the second succeeding paragraph of this Section 2.6(a) and (b) the communication to the Offeree of the decision by the Company to not purchase any or all of such Shares. The Sale Notice shall contain an irrevocable offer to sell such Shares to the Company or its designee(s) in the manner set forth in this Section 2.6(a) at a purchase price equal to the price contained in and otherwise on substantially the same terms, conditions and other provisions of the Offer and shall be accompanied by a true and complete written copy of the Offer (which shall identify the Offeror). At any time within 30 days from the date of the receipt by the Company of the Sale Notice, the Company shall have the option to purchase, or to arrange for one or more Persons designated by the Company to purchase, all (but not less than all) of the Shares covered by the Transfer Offer either (i) for the same consideration and on substantially the same terms terms, conditions and conditions other provisions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority the Board, and otherwise on the same terms, conditions and other provisions as the Offer. The Company agrees to notify the Offeree as promptly as practicable of its decision regarding the members right of the Company's Board of Directors. If the option referred to first refusal set forth in the preceding sentence is exercisedthis Section 2.6(a) but, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicablein no event, shall execute and deliver to it notify the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at later than the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor If, following the Transfer ----------------------- Restriction Termination Date and their Permitted Transferees agree that if, prior to a Qualified an initial Public Offering, such a Management Investor or any of its Permitted Transferees Shareholder (for this purpose, an "Offeree") receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities of his or her Shares that are not subject to a Restricted Share Agreement or which have vested pursuant to the applicable Restricted Share Agreement (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyin each case, the "Management Investor's Transfer GroupOffer") from any Person a Third Party (the "Offeror") ), which any member of the Offer such Management Investor's Transfer Group Shareholder wishes to accept and that could be consummated without violating the terms of this Agreement, then (i) the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of his or her wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), (ii) the Company, Vestar and Sheridan Company or any of their designated Affiliates its designee(s) shall have the right and option to purchase all (but not less than all) of such Shares pursuant to this Section 2.6 and (iii) the Transfer Securities Offeree agrees not to sell such Shares prior to the earlier of (a) the 30-day period set forth in the second succeeding paragraph of this Section 2.6(a) and (b) the communication to the Offeree of the decision by the Company to not purchase any or all of such Shares. The Sale Notice shall contain an irrevocable offer to sell such Shares to the Company or its designee(s) in the manner set forth in this Section 2.6(a) at a purchase price equal to the price contained in and otherwise on substantially the same terms, conditions and other provisions of the Offer and shall be accompanied by a true and complete written copy of the Offer (which shall identify the Offeror). At any time within 30 days from the date of the receipt by the Company of the Sale Notice, the Company shall have the option to purchase, or to arrange for one or more Persons designated by the Company to purchase, all (but not less than all) of the Shares covered by the Transfer Offer either (i) for the same consideration and on substantially the same terms terms, conditions and conditions other provisions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority the Board, and otherwise on the same terms, conditions and other provisions as the Offer. The Company agrees to notify the Offeree as promptly as practicable of its decision regarding the members right of the Company's Board of Directors. If the option referred to first refusal set forth in the preceding sentence is exercisedthis Section 2.6(a) but, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicablein no event, shall execute and deliver to it notify the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at later than the end of such 30-day period,.

Rights of First Refusal. (a) Each Management Investor and their Subject to Section 7.3 hereof, if at any time an Other Shareholder or a Permitted Transferees agree that if, prior Transferee of an Other Shareholder wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of its Permitted Transferees receives Common Shares (“Shares”) owned by it (the “Seller”) for cash pursuant to the terms of a bona fide offer (received from a "Transfer Offer") third party, such Seller shall submit to purchase any or all Securities each Investor Holder such offer in writing to sell such Shares (the "Transfer Securities"“Offered Shares”) then on terms and conditions, including price, on which such Seller proposes to sell such Shares to such third party (the “Purchase Offer”). The Purchase Offer shall disclose (i) the identity of the proposed purchaser or transferee, (ii) the Offered Shares proposed to be sold or transferred, (iii) the total number of Shares owned by such Management the Seller, (iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. The Purchase Offer shall further state that each Investor or such Management Investor's Permitted Transferees (collectivelyHolder may acquire, in accordance with the provisions of this Section 7.2, the "Management Investor's Transfer Group") from any Person (Offered Shares for the "Offeror") which any member of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a same price equal to the price contained in, and upon the same terms and conditions as set forth therein. The Purchase Offer shall also provide that, in order for the terms and conditions contained inPurchase Offer to be effective, the Transfer Offer and shall be accompanied by a true and complete copy Investor Holders must purchase an aggregate of the Transfer Offer (which shall identify the Offerorall, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) , of the Transfer Securities Offered Shares. Each Investor Holder shall have the right to purchase that number of the Offered Shares as shall be equal to (i) the aggregate number of Offered Shares multiplied by (ii) its Proportionate Percentage. The amount of shares each Investor Holder is entitled to purchase under this Section 7.2 shall be referred to as its “Pro Rata Share”. Within thirty (30) days after receipt of the Purchase Offer, each Investor Holder shall give notice to such Seller of its intent to purchase all or any portion of its Proportionate Percentage, which communication shall be delivered to such Seller pursuant to Section 10.2 below and shall, when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Investor Holder for the sale and purchase of the Shares covered thereby. In the event that any Investor Holder does not elect to purchase its Pro Rata Share (or any portion thereof) during such thirty (30) day period, then the Seller shall give prompt written notice to each Investor Holder who has elected to purchase its Pro Rata Share, and such Investor Holder who so elect shall have the right to purchase, on a pro rata basis with any Investor Holder who so elect, such Pro Rata Share (or any portion thereof) not purchased by any Investor Holder by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Investor Holder shall elect to purchase all or part of the Offered Shares covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cashPurchase Offer, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined such Investor Holder shall individually communicate in good faith by a majority of the members of the Company's Board of Directors. If the option referred writing such election to in the preceding sentence is exercised, on or prior purchase to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Seller.

Rights of First Refusal. Subject to the terms and conditions set forth in this Section 7.01 and provided that no Event of Default under Sections 9.01(a), (ac), (d), (e), (g) Each Management Investor or (h) of the Master Lease with respect to the Leased Property has occurred (and their Permitted Transferees agree that ifwith respect solely to an Event of Default under Section 9.01(a), prior is continuing at the time of such exercise or at the expiration of the Master Lease or this Lease), Tenant shall have a right of first refusal (the "PURCHASE REFUSAL RIGHT") to a Qualified Public Offering, such Management Investor purchase the Leased Property. If during the Term or any Renewal Term and for a period of thirty (30) days following termination of the Lease (other than as a result of the exercise by Landlord of its Permitted Transferees rights or remedies under the Master Lease), so long as no Event of Default under Sections 9.01(a), (c), (d), (e), (g) or (h) of the Master Lease has occurred (and with respect solely to an Event of Default under Section 9.01(a), is continuing at the time of such exercise or at the expiration of the Master Lease or this Lease), Landlord or any Affiliate of Landlord receives a bona fide third party offer to transfer the Leased Property, then, prior to accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant and Tenant's Lender (a as defined below) ("Transfer OfferLANDLORD'S NOTICE"). Tenant shall have thirty (30) days after receipt of Landlord's Notice to purchase any exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right and thereafter, Landlord or all Securities (its Affiliate may transfer the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyLeased Property; provided, however, that the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member transfer of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) Leased Property is at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, or greater than the price contained in the Transfer Offer Landlord's Notice, and otherwise consistent in all material respects with the other material terms and conditions of set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the Transfer Offer). At any time event that Landlord fails to transfer the Leased Property within 30 days after one year following the date of Landlord's Notice. In the receipt by event that Tenant elects to exercise the CompanyPurchase Refusal Right and to acquire the Leased Property thereby, Vestar and Sheridan of (a) Tenant shall acquire the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and Leased Property on the same terms and conditions and subject to all time periods and other limitations as the Transfer Offer or provided in Landlord's Notice (iiprovided, however, Tenant shall in all events have not less than one hundred twenty (120) if the Transfer Offer includes any consideration other than cash, then, at the sole option days to close its acquisition of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a Leased Property following its written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreementnotice exercising its Purchase Refusal Right), and (b) concurrently with such acquisition, this Lease shall terminate (but Tenant shall remain liable to pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to any accrued Rent due and payable on the closing date in a writing specifying with respect to the Management Investor Offeree's bank account Leased Property and all indemnifications and other wire Transfer instructionsprovisions contained in the Master Lease that survive the expiration of this Lease or the Master Lease shall continue in effect), by wire transferring) and the appropriate amount and Master Lease shall deliver be appropriately amended to reflect the relevant non-cash consideration termination of this Lease. Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any transfer of the Management Investor Offeree against delivery at Leased Property to any Affiliate of Landlord, so long as such Affiliate acquires the principal office of Sheridan of certificates Leased Property subject to this Purchase Refusal Right. A "TRANSFER" is any direct or indirect sale, conveyance or other instruments representing the Transfer Securities so purchaseddisposition, appropriately endorsed by the Management Investor Offeree. If at the end including any transfer of such 30-day period,a controlling ownership interest in any owning partnership, limited liability company or corporation, and including any lease with a term in excess of five (5) years.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that Except with respect to Transfers permitted pursuant to Sections 7.2, if, prior on or after October 31, 1999, a Restricted Member desires to a Qualified Public Offering, such Management Investor or Transfer any of its Permitted Transferees receives Membership Units to any other Person (other than a Restricted Transferee) in a bona fide offer (a "Transfer Offer") to purchase any or all Securities (the "Transfer Securities") then owned by transaction solely for cash consideration, such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Member (the "Offeror") which any member of shall be entitled to do so provided that such Offeror first offers to sell such Membership Interest to the Management Investor's Transfer Group wishes to accept other Restricted Member (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a the same price equal to the price contained in, and upon the same terms and conditions as the Offeror would receive from such other Person. If the Offeror shall Transfer Membership Units which are equal to more than ten percent (10%) of the then aggregate outstanding Membership Units, the member of the Special Committee elected by the BN Managers (if BN Holding or its Affiliate is the Offeror) or by the USO Managers (if USO or its Affiliate is the Offeror) shall be deemed to have resigned effective immediately upon such Transfer. The Offeror shall submit to the Company and the Offeree a written notice (the "Offer Notice") stating in reasonable detail such price and such terms and conditions contained inand identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the Transfer Offer and Membership Units. The Offeree shall be accompanied by have a true and complete copy period of thirty (30) days after the receipt of the Transfer Offer Notice in which to accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Membership Units offered for sale, it shall so indicate within such thirty (which shall identify 30) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the Transfer Securities, the price contained in the Transfer Offer expiration or early termination of any waiting period required by any Governmental Body and the other material terms and conditions receipt of the Transfer Offer). At any time within 30 required approvals of any Governmental Body, shall not be more than thirty (30) days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of Directors. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end giving of such 30-day period,notice.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, at any time after the fifth anniversary of the Closing Date and, in each case, prior to a Qualified Public Offering, such Xxxxxxx & Marsal, an Original Equity Holder, an Institution or a Management Investor Purchaser or any of its their respective Permitted Transferees (an "Offeree") receives a bona fide offer (a "Transfer Offer") to purchase any or all of its Securities (the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer GroupOffer") from any Person a third party (the "Offeror") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree"other than a Transfer pursuant to Section 3.2), the Management Investor such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Company in writing of its wish to accept the Offer (the "Transfer Sale Notice") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to sell the Transfer such Securities to the Company, Vestar and Sheridan Company (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as the terms and conditions contained inof, the Transfer Offer Offer, and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Company shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Company to purchase, all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined in good faith by a majority of the members of the Company's Board of DirectorsDirectors which are not employees or Affiliates of any of the Company and its Subsidiaries (other than by reason of being a director of any thereof), any Original Equity Holder, any Institution, Vestar or Xxxxxxx & Marsal, and otherwise on the same terms and conditions as the Offer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day Business Day after the date of receipt by the Company, Vestar and Sheridan Company of the Transfer Sale Notice the Company, Vestar, Sheridan Company (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan the Company of certificates or other instruments representing the Transfer Securities so being purchased, appropriately endorsed by the Management Investor Offeree. If at the end of the aforementioned 30 Business Day period, the Company (or its designees) has not exercised its option in the manner set forth above, the Offeree may during the succeeding 30 Business Day period sell not less than all of the Securities covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Company to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 3.9. Promptly after such 30-day period,sale, the Offeree 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 requested by the Company. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Company (or its designees) to commit to purchase the aforementioned Securities, the Offeree has not completed the sale of such Securities as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Securities.

Rights of First Refusal. (a) Each Management Investor and their Subject to Section 7.3 hereof, if at any time an Other Stockholder or a Permitted Transferees agree that if, prior Transferee of an Other Stockholder wishes to a Qualified Public Offering, such Management Investor Transfer all or any portion of shares of its Permitted Transferees receives shares of Common Stock ("Shares") owned by it (the "Seller") pursuant to the terms of a bona fide offer (received from a "Transfer Offer") third party, such Seller shall submit to purchase any or all Securities each Investor Holder such offer in writing to sell such Shares (the "Transfer SecuritiesOffered Shares") then owned by on terms and conditions, including price, on which such Management Investor or Seller proposes to sell such Management Investor's Permitted Transferees (collectively, the "Management Investor's Transfer Group") from any Person Shares to such third party (the "OfferorPurchase Offer"). The Purchase Offer shall disclose (i) which any member the identity of the Management Investor's Transfer Group wishes proposed purchaser or transferee, (ii) the Offered Shares proposed to accept be sold or transferred, (iii) the "Management total number of Shares owned by the Seller, (iv) the agreed terms, including price of the sale or transfer, and any other material facts relating to the sale or transfer. The Purchase Offer shall further state that each Investor Offeree")Holder may acquire, in accordance with the provisions of this Section 7.2, the Management Investor Offeree shall cause Offered Shares for the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a same price equal to the price contained in, and upon the same terms and conditions as set forth therein. The Purchase Offer shall also provide that, in order for the terms and conditions contained inPurchase Offer to be effective, the Transfer Offer and shall be accompanied by a true and complete copy Investor Holders must purchase an aggregate of the Transfer Offer (which shall identify the Offerorall, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the right and option to purchase all (but not less than all) , of the Transfer Securities Offered Shares. Each Investor Holder shall have the right to purchase that number of the Offered Shares as shall be equal to (i) the aggregate number of Offered Shares multiplied by (ii) its Proportionate Percentage. The amount of shares each Investor Holder is entitled to purchase under this Section 7.2 shall be referred to as its "Pro Rata Share". Within thirty (30) days after receipt of the Purchase Offer, each Investor Holder shall give notice to such Seller of its intent to purchase all or any portion of its Proportionate Percentage, which communication shall be delivered to such Seller pursuant to Section 10.2 below and shall, when taken in conjunction with the Purchase Offer be deemed to constitute a valid, legally binding and enforceable agreement between the Seller and such Investor Holder for the sale and purchase of the Shares covered thereby. In the event that any Investor Holder does not elect to purchase its Pro Rata Share (or any portion thereof) during such thirty (30) day period, then the Seller shall give prompt written notice to each Investor Holder who has elected to purchase its Pro Rata Share, and such Investor Holder who so elect shall have the right to purchase, on a pro rata basis with any Investor Holder who so elect, such Pro Rata Share (or any portion thereof) not purchased by any Investor Holder by giving notice to the Seller within ten (10) days after receipt of such notice from the Seller. In the event that an Investor Holder shall elect to purchase all or part of the Offered Shares covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cashPurchase Offer, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the equivalent all cash price, determined such Investor Holder shall individually communicate in good faith by a majority of the members of the Company's Board of Directors. If the option referred writing such election to in the preceding sentence is exercised, on or prior purchase to the 60th day after the date of receipt by the Company, Vestar and Sheridan of the Transfer Notice the Company, Vestar, Sheridan or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,Seller.

Rights of First Refusal. Before any shares of Stock registered in the name of Purchaser may be sold or transferred (a) Each Management Investor and their Permitted Transferees agree that ifincluding transfer by operation of law other than as excepted pursuant to Section 4.2 hereof), prior to a Qualified Public OfferingPurchaser must first obtain the written consent of the Company. If such written consent is not given, such Management Investor or any of its Permitted Transferees receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities (then the "Transfer Securities") then owned by such Management Investor or such Management Investor's Permitted Transferees (collectivelyCompany or, if the Company desires, the "Management Investor's Transfer Group") from any Person (the "Offeror") which any member other shareholders of the Management Investor's Transfer Group wishes to accept (the "Management Investor Offeree"), the Management Investor Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the Company, Vestar and Sheridan. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Securities to the Company, Vestar and Sheridan (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days after the date of the receipt by the Company, Vestar and Sheridan of the Transfer Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates shall have the a right and option of first refusal to purchase all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) such shares for the same consideration price and on the same terms and conditions as offered to such prospective purchaser, in accordance with the Transfer Offer or procedures set forth below (ii) if the Transfer Offer includes any consideration "Rights of First Refusal"). If the proposed price per share is to be other than in cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicable, at the then an equivalent all cash price, value shall be determined in good faith by a majority the Board of Directors of the members Company. If a transfer other than a voluntary sale is proposed to be made, then the price per share for purposes of the Rights of First Refusal shall be determined by the mutual agreement of Purchaser and the Company or, if no agreement can be reached, the price shall be the fair market value of such shares, as determined in good faith by the Company's Board of Directors. Prior to any sale or transfer of any shares of the Stock, Purchaser, or the legal representative of Purchaser, shall promptly deliver to the Secretary of the Company a written notice of the price and other terms and conditions of the offer by the prospective purchaser, the identity of the prospective purchaser, and, in the case of a sale, Purchaser's bona fide intention to sell or dispose of such shares together with a copy of a written agreement between Purchaser and the prospective purchaser conditioned only upon the satisfaction of the procedures set forth in these Rights of First Refusal. If the option referred Company does not give its written consent to such transfer, then the Company (or its assignees) shall, for thirty (30) days after such notice from Purchaser, have the right under this Section 4 to purchase some or all such shares, as set forth herein. After the expiration of the Rights of First Refusal, or upon the written consent of the Company to the proposed transfer, Purchaser may sell or transfer the shares specified in the preceding sentence is exercisednotice to the Company, on or prior to the 60th day terms and conditions specified in such notice; provided, however, that the sale must be consummated within three (3) months after the date of receipt by the Company, Vestar notice and Sheridan that all shares sold or transferred shall remain subject to the provisions and restrictions of this Agreement and shall carry a legend to that effect. If the Rights of First Refusal under this Section 4 are not exercised but Purchaser fails to consummate such sale on the same terms and conditions as set forth -3- 4 in the notice to the Company within three (3) months after the date of the Transfer Notice the Companynotice, Vestar, Sheridan or any other designated Affiliates, as applicable, then such Rights of First Refusal shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and shall pay the relevant cash consideration, by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at the principal office of Sheridan of certificates or other instruments representing the Transfer Securities so purchased, appropriately endorsed by the Management Investor Offeree. If at the end of such 30-day period,be reinstated.

Rights of First Refusal. (a) Each Management Investor and their Permitted Transferees agree that ifIf, prior to a Qualified Public Offeringat any time on or after the date hereof, such Management Investor any Xxxx Member or any of its their respective Permitted Transferees (an "OFFEREE") receives a bona fide offer (a "Transfer Offer") to purchase any or all Securities of its Allocated Shares (the "Transfer SecuritiesOFFER") then owned by (and, pursuant to such Management Investor or Offer, such Management Investor's Permitted Transferees (collectivelyStockholder could, without violating the "Management Investor's terms of this Agreement, cause the LLC to Transfer Group"the Shares that are the subject of such Offer) from any Person a Third Party (the "OfferorOFFEROR") which any member of the Management Investor's Transfer Group such Offeree wishes to accept (the "Management Investor Offeree")accept, the Management Investor such Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice notify the Parent in writing of its wish to accept the Offer (the "Transfer NoticeSALE NOTICE") of such Transfer Offer to the Company, Vestar and Sheridan). The Transfer Sale Notice shall also contain an irrevocable offer to sell the Transfer Securities such Allocated Shares to the Company, Vestar and Sheridan Parent (in the manner set forth below) at a purchase price equal to the price contained in, and upon otherwise on the same terms and conditions as the terms and conditions contained inof, the Transfer Offer Stock Offer, and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the Transfer Securities, the price contained in the Transfer Offer and the other material terms and conditions of the Transfer Offer). At any time within 30 days Business Days after the date of the receipt by the Company, Vestar and Sheridan Parent of the Transfer Sale Notice, and subject to Section 3.8(c), the Company, Vestar and Sheridan or any of their designated Affiliates Parent shall have the right and option to purchase commit to purchase, or to arrange for one or more third parties designated by the Parent to purchase, all (but not less than all) of the Transfer Securities Allocated Shares covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or (ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, Vestar, Sheridan, or any of their designated Affiliates, as applicableParent, at the equivalent all cash price, determined in good faith by a majority of nationally recognized independent investment banking firm, and otherwise on the members of same terms and conditions as the Company's Board of DirectorsOffer. If the option referred to in the preceding sentence is exercised, on or prior to the 60th day 30th Business Day after the date of receipt by the Company, Vestar and Sheridan Parent of the Transfer Notice Sale Notice, the Company, Vestar, Sheridan Parent (or any other designated Affiliates, as applicable, shall execute and deliver to the Management Investor Offeree a written agreement in the form included in the Transfer Offer, including representations, warranties, covenants and indemnities, if the Transfer Offer included such written agreement, and its designees) shall pay the relevant cash consideration, consideration by delivering a certified bank check or checks in (or, if the Management Investor Offeree so elects at least three business days Business Days prior to the closing date in a writing specifying the Management Investor Offeree's bank account and other wire Transfer transfer instructions, by wire transferring) the appropriate amount and shall deliver the relevant non-cash consideration to the Management Investor Offeree against delivery at to the principal office of Sheridan Parent by the LLC of certificates or other instruments representing the Transfer Securities so Allocated Shares being purchased, appropriately endorsed by the Management Investor Offeree. If If, at the end of the aforementioned 30 Business Day period, the Parent (or its designees) has not exercised its option in the manner set forth above, the Offeree may during the succeeding 30 Business Day period sell not less than all of the Allocated Shares covered by the Offer to the Offeror at a price and on terms no less favorable to the Offeree than those contained in the Offer. Such Offeror shall agree in a writing in form and substance reasonably satisfactory to the Parent to become a party hereto and be bound to the same extent as the Offeree by the provisions hereof other than this Section 9.7. Promptly after such 30-day period,sale, the Offeree shall notify the Parent 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 requested by the Parent. If, at the end of 30 Business Days following the expiration of the 30 Business Day period for the Parent (or its designees) to commit to purchase the aforementioned Allocated Shares, the Offeree has not completed the sale of such Allocated Shares as aforesaid, all the restrictions on transfer contained herein shall again be in effect with respect to such Allocated Shares.