(c) The Partner desirous of selling or otherwise transferring its Shares (the “Selling Partner”) shall serve a notice (the “Notice") on the other Partner (the “Non- Selling Partner") in writing, specifying the number of Shares proposed to be sold, the price at which the Selling Partner is offering to sell the Shares, the form of consideration, the name and brief particulars of the proposed Transferee, and any other material terms and conditions proposed in respect thereof (including mode of payment).