Common use of Equity Purchase Rights Clause in Contracts

Equity Purchase Rights. (a) In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In So long as the event that the Company shall sell or issue shares of Capital Stock members of the Company Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or securities containing options or rights to acquire any shares of Capital Stock more of the Company votes entitled to any Personbe cast by the then outstanding Voting Stock, each Stockholder that beneficially owns Securities constituting more than 33% the members of the Original Ownership of such Stockholder Travelport Affiliated Group shall have the equity purchase right rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled to purchase Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for its pro rata share limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of Common Stock on which Travelport has provided its consent pursuant to Article Tenth of the same Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the actual Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such stockdetermination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided, however, that in such equity event the members of the Travelport Affiliated Group shall have the right to purchase right shall not extend from OWW, within 60 Business Days (or such longer period (up to shares two years) as is necessary for the members of Capital the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock if such shares are in an amount equal to be issued by the Company amount of Voting Stock it would have received had it been able to effect a mergerpurchase (and, in connection with an arms-length acquisition approved by the Board case of Directors of assets Equity Securities other than Voting Stock, securities exercisable or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans exchangeable for or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by convertible into Voting Stock) the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities Equity Securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.43.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have sufficient authorized and unissued stock to meet all possible equity the option of paying the purchase requests as may be forthcoming price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on such noticethe Fair Market Value of the consideration being received by OWW.

Equity Purchase Rights. 10.1.1. From the Closing Date and for so long as Investor shall beneficially own either 5% of the Class A Stock or 20% of the Class B Stock, if the Company proposes to issue for cash (aexcluding (i) In grants of any options or any other rights to acquire Common Stock pursuant to Stock Plans or as otherwise described in Section 10.3 and issuance of Common Stock pursuant to any such options or other rights (as to which Investor will have the event benefit of Section 10.3), (ii) issuance of shares of Common Stock upon the exercise of any options exercisable for Common Stock that are outstanding as of the Closing Date, (iii) issuance of shares of Common Stock upon the conversion or exercise of any options, warrants, rights or other securities convertible into or exercisable for Common Stock the issuance of which was subject to the provisions of this Section 10.1, (iv) issuance of shares of Common Stock in a Small Offering and (v) the reissuance of Common Stock purchased by the Company subsequent to the Closing Date) any Equity ("Additional Equity") it shall give Investor at least ten days prior written notice (the "Issuance Notice") of such intention, describing the type of Equity, the estimated price and the other terms upon which the Company proposes to issue the Additional Equity and the estimated date of such issuance. If the Company intends to issue Additional Equity in a public offering, then the Issuance Notice may state both the minimum and maximum amount of Additional Equity that the Company intends to issue ("Issuance Range") together with both the minimum and maximum prices ("Price Range") that correspond with the Issuance Range. It is agreed that Investor shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting have no more than 33% of 20 days from the Original Ownership of such Stockholder shall have date the equity purchase right Issuance Notice is received to agree to purchase all or subscribe for any portion of its pro rata share Pro Rata Share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued Additional Equity by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such giving written notice to inform the Company of its intentions as desire to purchase the exercise Additional Equity (the "Response Notice"), subject to obtaining regulatory approval for such purchase and completion of the equity issuance of the Additional Equity as contemplated in the applicable Issuance Notice, and stating therein the amount of Additional Equity to be purchased. Investor shall use all reasonable efforts to obtain such regulatory approval. Such Response Notice shall constitute the irrevocable agreement of Investor to purchase right provided hereunderthe amount of Additional Equity indicated in the Response Notice at the price and upon the terms stated in the Issuance Notice. If no written reply is received Any purchase by the Company Investor of Additional Equity shall be consummated on or prior to the tenth (10th) day before date on which all other Additional Equity described in the contemplated sale date specified in such noticeapplicable Issuance Notice is issued, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) may be up to 90 days of receipt of later than such reoffer. (c) The Company covenants that prior date if Investor cannot consummate such purchase due solely to the sending failure of the notice of proposed sale pursuant Investor to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such noticeobtain regulatory approval.

Equity Purchase Rights. (a) In the event that the Company shall sell or As soon as practicable after determining to issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than AIG or its Subsidiaries (a “Purchase Right Transaction”), Corebridge shall, in writing, offer, subject to consummation of the Company Purchase Right Transaction, to any Personsell to AIG (which offer may be assigned by AIG to a Subsidiary of AIG) the Purchase Right Share Amount at the Purchase Right Share Price. Corebridge shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, each Stockholder that beneficially owns Securities constituting more than 33% including the range of prices (which may be expressed in terms of discount and / or premium to the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) trading price of Common Stock on at the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon time Corebridge enters into a binding agreement to issue Purchase Right shares or consummates the actual sale of such stock; provided, however, that such equity purchase right shall not extend Purchase Right Transaction) within which Corebridge reasonably expects to shares of Capital Stock if such shares are to be issued by sell Purchase Right Shares in the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement Purchase Right Transaction. (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for b) For purposes of this Section 5.47.2, the “Purchase Right Share Price” shall be the lowest purchase price (which need not be determined until the time at which Corebridge enters into definitive documentation with respect to the Purchase Right Transaction), if any, to be paid by the transferee(s) of Purchase Right Shares; and the “Purchase Right Share Amount” shall be that number of the Purchase Right Shares as is equal to the ratio amount obtained by multiplying the total number of Purchase Right Shares by a fraction (the “AIG Share Fraction”), the numerator of which is the number of shares of Common Stock beneficially owned by such Stockholder immediately prior to such issuanceAIG, assuming conversion and exercise the denominator of all convertible securities, rights and warrants, to which is the to­tal total number of shares of Common Stock outstanding immediately prior to such is­suanceoutstanding, assuming full conversion of any preferred stock in each case as of the Company and exercise of all outstanding convertible securities, rights, options and warrants time that Corebridge makes the offer to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders AIG pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 7.2(a). (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. So long as the members of the Citigroup Affiliated Group beneficially own, in aggregate, (a) In the event that the Company shall sell or issue excluding for such purposes shares of Capital Common Stock beneficially owned by Citigroup but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of the Company some entity that is an affiliate of Citigroup being a sponsor or securities containing options advisor of a mutual or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder similar fund that beneficially owns Securities constituting shares of Common Stock) shares entitled to twenty percent (20%) or more than 33% of the Original Ownership votes entitled to be cast by the then outstanding Common Stock, the members of such Stockholder the Citigroup Affiliated Group shall have the equity purchase right rights set forth in this Section 5.1 (the "Equity Purchase Rights"); provided, that the members of the Citigroup Affiliated Group shall not be entitled to purchase Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for its pro rata share limits the granting by TPC of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the Citigroup Affiliated Group (and other than Equity Purchase Shares (i) if TPC then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations, (ii) issued pursuant to the Transactions, (iii) issued in mergers, acquisitions and exchange offers or (iv) pursuant to its equity incentive plans), TPC shall notify Citigroup in writing of Common Stock on such proposed sale (which notice shall specify, to the same extent practicable, the purchase price for, and terms and conditions as such stock is being offered and soldof, such subscription Equity Purchase Shares) and shall offer to sell to Citigroup (which offer may be assigned by Citigroup to another member of the Citigroup Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to other Persons is known to TPC, it shall notify Citigroup (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Citigroup Affiliated Group to obtain regulatory approvals), TPC shall sell to such member of the Citigroup Affiliated Group an amount of Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Citigroup Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Purchase Shares by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Citigroup Affiliated Group immediately prior to the issuance of the Equity Purchase Shares, multiplied by (B) the aggregate number of Equity Purchase Shares being conditioned upon issued by TPC to Persons other than to members of the actual Citigroup Affiliated Group rounded up to the nearest whole Equity Purchase Share. If, at the time of the determination of any Equity Purchase Share Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Purchase Share Amount to the nearest whole Equity Purchase Share. If TPC determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Purchase Shares prior to the members of the Citigroup Affiliated Group having obtained the necessary regulatory approvals, TPC shall notify Citigroup in writing of such stockdetermination and shall then be free so to consummate such issuance and sale without the members of the Citigroup Affiliated Group having the right then to purchase its proportionate share of such Equity Purchase Shares; provided, however, that in such equity event the members of the Citigroup Affiliated Group shall have the right to purchase right shall not extend from TPC, within 60 Business Days (or such longer period (up to shares two years) as is necessary for the members of Capital the Citigroup Affiliated Group to obtain regulatory approvals) Voting Stock if such shares are in an amount equal to be issued by the Company amount of Voting Stock it would have received had it been able to effect a mergerpurchase (and, in connection with an arms-length acquisition approved by the Board case of Directors of assets Equity Purchase Shares other than Voting Stock, securities exercisable or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans exchangeable for or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by convertible into Voting Stock) the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities Equity Purchase Shares offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.45.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Purchase Shares, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company will have sufficient authorized and unissued stock to meet all possible equity Fair Market Value per share of Voting Stock, in each case, at the time of purchase requests as may be forthcoming based on such noticeby the members of the Citigroup Affiliated Group. 1. As used herein, "

Equity Purchase Rights. (a) The Company hereby grants to Tengram, so long as Tengram is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (the “Preemptive Stockholder”) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time after the Closing, propose to sell or issue for cash. The number or amount of New Securities which the Preemptive Stockholder may purchase pursuant to this Section 2.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 2.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. The Preemptive Stockholder may assign its rights to make such purchase to any other member of its Stockholder Group. (b) The Company shall give written notice of a proposed issuance or sale described in Section 2.1(a) to the Preemptive Stockholder within 15 Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 30 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 30-day period following the receipt of an Issuance Notice, the Preemptive Stockholder shall have the right to elect irrevocably to purchase its Pro Rata Portion of the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by the Preemptive Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required approvals of Government Entities and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals and (ii) permit the Preemptive Stockholder to complete its internal capital call process following the 15-day notice period; provided that the extension pursuant to this clause (ii) shall not exceed 60 days. (d) If the Preemptive Stockholder fails to exercise fully the equity purchase right within the periods described above, the Company or the applicable Subsidiary shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which the Preemptive Stockholder failed to exercise the option set forth in this Section 2.1 on terms no less favorable to the Company or the applicable Subsidiary than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within 120 days after the receipt by the Preemptive Stockholder of the Issuance Notice and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required approvals of Government Entities and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company has not sold such New Securities within such 120-day period, the Company shall not thereafter issue or sell or issue shares any New Securities, without first again offering such securities to the Preemptive Stockholder in the manner provided in this Section 2.1. (e) The preemptive rights granted under this ARTICLE II shall terminate on the earliest of Capital Stock (i) the date that Tengram’s beneficial ownership of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata sharewhich, for purposes of this Section 5.4such calculation, is the ratio of the number of shall include shares of Common Stock owned by such Stockholder immediately prior to such issuanceunderlying the Debenture) is less than 20% of the Fully Diluted Common Stock, assuming conversion (ii) the date that Tengram and exercise its Affiliates no longer own at least 50% of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to (which, for purposes of such is­suancecalculation, assuming full conversion shall include shares of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of underlying the Company. (bDebenture) Written notice specifying the contemplated date the new shares of stock or securities subject acquired by Tengram pursuant to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securitiesSecurities Purchase Agreement, and each such Stockholder shall have until ten (10iii) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder anniversary of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferOriginal Agreement. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In So long as a Minority Stockholder shall hold all of its Shares or, if such Minority Stockholder holds less than all of its Shares, so long as the event that only Shares transferred by such Minority Stockholder were to Permitted Transferees of such Minority Stockholder or were transferred pursuant to the Company shall sell or issue drag along rights of the members of the Travelers Affiliated Group pursuant to Section 3(g) hereof, then until the earlier to occur of (i) the consummation of an initial public offering of shares of Capital Common Stock and (ii) the expiration or early termination of the Company Restricted Period, if TAP shall issue and sell shares of Common Stock or any rights, options or warrants to purchase, or securities containing options convertible into or rights exchangeable for Common Stock (an "Equivalent") to acquire any member of the Travelers Affiliated Group at a price per share or Equivalent (after making appropriate adjustments in the case of an Equivalent) less than either (x) the price per share paid by such Minority Stockholder pursuant to its respective Stock Purchase Agreement (as adjusted for stock splits, stock dividends, combinations, reclassifications and other similar events affecting the outstanding shares of Capital Stock Common Stock) or (y) the then book value per share of the Company to any PersonCommon Stock, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of then such Minority Stockholder shall have the equity purchase right to purchase from TAP (or subscribe for its pro rata share (as defined belowfrom members of the Travelers Affiliated Group) shares of Common Stock or Equivalents on the same terms and conditions at the same purchase price as the members of the Travelers Affiliated Group are purchasing from TAP, in an amount sufficient to maintain such stock is being offered Minority Stockholder's relative ownership interest in TAP represented by the Shares and sold, Equivalents previously acquired by such subscription being conditioned upon the actual sale of such stockMinority Stockholder pursuant to this Section 5; provided, howeverhowever that, that notwithstanding anything to the contrary contained herein, such equity purchase right Minority Stockholder shall not extend to shares of Capital Stock if have no such shares are to be issued by the Company to effect a merger, rights in connection with an arms-length acquisition approved issuance and sale by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number TAP of shares of Common Stock or Equivalents pursuant to any employee, director, agency or similar benefit compensation or related plan, arrangement or agreement. For purposes of the foregoing, a Minority Stockholder's relative ownership interest shall be determined assuming that such Minority Stockholder owns any Shares that (i) shall have been transferred to and are then owned by an Affiliate of such Minority Stockholder immediately prior and (ii) that have been sold by such Minority Stockholder-pursuant to such issuance, assuming conversion Section 3(g) hereof. (b) In connection with an issuance and exercise of all convertible securities, rights and warrants, to the to­tal number sale of shares of Common Stock outstanding immediately prior or Equivalents by TAP under which Minority Stockholders shall have rights pursuant to such is­suance, assuming full conversion Section 5(a) hereof, (i) TAP shall deliver written notice to the Minority Stockholders of any preferred stock proposed issuance of shares of Common Stock or Equivalents to members of the Company Travelers Affiliated Group, including the material terms and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock conditions of the Company.offer; and (bii) Written notice specifying within 15 days from the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffernotice, each Minority Stockholder shall deliver written notice to TAP if it intends to exercise its right hereunder, setting forth the number of such shares of Common Stock or Equivalents such Minority Stockholder commits to purchase. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) The Company hereby grants to each Stockholder the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time, propose to sell or issue. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible'or exchangeable security and not to the conversion, exchange or exercise thereof. (b) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Stockholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 15 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 15-day period following the receipt of an Issuance Notice, the Stockholders shall have the right to elect irrevocably to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (provided that, in the event any portion of the purchase price per share to be paid by the proposed purchaser is to be paid in non-cash consideration, the value of any such non-cash consideration per share shall be the Fair Market Value thereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Stockholders shall use their respective best efforts to obtain such approvals. (d) Each Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within 10 days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder. (e) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d) above, the Company shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within 90 days after the expiration of the 10-day period described in Section 4.1(d) and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns has not sold such New Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an armswithin said 90-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeperiod, the Company may treat the equity purchase right of shall not thereafter issue or sell any New Securities, without first again offering such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to in the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth manner provided in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 4.1. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In The Company hereby grants ---------------------- to the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire Investor Stockholder, so long as any shares of Capital Preferred Stock are outstanding, the right to purchase its Pro Rata Portion of all or any part of New Securities which the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which the Investor Stockholder may purchase pursuant to this Section 5.1(a) shall be referred to as the "Equity ------ Purchase Shares". The equity purchase right provided in this Section 5.1(a) --------------- shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof; provided, that with respect to any Personsuch right, each Stockholder that beneficially owns Securities constituting more than 33% of warrant, option -------- or convertible or exchangeable security, the Original Ownership of such Investor Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) Pro Rata Portion of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale a series of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise with terms identical to the Preferred Stock except that the conversion price shall be the exercise, conversion or exchange price of all outstanding such right, warrant, option or convertible securities, rights, options and warrants to acquire Common Stock of the Companyor exchangeable security. (b) Written The Company shall give written notice specifying the contemplated date the new shares of stock a proposed issuance or securities subject sale described in Section 5.1(a) to the equity purchase rights described in paragraph Investor Stockholder within two Business Days following any meeting of the Board at which any such issuance or sale is approved. Such notice (athe "Issuance Notice") above are shall set forth the material --------------- terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be sold issued and the offering terms thereof proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be delivered received by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Investor Stockholder shall have until ten (10) at least 20 days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock proposed issuance or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffersale. (c) The Company covenants that prior At any time during the 20-day period following the receipt of an Issuance Notice, the Investor Stockholder shall have the right to irrevocably elect to purchase up to the sending number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the amount in cash equal to the Fair Market Value of such other property) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of proposed the issuance or sale described in the Issuance Notice. The closing of any purchase by the Investor Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Investor Stockholder shall use their respective best efforts to obtain such approvals. (d If the Investor Stockholder does not elect pursuant to this Section 5.45.1(c) to purchase any of the Equity Purchase Shares, the Company will have sufficient authorized shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice; provided, that (x) such issuance or sale is closed within 90 days after -------- the expiration of the 20-day period described in Section 5.1(c) and unissued stock (y) the price at which the New Securities are transferred must be equal to meet all possible equity or higher than the purchase requests as may price described in the Issuance Notice. Such periods within which such issuance or sale must be forthcoming based on closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such noticeapprovals.

Equity Purchase Rights. (a) In the event that the Company shall sell or As soon as practicable after determining to issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than ING Group or its Subsidiaries (a “Purchase Right Transaction”), the Company shall, in writing, offer, subject to consummation of the Purchase Right Transaction, to sell to ING Group (which offer may be assigned by ING Group to a Subsidiary of ING Group) the Purchase Right Share Amount at the Purchase Right Share Price. The Company shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms of discount and / or premium to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) trading price of Common Stock on at the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by time the Company enters into a binding agreement to effect a merger, in connection with an arms-length acquisition approved by issue Purchase Right shares or consummates the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, Purchase Right Transaction) within which plans or agreements have been or are approved by the Board of Directors of the Company reasonably expects to sell Purchase Right Shares in accordance with the terms of this Agreement Purchase Right Transaction. (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for b) For purposes of this Section 5.45.2, the “Purchase Right Share Price” shall be the lowest purchase price (which need not be determined until the time at which the Company enters into definitive documentation with respect to the Purchase Right Transaction), if any, to be paid by the transferee(s) of Purchase Right Shares; and the “Purchase Right Share Amount” shall be that number of the Purchase Right Shares as is equal to the ratio amount obtained by multiplying the total number of Purchase Right Shares by a fraction (the “Group Share Fraction”), the numerator of which is the number of shares of Common Stock beneficially owned by such Stockholder immediately prior to such issuanceING Group, assuming conversion and exercise the denominator of all convertible securities, rights and warrants, to which is the to­tal total number of shares of Common Stock outstanding immediately prior to such is­suanceoutstanding, assuming full conversion of any preferred stock in each case as of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by time that the Company makes the offer to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders ING Group pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7Section 5.2(a) days of receipt of such reofferhereof. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In So long as the event that the Company shall sell or issue shares of Capital Stock members of the Company Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or securities containing options or rights to acquire any shares of Capital Stock more of the Company votes entitled to any Personbe cast by the then outstanding Voting Stock, each Stockholder that beneficially owns Securities constituting more than 33% the members of the Original Ownership of such Stockholder Travelport Affiliated Group shall have the equity purchase right rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled to purchase Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for its pro rata share limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of Common Stock on which Travelport has provided its consent pursuant to Article , Section of the same Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the actual Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such stockdetermination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided, however, that in such equity event the members of the Travelport Affiliated Group shall have the right to purchase right shall not extend from OWW, within 60 Business Days (or such longer period (up to shares two years) as is necessary for the members of Capital the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock if such shares are in an amount equal to be issued by the Company amount of Voting Stock it would have received had it been able to effect a mergerpurchase (and, in connection with an arms-length acquisition approved by the Board case of Directors of assets Equity Securities other than Voting Stock, securities exercisable or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans exchangeable for or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by convertible into Voting Stock) the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities Equity Securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.43.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have sufficient authorized and unissued stock to meet all possible equity the option of paying the purchase requests as may be forthcoming price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on such noticethe Fair Market Value of the consideration being received by OWW.

Equity Purchase Rights. (a) In the event that the Company shall sell or issue shares of Capital Stock The members of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder Citigroup Affiliated Group shall have the equity purchase right rights set forth in this Section 4.1 (the “Equity Purchase Rights”), so long as the exercise of such Equity Purchase Rights is necessary in order to purchase permit the members of the Citigroup Affiliated Group to continue to account for their investment in Primerica using the equity method of accounting; provided, that the members of the Citigroup Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for its pro rata share limits the granting by Primerica of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person, other than to a member of the Citigroup Affiliated Group (and other than Equity Purchase Shares issued (i) under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations, (ii) pursuant to the Transactions, (iii) in mergers, acquisitions and exchange offers, (iv) pursuant to its equity incentive plans, (v) in connection with third party transactions otherwise permitted by the Primerica Charter to be consummated without the prior written consent of Common Stock on Citigroup or (vi) pursuant to any provision of the same Securities Purchase Agreement), Primerica shall notify Citigroup in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Purchase Shares) and shall offer to sell to Citigroup (which offer may be assigned by Citigroup to another member of the actual Citigroup Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to other Persons is known to Primerica, it shall notify Citigroup (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Citigroup Affiliated Group to obtain regulatory approvals), Primerica shall sell to such member of the Citigroup Affiliated Group an amount of Equity Purchase Shares (the “Equity Purchase Share Amount”) equal to the minimum amount reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group. If Primerica determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Purchase Shares prior to the members of the Citigroup Affiliated Group having obtained the necessary regulatory approvals, Primerica shall notify Citigroup in writing of such stockdetermination and shall then be free so to consummate such issuance and sale without the members of the Citigroup Affiliated Group having the right then to purchase the number of such Equity Purchase Shares reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group; provided, however, that in such equity event the members of the Citigroup Affiliated Group shall have the right to purchase right shall not extend from Primerica, within 60 Business Days (or such longer period (up to shares two years) as is necessary for the members of Capital the Citigroup Affiliated Group to obtain regulatory approvals) Voting Stock if such shares are in an amount equal to be issued by the Company amount of Voting Stock it would have received had it been able to effect a mergerpurchase (and, in connection with an arms-length acquisition approved by the Board case of Directors of assets Equity Purchase Shares other than Voting Stock, securities exercisable or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans exchangeable for or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by convertible into Voting Stock) the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities Equity Purchase Shares offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.44.1, at a per share purchase price equal to the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company Fair Market Value per share of Voting Stock, in each case, at the time of such purchase by the members of the Citigroup Affiliated Group. The purchase and sale of any Equity Purchase Shares pursuant to this Section 4.1 shall take place at 9:00 a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Purchase Shares are issued to Persons other than the members of the Citigroup Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Citigroup indicated in Section 9.1 hereof, or at such other time and place in New York City as Citigroup and Primerica shall agree. At the time of purchase, Primerica shall deliver to Citigroup (or such assignee) certificates (or, in the event that Primerica issues securities to a third party in an uncertificated form, other evidence of ownership) registered in the name of the appropriate members of the Citigroup Affiliated Group representing the shares purchased and the members of the Citigroup Affiliated Group shall transfer to Primerica the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by Primerica, to an account designated by Primerica not less than five Business Days prior to the date of purchase. Primerica and the members of the Citigroup Affiliated Group will have sufficient authorized use their best efforts to comply as soon as practicable with all federal and unissued state laws and regulations and stock exchange listing requirements applicable to meet all possible equity any purchase requests as may be forthcoming based on such noticeand sale of securities under this Section 4.1.

Equity Purchase Rights. (a) In Until the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any PersonTrigger Date, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder ---------------------- NWC shall have the equity purchase right to purchase or subscribe for its pro rata share rights set forth in this Section 5.1 (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock"Equity Purchase Rights"); provided, however, that such equity purchase right NWC shall not extend be -------- ------- entitled to shares Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed or traded, if any, prohibits or limits the granting by NFS of Capital such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the Nationwide Affiliated Group (other than Equity Purchase Shares (i) the issuance of which was consented to by Nationwide pursuant to Section 3.1 hereof, unless such consent specifically references and is conditioned on the exercise by Nationwide of Equity Purchase Rights, (ii) if NFS then has outstanding Public Company Stock, issued under dividend reinvestment plans that offer Voting Stock to security holders at a discount from Average Market Price no greater than is then customary for public corporations, (iii) issued pursuant to the Transactions, or (iv) issued in mergers, acquisitions and exchange offers), NFS shall notify NWC in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and terms and conditions of, such Equity Purchase Shares) and shall offer to sell to NWC (which offer may be assigned by NWC to another member of the Nationwide Affiliated Group) at the purchase price (net of underwriting discounts or commissions, if such shares are any), if any, to be issued paid by the Company transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to effect a mergerbe sold to Persons other than to NWC (or such assignee) is known to NFS, NFS shall notify NWC (or such assignee) of such amount. If such offer is accepted in connection with an arms-length acquisition approved by writing within five Business Days after the Board notice of Directors of assets such proposed sale (or securities of an unaffiliated third party, pursuant such longer period as is necessary for NWC (or such assignee) to employee stock option plans, employee stock purchase plans, restricted stock plans obtain any required regulatory consents or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance optionsapprovals), under a plan NFS shall sell to NWC (or such assignee) an amount of reorganization approved in a proceeding under any applicable act of Congress relating Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the reorganization product of corporations, upon conversion (x) the quotient of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by (1) the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the aggregate number of shares of Common Voting Stock owned by such Stockholder the members of the Nationwide Affiliated Group immediately prior to such issuance, assuming conversion and exercise the issuance of all convertible securities, rights and warrants, to the to­tal Equity Purchase Shares by (2) the aggregate number of shares of Common Outstanding Voting Stock outstanding owned by Persons other than the members of the Nationwide Affiliated Group immediately prior to such is­suancethe issuance of the Equity Purchase Shares, assuming full conversion multiplied by (y) the aggregate number of Equity Purchase Shares being issued by NFS to Persons other than the members of the Nationwide Affiliated Group rounded up to the nearest whole Equity Purchase Share. If, at the time of the determination of any preferred stock of the Company and exercise of all outstanding convertible securitiesEquity Purchase Share Amount, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock any other Person has preemptive or securities subject to the other equity purchase rights described in paragraph (a) above are similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of Persons, rounding up such stock or securities, and each such Stockholder shall have until ten (10) days prior Equity Purchase Share Amount to the contemplated nearest whole Equity Purchase Share. The purchase and sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale any Equity Purchase shares pursuant to this Section 5.45.1 shall take place at 9:00 a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Company Business Day on which such Equity Purchase Shares are issued to Persons other than NWC (or such assignee) and (iii) the fifth Business Day following the expiration of any required regulatory waiting periods or the obtaining of any required regulatory consents or approvals, at the offices of Nationwide. At the time of purchase, NFS shall deliver to NWC (or such assignee) certificates registered in the name of NWC (or such assignee). The purchase price shall be in United States dollars by bank check or wire transfer of immediately available funds, as specified by NWC (or such assignee), not less than one Business Day prior to the date of purchase. NFS and NWC (or such assignee) will have sufficient authorized use their best efforts to comply as soon as practicable with all federal and unissued state laws and regulations and stock exchange listing requirements applicable to meet all possible equity any purchase requests as may be forthcoming based on such noticeand sale of securities under this Section 5.1.

Equity Purchase Rights. (a) In If the Company proposes to issue or sell any Voting Shares pursuant to a transaction in respect of which SPE or USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) (any such Stockholder, an "Offeree"), each Offeree shall have the right, exercisable in whole or in part and subject to the applicable rules of any stock exchange on which the Common Stock shall then be listed, to acquire from the Company up to a number of shares or other amount of Voting Shares equal to the number or amount of Voting Shares proposed to be issued or sold to Persons other than such Offeree or any of its Affiliates (the "Issuance Shares") multiplied by such Offeree's then Applicable Percentage, prior to giving effect to the consummation of the proposed issuance or sale and any acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to each Offeree, the number or amount of Voting Shares which such Offeree may purchase pursuant to this Section 7.1(a) shall be referred to as such Offeree's "Offered Shares"). Notwithstanding anything to the contrary contained in this Section 7.1(a), in the event that SPE and its Permitted Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's Offered Shares will be allocated between Non-Voting Common Stock and Common Stock in the same proportion. (b) The Company shall sell give written notice of a proposed issuance or issue shares sale described in Section 7.1(a) to each Offeree within two Business Days following any meeting of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors at which any such issuance or sale is approved. Such notice (the "Issuance Notice") shall set forth the material terms and conditions of assets such proposed transaction, including the name of any proposed purchaser(s) or securities the proposed manner of disposition, in the case of a public offering, the number or amount and description of the Issuance Shares and, except in the case of a public offering, the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also set forth the number of Offered Shares for all Stockholders and shall be accompanied by any written offer from the prospective purchaser to purchase such Voting Shares, if available and permitted pursuant to the terms thereof. The Issuance Notice shall be received by each Offeree at least 20 days prior to the proposed issuance or sale. (c) At any time during the 20-day period following an Offeree's receipt of an unaffiliated third partyIssuance Notice, each Offeree shall have the right to irrevocably elect to purchase up to the number of such Offeree's Offered Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the equivalent in cash of such price) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase(s) shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by an Offeree may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Offeree shall use their respective best efforts to obtain such approvals. (d) If the Offeree(s) do not elect pursuant to employee stock option plansSection 7.1(c) to purchase Offered Shares, employee stock purchase plansthe Company shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice, restricted stock plans provided that (x) such issuance or other employee benefit plans or other agreements established exclusively for compensatory purposessale is closed within 90 days after the latest of the expiration of the 20-day period described in Section 7.1(c) or, which plans or agreements have been or are approved in the case of a public offering, within 20 days of the declaration by the Board of Directors Commission of the Company effectiveness of the applicable registration statement filed by the Company, (y) the price at which the Voting Shares are transferred must be equal to or higher than the purchase price described in accordance with the terms Issuance Notice (except in the case of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by which case the Board price at which the Voting Shares are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion price) and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (bz) Written notice specifying the contemplated date the new shares of stock or securities subject to Section 7.1(f), the equity purchase rights described in paragraph (a) above are amount of securities to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days issued or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after may be reduced. Such periods within which such fifteen (15) day period issuance or sale must be reoffered closed shall be extended to the Stockholders pursuant extent necessary to the terms of this paragraph. If all of the stock obtain required governmental approvals and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock other required approvals and securities shall be reoffered by the Company shall use its best efforts to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that obtain such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferapprovals. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In So long as the event that the Company shall sell or issue shares of Capital Stock members of the Company AmerUs Affiliated Group own, in the aggregate, directly or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Personindirectly, each Stockholder that beneficially owns Securities constituting more than 33at least 50.1% of the Original Ownership voting power of such Stockholder the Outstanding Voting Stock, the members of the AmerUs Affiliated Group shall have the equity purchase right rights set forth in this Section 5.1 (the "Equity Purchase Rights"); PROVIDED that the members of the AmerUs Affiliated Group shall not be entitled to Equity Purchase rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, or the NASDAQ Stock Market Inc., in the case any Common Stock is listed on the NASDAQ National Market, prohibits or limits the granting by the Company of such Equity Purchase Rights or to the extent that the purchase of Voting Stock by any member of the AmerUs Affiliated Group would cause the Company to be a member of an "affiliated group," as defined in Section 1504(a) of the Internal Revenue Code, which includes AMHC or subscribe for its pro rata share AmerUs Group. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the AmerUs Affiliated Group (and other than Equity Purchase Shares (i) described in clause (x) of Section 3.1(vi) hereof, (ii) if the Company then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to securityholders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporation, (iii) issued pursuant to the Transactions or (iv) issued in mergers, acquisitions and exchange offers), the Company shall notify AMHC in writing of Common Stock on such proposed sale (which notice shall specify, to the same extent practicable, the purchase price for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Purchase Shares) and shall offer to sell to AMHC (which offer may be assigned by AMHC to another member of the actual sale AmerUs Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such stock; providedEquity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to other Persons is known to the Company, howeverit shall notify AMHC (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the AmerUs Affiliated Group to obtain regulatory approvals), that the Company shall sell to such equity purchase right shall not extend member of the AmerUs Affiliated Group an amount of Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the product of (A) the quotient of (x) the number of shares of Capital Voting Stock if such owned by the members of the AmerUs Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Purchase Shares by (y) the aggregate number of shares are of Outstanding Voting Stock owned by Persons other than by members of the AmerUs Affiliated Group immediately prior to be the issuance of the Equity Purchase Shares, multiplied by (B) the aggregate number of Equity Purchase Shares being issued by the Company to effect a mergerPersons other than to members of the AmerUs Affiliated Group rounded up to the nearest whole Equity Purchase Share. If, in connection with an arms-length acquisition approved by at the Board time of Directors the determination of assets or securities of an unaffiliated third partyany Equity Purchase Share Amount, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans any other Person has preemptive or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold and to such Persons, rounding up such Equity Purchase Share Amount to the offering terms thereof shall be delivered by nearest whole Equity Purchase Share. If the Company to each determines in good faith that, in light of the Stockholders no later than fifteen (15) days advice of an investment banking firm advising it or earlier than sixty (60) days prior to such contemplated of its other financial advisors, it must consummate the issuance and sale date of such stock or securities, and each such Stockholder shall have until ten (10) days the Equity Purchase Shares prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise members of the equity purchase right provided hereunder. If no written reply is received by AmerUs Affiliated Group having obtained the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticenecessary regulatory approvals, the Company may treat the equity purchase right shall notify AMHC in writing of such non-responding holder determination and shall then be free so to consummate such issuance and sale without the members of the stock AmerUs Affiliated Group having the right then to have been waived for thatpurchase its proportionate share of such Equity Purchase Shares; PROVIDED, but only for thatHOWEVER, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified that in such notice. Any stock event the members of the AmerUs Affiliated Group shall have the right to purchase from the Company, within 60 Business Days (or securities sold by such longer period (up to two years) as is necessary for the Company after such fifteen (15members of the AmerUs Affiliated Group to obtain regulatory approvals) day period must be reoffered Voting Stock in an amount equal to the Stockholders pursuant amount of Voting Stock it would have received had it been able to purchase (and, in the terms case of this paragraph. If all of Equity Purchase Shares other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the stock and securities Equity Purchase Shares offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.45.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Purchase Shares, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company will have sufficient authorized and unissued stock to meet all possible equity Fair Market Value per share of Voting Stock, in each case, at the time of purchase requests as may be forthcoming based on such noticeby the members of the AmerUs Affiliated Group. 1. As used herein, "

Equity Purchase Rights. (a) In So long as the event that the Company shall sell or issue shares of Capital Stock members of the Company AmerUs Control Group own, in the aggregate, directly or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Personindirectly, each Stockholder that beneficially owns Securities constituting more than 33at least 50.1% of the Original Ownership voting power of such Stockholder the Outstanding Voting Stock, the members of the AmerUs Control Group shall have the equity purchase right rights set forth in this Section 5.1 (the "Equity Purchase Rights"); PROVIDED that the members of the AmerUs Control Group shall not be entitled to Equity Purchase rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, or the NASDAQ Stock Market Inc., in the case any Common Stock is listed on the NASDAQ National Market, prohibits or limits the granting by the Company of such Equity Purchase Rights or to the extent that the purchase of Voting Stock by any member of the AmerUs Control Group would cause the Company to be a member of an "affiliated group," as defined in Section 1504(a) of the Internal Revenue Code, which includes AMHC or subscribe for its pro rata share AmerUs Group. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person other than to a member of the AmerUs Control Group (and other than Equity Purchase Shares (i) described in clause (x) of Section 3.1(vi) hereof, (ii) if the Company then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to securityholders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporation, (iii) issued pursuant to the Transactions or (iv) issued in mergers, acquisitions and exchange offers), the Company shall notify AMHC in writing of Common Stock on such proposed sale (which notice shall specify, to the same extent practicable, the purchase price for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Purchase Shares) and shall offer to sell to AMHC (which offer may be assigned by AMHC to AmerUs Control Group) at the actual sale purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such stock; providedEquity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to other Persons is known to the Company, howeverit shall notify AMHC (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the AmerUs Control Group to obtain regulatory approvals), that the Company shall sell to such equity purchase right shall not extend member of the AmerUs Control Group an amount of Equity Purchase Shares (the "Equity Purchase Share Amount") equal to the product of (A) the quotient of (x) the number of shares of Capital Voting Stock if such owned by the members of the AmerUs Control Group, in the aggregate, immediately prior to the issuance of the Equity Purchase Shares by (y) the aggregate number of shares are of Outstanding Voting Stock owned by Persons other than by members of the AmerUs Control Group immediately prior to be the issuance of the Equity Purchase Shares, multiplied by (B) the aggregate number of Equity Purchase Shares being issued by the Company to effect a mergerPersons other than to members of the AmerUs Control Group rounded up to the nearest whole Equity Purchase Share. If, in connection with an arms-length acquisition approved by at the Board time of Directors the determination of assets or securities of an unaffiliated third partyany Equity Purchase Share Amount, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans any other Person has preemptive or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold and to such Persons, rounding up such Equity Purchase Share Amount to the offering terms thereof shall be delivered by nearest whole Equity Purchase Share. If the Company to each determines in good faith that, in light of the Stockholders no later than fifteen (15) days advice of an investment banking firm advising it or earlier than sixty (60) days prior to such contemplated of its other financial advisors, it must consummate the issuance and sale date of such stock or securities, and each such Stockholder shall have until ten (10) days the Equity Purchase Shares prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise members of the equity purchase right provided hereunder. If no written reply is received by AmerUs Control Group having obtained the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticenecessary regulatory approvals, the Company may treat the equity purchase right shall notify AMHC in writing of such non-responding holder determination and shall then be free so to consummate such issuance and sale without the members of the stock AmerUs Control Group having the right then to have been waived for thatpurchase its proportionate share of such Equity Purchase Shares; PROVIDED, but only for thatHOWEVER, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified that in such notice. Any stock event the members of the AmerUs Control Group shall have the right to purchase from the Company, within 60 Business Days (or securities sold by such longer period (up to two years) as is necessary for the Company after such fifteen (15members of the AmerUs Affiliated Group to obtain regulatory approvals) day period must be reoffered Voting Stock in an amount equal to the Stockholders pursuant amount of Voting Stock it would have received had it been able to purchase (and, in the terms case of this paragraph. If all of Equity Purchase Shares other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the stock and securities Equity Purchase Shares offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.45.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Purchase Shares, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company will have sufficient authorized Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the members of the AmerUs Control Group. The purchase and unissued stock sale of any Equity Purchase Shares pursuant to meet all possible equity purchase requests as may be forthcoming based this Section 5.1 shall take place at 9:00 a.m. on the latest of (i) the fifth Business Day following the acceptance of such notice.offer, (ii) the Business Day on which such Equity Purchase Shares are issued to Persons other than the members of the AmerUs Control Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of AMHC indicated in Section 11.1 hereof, or at such other time and place 1. As used herein, "

Equity Purchase Rights. (a) In From and including the event Closing Date, each Cable Parent and any Subsidiary of a Cable Parent that holds shares of PCS Stock (a "Cable Holder"), shall have the Company right (an "Equity Purchase Right") to purchase from Sprint: (i) if on or after the Closing Date (including in connection with the IPO), Sprint shall sell or issue shares of Capital PCS Stock for cash, that number of additional shares of Series 2 PCS Stock sufficient for such Cable Holder to avoid any reduction in its PCS Group Percentage Interest as in effect immediately prior to the issuance of such shares (which, for the purposes of the Company or securities containing options or rights IPO, shall be determined as if the Mergers occurred immediately prior to acquire any the consummation of the IPO) solely as a result of such issuance; such shares of Capital Series 2 PCS Stock of to be purchased from Sprint at a per share purchase price equal to the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of purchase price paid for such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital PCS Stock if whose issuance gave rise to such shares are to Equity Purchase Right, which purchase price shall be issued by the Company to effect a merger, net of any underwriting discounts in connection with an arms-length acquisition approved by a public offering of shares of PCS Stock; (ii) if after the Board of Directors of assets or securities of an unaffiliated third partyClosing, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively Sprint shall issue for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance cash options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or other securities of Sprint or any of its Controlled Affiliates that are exercisable or exchangeable for or convertible into shares of PCS Stock, that number of such options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions warrants or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not securities sufficient for such Cable Holder to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder avoid any reduction in its PCS Group Percentage Interest as in effect immediately prior to such issuance solely as a result of such issuance; such options, assuming conversion and exercise of all convertible securities, rights and warrants, warrants or other securities to be purchased from Sprint at a price per unit equal to the to­tal per unit purchase price paid for such options, warrants or other securities whose issuance gave rise to such Equity Purchase Right, which purchase price shall be net of any underwriting discounts in connection with a public offering of such options, warrants or other securities; (iii) if after the Closing, the Sprint FON Group contributes to the PCS Group cash or other assets in exchange for an increase in the Sprint FON Group common intergroup interest in the PCS Group, that number of additional shares of Common Series 2 PCS Stock outstanding sufficient for such Cable Holder to avoid any reduction in its PCS Group Percentage Interest as in effect immediately prior to such is­suancecontribution solely as a result of such contribution, assuming full conversion such Series 2 PCS Stock to be purchased at a price per share based on the corresponding per unit price used by the Sprint Board of any preferred stock Directors or its Capital Stock Committee in determining the appropriate adjustment to the Sprint FON Group common intergroup interest as a result of the Company and exercise such contribution of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company.cash or assets; and (biv) Written notice specifying if after the contemplated date Closing, the new shares of stock or securities subject Sprint FON Group contributes to the equity purchase rights described PCS Group cash or other assets in paragraph (a) above are exchange for a preferred or other intergroup interest that is convertible into or exchangeable for a common intergroup interest in the PCS Group, that number of securities having substantially the same terms as such preferred or other intergroup interest sufficient for such Cable Holder to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days avoid any reduction in its PCS Group Percentage Interest as in effect immediately prior to such contemplated sale date contribution solely as a result of such stock or securities, and each contribution; such Stockholder shall have until ten (10) days prior securities to be purchased at a price per share based on the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received corresponding per unit price used by the Company prior to Sprint Board of Directors or its Capital Stock Committee in determining the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right amount of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.the

Equity Purchase Rights. (a) The Company hereby grants to each Stockholder that is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. (b) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Stockholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 15 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 15-day period following the receipt of an Issuance Notice, the Stockholders shall have the right to elect irrevocably to purchase up to its Pro Rata Portion of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (provided that, in the event any portion of the purchase price per share to be paid by the proposed purchaser is to be paid in non-cash consideration, the value of any such non-cash consideration per share shall be the Fair Market Value thereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Stockholders shall use their respective reasonable best efforts to obtain such approvals. (d) Each Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within 10 days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder. (e) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d) above, the Company shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within 90 days after the expiration of the 10-day period described in Section 4.1(d) and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns has not sold such New Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an armswithin said 90-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeperiod, the Company may treat the equity purchase right of shall not thereafter issue or sell any New Securities, without first again offering such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to in the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth manner provided in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 4.1. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In The Company hereby grants to each Significant Purchaser, the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase all or subscribe for part of its pro rata share Pro Rata Share of New Securities (as defined belowherein) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company, from time to time, proposes to sell and issue. A Stockholder’s pro rata share, for For purposes of this Section 5.4purchase right, is the term "Pro Rata Share" shall mean the ratio of the number of shares of Common Stock owned by and Non- Voting Stock which such Stockholder immediately prior shareholder owns or has the right to such issuance, assuming acquire (after giving effect to full conversion and exercise of the Securities as if all convertible securities, rights and warrants, approvals regarding conversion had been received) to the to­tal total number of shares of Common Stock and Non-Voting Stock of the Company outstanding immediately prior (after giving effect to such is­suance, assuming full conversion of the Securities as if approvals regarding conversion had been received). The Significant Purchasers shall have a right of over- allotment pursuant to this Section 5.01 such that to the extent a Significant Purchaser does not exercise its purchase right in full hereunder, such additional shares of New Securities which such Significant Purchaser does not purchase may be purchased by the other Significant Purchasers in proportion to their Pro Rata Share. "New Securities" shall mean any preferred capital stock of the Company or its Subsidiaries or indebtedness convertible into equity of the Company or any of its Subsidiaries whether now authorized or not, and exercise of all outstanding convertible securities, rights, options and or warrants to acquire purchase any of the foregoing, and securities of any type whatsoever that are, or may become convertible into or exchangeable for capital stock or debt securities of the Company or its Subsidiaries issued on or after the date hereof; provided that term "New Securities" does not include (a) securities owned as of the date of this Agreement or securities issued upon conversion thereof in accordance with their terms as in effect on the date hereof, (b) Common Stock issued as a stock dividend to holders of Common Stock or upon any stock split, subdivision or combination of shares of Common Stock, (c) shares (or options or rights to acquire such shares) of the Company. 's Common Stock reserved for issuance upon exercise of options pursuant to the Company's Long-Term Incentive and Stock Option Plan and Non-Employee Director Stock Option Plan in effect on the date hereof that have been or may be granted by the Company's Board of Directors, and (bd) Written notice specifying securities issued in a public offering registered pursuant to the contemplated date Securities Act of 1933, as amended or offerings exempt therefrom pursuant to Rule 144A promulgated under such Act which contemplate the new shares registration of stock such securities or securities subject exchangeable for such securities pursuant to said Act. In the equity purchase rights described in paragraph (a) above are event the Company or any of its Subsidiaries proposes to be sold undertake an issuance of New Securities, the Company shall give each Significant Purchaser written notice of its intention, describing the type of New Securities and the offering price and the terms thereof shall be delivered by upon which the Company or its Subsidiary proposes to each of issue the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder same. Each Significant Purchaser shall have until ten (10) business days prior to from the contemplated sale date specified in of receipt of any such notice to inform agree to purchase up to its Pro Rata Share of such New Securities (and any over-allotment amount pursuant to the operation of this Section 5.01) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event any Significant Purchaser fails to exercise in full its intentions as purchase right (after giving effect to the exercise over-allotment provision of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticethis Section 5.01), the Company may treat shall have ninety (90) days thereafter to sell the New Securities with respect to which such Significant Purchaser's Purchase Right was not exercised, at a price not more favorable to the purchasers thereof than that specified in the Company's notice and upon terms not materially more favorable to the purchasers thereof than those specified in the Company's notice. To the extent the Company or its Subsidiary does not sell all the New Securities offered within said ninety (90) day period, the Company or its Subsidiary shall not thereafter issue or sell such New Securities without first again offering such securities to each Significant Purchaser in a manner provided above. Notwithstanding the foregoing, if the Board of Directors determines in good faith for legal, tax or regulatory reasons or other good reason that it is inappropriate or inadvisable to permit the Significant Purchasers to exercise their equity purchase right rights contained herein, the Board of such non-responding holder Directors of the stock to have been waived for thatCompany, but only for that, transaction, provided by a vote of 80% of the referenced sale takes place no later than fifteen members of the Board of Directors (15) days after which 80% must include one director elected by the contemplated sale date specified in such notice. Any stock holders of the Securities or securities sold by of the Company after which they have the right to acquire hereunder if there is such fifteen (15) day period must be reoffered to a director so elected), then the Stockholders pursuant to the terms of this paragraph. If Company may issue such New Securities as if all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased Significant Purchasers waived their full allotment upon the terms set forth in rights under this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferg). (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In The Company hereby grants to each member of the event that Investor Stockholder Group, and each member of the Dedman Stockholder Group the xxxxx to purchase its, his or her pro rata portion of all or any part of New Securities which the Company shall may, from time to time, propose to sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its issue. A pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata shareportion, for purposes of this Section 5.4Agreement, is the ratio of the number of shares of Common Stock beneficially owned by each such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, any purchase to the to­tal total number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company issued and exercise outstanding at such time on a Fully Diluted Basis. The number or amount of all outstanding convertible securities, rights, options and warrants to acquire Common Stock New Securities which the members of the CompanyInvestor Stockholder Group and the Dedman Stockholder Group max xxxxhase pursuant to this Section 3.1(a) shall be referred to as the "Equity Purchase Shares". The equity purchase right provided in this Section 3.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. (b) Written The Company shall give written notice specifying the contemplated date the new shares of stock a proposed issuance or securities subject sale described in Section 3.1(a) to the equity purchase rights described in paragraph members of the Investor Stockholder Group and the Dedman Stockholder Group withix xxx Business Days following any meeting of the Board at which any such issuance or sale is approved. Such notice (athe "Issuance Notice") above are shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s) or the proposed manner of disposition, the number or amount and description of the shares proposed to be sold issued and the offering terms thereof proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. The Issuance Notice shall be delivered received by the Company to each members of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, Investor Stockholder Group and each such the Dedman Stockholder shall have until ten (10) Group at lexxx 00 days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock proposed issuance or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffersale. (c) The Company covenants that prior At any time during the 20-day period following the receipt of an Issuance Notice, such Stockholders shall have the right to irrevocably elect to purchase up to the sending number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the equivalent in cash of such price) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of proposed the issuance or sale pursuant described in the Issuance Notice. The closing of any purchase by any member of the Investor Stockholder Group or any member of the Dedman Stockholder Group may bx xxxended beyond the closing of the transaction described in the Issuance Notice to this the extent necessary to obtain required governmental approvals and other required approvals and the Company and the offeree shall use their respective best efforts to obtain such approvals. (d) If none of the members of the Investor Stockholder Group or the Dedman Stockholder Group elect xxxxxant to Section 5.43.1(c) to purchase any of the Equity Purchase Shares, the Company will have sufficient authorized shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice, provided that (x) such issuance or sale is closed within 90 days after the expiration of the 20-day period described in Section 3.1(c), (y) the price at which the New Securities are transferred must be equal to or higher than the purchase price described in the Issuance Notice and unissued stock (z) subject to meet all possible equity purchase requests as Section 3.1(e), the amount of securities to be issued or sold by the Company may be forthcoming based on reduced. Such periods within which such noticeissuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. (e) To the extent that, after the election to acquire Equity Purchase Shares pursuant to the purchase right under this Section 3.1, the number of New Securities shall be reduced (whether at the discretion of the Company or otherwise), then the number of shares or other amount of Equity Purchase Shares that the members of the Investor Stockholder Group and the Dedman Stockholder Group have xxx xxght to acquire under this Section 3.1 shall be reduced pro rata and such Stockholders' elections shall be deemed to have been their respective irrevocable commitments to purchase such reduced number of shares or other amount of such Equity Purchase Shares.

Equity Purchase Rights. (a) The Company hereby grants to each Stockholder (and such Stockholder’s Affiliates that are Transferred Equity Securities) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company may, from time to time, propose to sell or issue. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. (b) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved and at least fifteen (15) days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 15-day period following the receipt of an Issuance Notice, the Stockholders shall have the right to elect irrevocably to purchase its Pro Rata Portion of the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (provided that, in the event any portion of the purchase price per share to be paid by the proposed purchaser is to be paid in non-cash consideration, the value of any such non-cash consideration per share shall be the Fair Market Value thereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required governmental approvals and other required approvals and the Company and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals and (ii) permit the Stockholders or their Affiliates to complete their internal capital call process; provided that the extension pursuant to this clause (ii) shall not exceed 30 days. (d) Each Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Stockholder or Affiliate of any Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within ten (10) days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder. (e) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d) above, the Company shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within ninety (90) days after the expiration of the 10-day period described in Section 4.1(d) and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns has not sold such New Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an armswithin said 90-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeperiod, the Company may treat the equity purchase right of shall not thereafter issue or sell any New Securities, without first again offering such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to in the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth manner provided in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 4.1. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In Until the event that Second Trigger Date the Company shall sell or issue shares of Capital Stock members of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder Liberty Mutual Affiliated Group shall have the equity purchase right rights set forth in this Section 7.1 (the “Equity Purchase Rights”); provided that the members of the Liberty Mutual Affiliated Group shall not be entitled to purchase Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for limits the granting by Agency Markets of such Equity Purchase Rights; provided, further, that if any such prohibition or limitation exists, Agency Markets will use its pro rata share best efforts (as defined below) including by seeking to obtain any required stockholder approval of any issuance of Common Stock on pursuant to such Equity Purchase rights) to render such prohibition or limitation inapplicable to the same issuance of Common Stock pursuant to such Equity Purchase Rights. (b) As soon as practicable after determining to issue Equity Purchase Shares, and in any event if possible at least five (5) Business Days prior to the issuance of Equity Purchase Shares to any Person, other than to a member of the Liberty Mutual Affiliated Group, Agency Markets shall notify Liberty Mutual in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, number, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Purchase Shares) and shall offer to sell to Liberty Mutual (which offer may be assigned by Liberty Mutual to another member of the actual sale Liberty Mutual Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such stockEquity Purchase Shares an amount of Equity Purchase Shares determined as provided below; provided, however, that such equity purchase right the foregoing obligation shall not extend apply to shares any Equity Purchase Shares issued (i) under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations, (ii) pursuant to the Transactions or (iii) under Agency Markets’ equity incentive plans, except in each case when the issuance of Capital Stock if such shares are Equity Purchase Shares would (A) in the event that the Voting Ownership Percentage or Value Ownership Percentage immediately prior to such issuance is at or above eighty and one-tenth percent (80.1%), cause the Voting Ownership Percentage or Value Ownership Percentage to fall below eighty and one-tenth percent (80.1%) or (B) in the event that the Voting Ownership Percentage or Value Ownership Percentage is below eighty and one-tenth percent (80.1%) prior to such issuance, cause any Trigger Date to occur. Immediately after the amount of Equity Purchase Shares to be issued by sold to other Persons is known to Agency Markets, it shall notify Liberty Mutual (or such assignee) of such amount. If such offer is accepted in writing within five (5) Business Days after the Company to effect a merger, in connection with an arms-length acquisition approved by notice of such proposed sale (or such longer period as is necessary for the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors members of the Company in accordance with the terms of this Agreement (including any management performance optionsLiberty Mutual Affiliated Group to obtain regulatory approvals), under a plan Agency Markets shall sell to such member of reorganization approved in a proceeding under any applicable act the Liberty Mutual Affiliated Group an amount of Congress relating Equity Purchase Shares (the “Equity Purchase Share Amount”) equal to the reorganization product of corporations, upon conversion (A) the quotient of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of (x) the number of shares of Common Voting Stock owned by such Stockholder the members of the Liberty Mutual Affiliated Group, in the aggregate, immediately prior to such issuance, assuming conversion and exercise the issuance of all convertible securities, rights and warrants, to the to­tal Equity Purchase Shares by (y) the aggregate number of shares of Common Outstanding Voting Stock outstanding owned by Persons other than by members of the Liberty Mutual Affiliated Group immediately prior to such is­suancethe issuance of the Equity Purchase Shares, assuming full conversion multiplied by (B) the aggregate number of Equity Purchase Shares proposed to be issued by Agency Markets to Persons other than to members of the Liberty Mutual Affiliated Group rounded up to the nearest whole Equity Purchase Share. If, at the time of the determination of any preferred stock of the Company and exercise of all outstanding convertible securitiesEquity Purchase Share Amount, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock any other Person has preemptive or securities subject to the other equity purchase rights described in paragraph (a) above are similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of Persons, rounding up such stock or securities, and each such Stockholder shall have until ten (10) days prior Equity Purchase Share Amount to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffernearest whole Equity Purchase Share. (c) The Company covenants that prior to the sending purchase and sale of the notice of proposed sale any Equity Purchase Shares pursuant to this Section 5.47.1 shall take place at 9:00 a.m. on the latest of (i) the fifth (5th) Business Day following the acceptance of such offer, (ii) the Company Business Day on which such Equity Purchase Shares are issued to Persons other than the members of the Liberty Mutual Affiliated Group and (iii) the fifth (5th) Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Liberty Mutual indicated in Section 10.1 hereof, or at such other time and place in Boston, Massachusetts as Liberty Mutual and Agency Markets shall agree. At the time of purchase, Agency Markets shall deliver to Liberty Mutual (or such assignee) certificates (or, in the event that Agency Markets determines to issue securities in an uncertificated form, other evidence of ownership) registered in the name of the appropriate members of the Liberty Mutual Affiliated Group representing the shares purchased and the members of the Liberty Mutual Affiliated Group shall transfer to Agency Markets the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by Agency Markets, to an account designated by Agency Markets not less than five (5) Business Days prior to the date of purchase. Agency Markets and the members of the Liberty Mutual Affiliated Group will have sufficient authorized use their best efforts to comply as soon as practicable with all federal and unissued state laws and regulations and stock exchange listing requirements applicable to meet all possible equity any purchase requests as may be forthcoming based on such noticeand sale of securities under this Section 7.1.

Equity Purchase Rights. (a) In the event that If the Company shall propose to sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any PersonNew Securities, each Stockholder that beneficially owns holds, together with its Permitted Transferees, an amount of Company Securities constituting more equal to or greater than 330.5% of the Original Ownership aggregate amount of such Stockholder Company Securities (each, a “Preemptive Offeree”) shall have the equity purchase right (the “Preemptive Right”) to purchase or subscribe for its pro rata share (as defined below) of Common Stock purchase, on the same terms and conditions as such stock is being offered and soldthe Company proposes to issue the New Securities, such subscription being conditioned upon the actual sale up to that number of such stock; provided, however, that such equity purchase right shall not extend New Securities equal to shares the product of Capital Stock if such shares are (i) the total number of New Securities to be issued by the Company to effect on the applicable issuance date and (ii) a mergerfraction, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose numerator of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock Company Securities beneficially owned by such Stockholder Preemptive Offeree immediately prior to such issuance, assuming conversion and exercise the denominator of all convertible securities, rights and warrants, to which is the to­tal total number of shares of Common Stock Company Securities outstanding immediately prior to such is­suanceissuance (the “Preemptive Portion”); provided, assuming full conversion of any preferred stock of that the Company and exercise shall at all times reserve a sufficient number of all outstanding convertible securities, rights, options and warrants to acquire authorized shares of Common Stock of to issue Company Securities under the CompanyEquity Incentive Plan pursuant to the terms thereof and Section 4.3. In the event that a Preemptive Offeree electing to purchase New Securities up to such Preemptive Offeree’s Preemptive Portion holds Class B Common Stock, such Preemptive Offeree shall only be entitled to receive under this Section 4.1 Company Securities that are identical in all respects to the New Securities being issued except that such securities shall be non-voting. (b) Written notice specifying the contemplated date the new shares of stock or securities subject At least twenty (20) Business Days prior to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by proposed issuance of any New Securities, the Company shall deliver to each of Preemptive Offeree written notice (the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date “Issuance Notice”), setting forth in reasonable detail the amount, type and terms of such stock or securitiesNew Securities. Each Preemptive Offeree shall, and each such Stockholder shall have until within ten (10) days prior Business Days from receipt of the Issuance Notice, send irrevocable written notice (an “Election Notice”) to the contemplated sale date specified in such notice Company indicating whether it has elected to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeNew Securities and, if so, the Company may treat number of New Securities it intends to purchase. For the equity purchase right avoidance of such non-responding holder of the stock doubt, a Preemptive Offeree shall be deemed to have been waived for that, but only for that, transaction, provided its Preemptive Right if it fails to deliver an Election Notice within the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day time period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth prescribed in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 4.1(b). (c) The Company covenants that prior Preemptive Offerees shall have a right of oversubscription such that, if any Preemptive Offeree does not elect to the sending purchase New Securities or elects to purchase less than all of its Preemptive Portion of the notice New Securities, each Preemptive Offeree that accepted the Preemptive Offer shall have the right to purchase its pro rata portion (based on the aggregate number of proposed sale pursuant New Securities elected to this be purchased by all Preemptive Offerees) of the remaining New Securities. (d) If all of the New Securities are not elected to be purchased as provided in Section 5.44.1(b) and Section 4.1(c), the Company will have sufficient authorized may, during a period of ninety (90) days from the date Election Notices were due to be sent to the Company, sell or issue the remaining unsubscribed portion of the New Securities to any Person at a price not less than, and unissued stock to meet all possible equity purchase requests as may upon the terms set forth in, the Issuance Notice. (e) The closing of the sale of the New Securities shall be forthcoming based held at such place and on such noticedate as determined by the Company. If the Company has not sold the New Securities, or entered into an agreement to sell the New Securities, within ninety (90) days from the date Election Notices were due to be sent to the Company, the Company shall not thereafter issue or sell such New Securities without complying with the provisions of this Section 4.1.

Equity Purchase Rights. (a) In Subject to Section 4.1(g), the event Company hereby grants to the KKR Investor and the DLJMB Funds the right to purchase 60% and 40%, respectively, of any part of any New Securities that the Company shall may, from time to time, propose to sell or issue shares of Capital Stock until the KKR Investor (and its Permitted Transferees) first owns not less than 50% of the Company or securities containing options or rights Class A Common Stock then outstanding assuming the Class C Stock is converted into Class A Stock (such right, the “Initial Equity Purchase Right”). The Initial Equity Purchase Right shall cease if the KKR Investor declines the Company’s offer to acquire purchase any shares of Capital Class A Common Stock pursuant to such right. At such time as the KKR Investor (and its Permitted Transferees) acquires such amount of shares of Class A Common Stock that upon conversion of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33Class C Common Stock would give the Investor 50% of the Original Ownership issued and outstanding Class A Common Stock, the share of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Class C Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale shall be converted into one share of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. Class A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the CompanyStock. (b) Written notice specifying the contemplated date the new shares of stock or securities subject Subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeInitial Equity Purchase Right, the Company may treat hereby grants to each Stockholder the equity right to purchase right its Pro Rata Portion of such non-responding holder all or any part of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by New Securities that the Company after may, from time to time, propose to sell or issue (such fifteen (15right the “Equity Purchase Right”). The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(b) day period must shall be reoffered referred to as the “Equity Purchase Shares.” The Equity Purchase Right provided in this Section 4.1(b) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholdersconversion, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exchange or exercise their purchase rights within seven (7) days of receipt of such reofferthereof. (c) The Company covenants that shall give written notice of a proposed issuance or sale described in Section 4.1(a) or (b) to the Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved and at least fifteen (15) days prior to the sending proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the name of any proposed purchaser(s), the proposed manner of disposition, the number or amount and description of the New Securities proposed to be issued, the proposed issuance date and the proposed purchase price per share of New Securities, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (d) At any time during the 15-day period following the receipt of an Issuance Notice, the Stockholders shall have the right to elect irrevocably to purchase up to the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice (provided that, in the event any portion of the purchase price per share to be paid by the proposed purchaser is to be paid in non-cash consideration, the value of any such non-cash consideration per share shall be the Fair Market Value thereof) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Stockholders shall use their respective best efforts to obtain such approvals. (e) Each Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if the other Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within ten (10) days from the date that the Company provides written notice of proposed sale the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their Equity Purchase Rights hereunder. (f) If any Stockholder or Exercising Stockholder fails to exercise fully the Equity Purchase Right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to this Section 5.44.1(e) above, the Company will have sufficient authorized shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within ninety (90) days after the expiration of the 10-day period described in Section 4.1(e) and unissued stock (y) the price at which the New Securities are Transferred must be equal to meet all possible equity or higher than the purchase requests price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required governmental approvals and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company has not sold such New Securities within said 90-day (as may be forthcoming based on extended in accordance with the preceding sentence) period, the Company shall not thereafter issue or sell any New Securities, without first again offering such noticesecurities to the Stockholders in the manner provided in this Section 4.1. (g) The Parties to this Agreement acknowledge that Syndicate Stockholders, the Management Stockholders and Mxxx Xxxxxx have the right to purchase their Pro Rata Portion of Equity Purchase Shares under Sections 4.1(a) and (b). The exercise of such Equity Purchase Rights (by Mx. Xxxxxx or any other holder of shares of Common Stock (other than the KKR Investor or the DLJMB Funds) with respect to shares of Common Stock acquired at or subsequent to the Closing) shall reduce the Equity Purchase Shares of the KKR Investor and the DLJMB Funds pro rata and the exercise of Equity Purchase Rights by Syndicate Stockholders and Management Stockholders with respect to shares of Common Stock held by them immediately prior to the Closing shall reduce only the Equity Purchase Shares available for purchase by the DLJMB Funds; provided that the Equity Purchase Rights of any Syndicate Stockholder that is a Non-Purchasing Stockholder shall be made available first to the DLJMB Funds and second to the KKR Investor. (h) Each of the Stockholders shall have the right to assign its rights under this Section 4.1 to any Person such Stockholder may select, other than a Company Competitor.

Equity Purchase Rights. (a) In If the Company proposes to issue or sell any Voting Shares pursuant to a transaction in respect of which SPE or USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) (any such Stockholder, an "Offeree"), each Offeree shall have the right, exercisable in whole or in part and subject to the applicable rules of any stock exchange on which the Common Stock shall then be listed, to acquire from the Company up to a number of shares or other amount of Voting Shares equal to the number or amount of Voting Shares proposed to be issued or sold to Persons other than such Offeree or any of its Affiliates (the "Issuance Shares") multiplied by such Offeree's then Applicable Percentage, prior to giving effect to the consummation of the proposed issuance or sale and any acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to each Offeree, the number or amount of Voting Shares which such Offeree may purchase pursuant to this Section 7.1(a) shall be referred to as such Offeree's "Offered Shares"). Notwithstanding anything to the contrary contained in this Section 7.1(a), in the event that SPE and its Permitted Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's Offered Shares will be allocated between Non-Voting Common Stock and Common Stock in the same proportion. (b) The Company shall sell give written notice of a proposed issuance or issue shares sale described in Section 7.1(a) to each Offeree within two Business Days following any meeting of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors at which any such issuance or sale is approved. Such notice (the "Issuance Notice") shall set forth the material terms and conditions of assets such proposed transaction, including the name of any proposed purchaser(s) or securities the proposed manner of disposition, in the case of a public offering, the number or amount and description of the Issuance Shares and, except in the case of a public offering, the proposed purchase price per share, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof. Such notice shall also set forth the number of Offered Shares for all Stockholders and shall be accompanied by any written offer from the prospective purchaser to purchase such Voting Shares, if available and permitted pursuant to the terms thereof. The Issuance Notice shall be received by each Offeree at least 20 days prior to the proposed issuance or sale. (c) At any time during the 20-day period following an Offeree's receipt of an unaffiliated third partyIssuance Notice, each Offeree shall have the right to irrevocably elect to purchase up to the number of such Offeree's Offered Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the equivalent in cash of such price) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase(s) shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by an Offeree may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Offeree shall use their respective best efforts to obtain such approvals. 62 58 (d) If the Offeree(s) do not elect pursuant to employee stock option plansSection 7.1(c) to purchase Offered Shares, employee stock purchase plansthe Company shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice, restricted stock plans provided that (x) such issuance or other employee benefit plans or other agreements established exclusively for compensatory purposessale is closed within 90 days after the latest of the expiration of the 20-day period described in Section 7.1(c) or, which plans or agreements have been or are approved in the case of a public offering, within 20 days of the declaration by the Board of Directors Commission of the Company effectiveness of the applicable registration statement filed by the Company, (y) the price at which the Voting Shares are transferred must be equal to or higher than the purchase price described in accordance with the terms Issuance Notice (except in the case of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by which case the Board price at which the Voting Shares are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion price) and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (bz) Written notice specifying the contemplated date the new shares of stock or securities subject to Section 7.1(f), the equity purchase rights described in paragraph (a) above are amount of securities to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days issued or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after may be reduced. Such periods within which such fifteen (15) day period issuance or sale must be reoffered closed shall be extended to the Stockholders pursuant extent necessary to the terms of this paragraph. If all of the stock obtain required governmental approvals and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock other required approvals and securities shall be reoffered by the Company shall use its best efforts to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that obtain such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferapprovals. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In If the Company proposes to issue or sell any Voting Shares pursuant to a transaction in respect of which SPE or USI shall have the right to consent pursuant to clause (vii) of Section 3.1(a) (any such Stockholder. an "Offeree"), each Offeree shall have the right, exercisable in whole or in part and subject to the applicable rules of any stock exchange on which the Common Stock shall then be listed, to acquire from the Company a portion of the Voting Shares proposed to be issued or sold to Persons other than such Offeree or any of its Affiliates (the "Issuance Shares") up to an amount equal to the number or other amount of the Issuance Shares multiplied by such Offeree's then Applicable Percentage, prior to giving effect to the consummation of the proposed issuance or sale and any acquisition by an Offeree pursuant to this Section 7.1(a) (with respect to each Offeree, the number or amount of Voting Shares which such Offeree may purchase pursuant to this Section 7.1(a) shall be referred to as such Offeree's "Offered Shares"). Notwithstanding anything to the contrary contained in this Section 7.1(a), in the event that SPE and its Permitted Transferees beneficially own Non-Voting Common Stock and Common Stock, SPE's Offered Shares will be allocated between Non-Voting Common Stock and Common Stock in the same proportion. (b) The Company shall sell give written notice of a proposed issuance or issue shares sale described in Section 7.1(a) to each Offeree within two Business Days following any meeting of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors at which any such issuance or sale is approved. Such notice (the "Issuance Notice") shall set forth the material terms and conditions of assets such proposed transaction, including the name of any proposed purchaser(s) or securities the proposed manner of disposition, in the case of a public offering, the number or amount and description of the Issuance Shares and, except in the case of a public offering, the proposed purchase price per share, including a description of any non-cash considera- tion sufficiently detailed to permit valuation thereof. Such notice shall also set forth the number of Offered Shares for all Stockholders and shall be accompanied by any written offer from the prospective purchaser to purchase such Voting Shares, if available and permitted pursuant to the terms thereof. The Issuance Notice shall be received by each Offeree at least 20 days prior to the proposed issuance or sale. (c) At any time during the 20-day period following an Offeree's receipt of an unaffiliated third partyIssuance Notice, each Offeree shall have the right to irrevocably elect to purchase up to the number of such Offeree's Offered Shares at the purchase price set forth in the Issuance Notice (or if such price includes property other than cash, the equivalent in cash of such price) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase(s) shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by an Offeree may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Offeree shall use their respective best efforts to obtain such approvals. (d) If the Offeree(s) do not elect pursuant to employee stock option plansSection 7.1(c) to purchase Offered Shares, employee stock purchase plansthe Company shall be free to complete the proposed issuance or sale described in the Issuance Notice on terms no less favorable to the Company than those set forth in the Issuance Notice, restricted stock plans provided that (x) such issuance or other employee benefit plans or other agreements established exclusively for compensatory purposessale is closed within 90 days after the latest of the expiration of the 20-day period described in Section 7.1(c) or, which plans or agreements have been or are approved in the case of a public offering, within 20 days of the declaration by the Board of Directors Commission of the Company effectiveness of the applicable registration statement filed by the Company, (y) the price at which the Voting Shares are transferred must be equal to or higher than the purchase price described in accordance with the terms Issuance Notice (except in the case of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by which case the Board price at which the Voting Shares are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion price) and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (bz) Written notice specifying the contemplated date the new shares of stock or securities subject to Section 7.1(f), the equity purchase rights described in paragraph (a) above are amount of securities to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days issued or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after may be reduced. Such periods within which such fifteen (15) day period issuance or sale must be reoffered closed shall be extended to the Stockholders pursuant extent necessary to the terms of this paragraph. If all of the stock obtain required governmental approvals and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock other required approvals and securities shall be reoffered by the Company shall use its best efforts to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that obtain such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferapprovals. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) The Company hereby grants to each Stockholder that is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (each, a “Preemptive Stockholder”) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time after the Closing, propose to sell or issue for cash. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 3.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 3.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. Each Preemptive Stockholder may assign its rights to make such purchase to any other member of its Stockholder Group. (b) The Company shall give written notice of a proposed issuance or sale described in Section 3.1(a) to the Preemptive Stockholders within 15 Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 30 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued, the proposed issuance date and the proposed purchase price per share. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 30-day period following the receipt of an Issuance Notice, each Preemptive Stockholder shall have the right to elect irrevocably to purchase its Pro Rata Portion of the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Preemptive Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required approvals of Government Entities and other required approvals and the Company and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals and (ii) permit the Preemptive Stockholders to complete their internal capital call process following the 15-day notice period; provided that the extension pursuant to this clause (ii) shall not exceed 60 days. (d) Each Preemptive Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder or Affiliate of any Preemptive Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within 10 days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their purchase rights hereunder. (e) If any Stockholder or Exercising Stockholder fails to exercise fully the equity purchase right within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 3.1(d), the Company or the applicable Subsidiary shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 3.1 on terms no less favorable to the Company or the applicable Subsidiary than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within 90 days after the expiration of the 10-day period described in Section 3.1(d) and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required approvals of Government Entities and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company has not sold such New Securities within such 90-day period, the Company shall not thereafter issue or sell or issue shares any New Securities, without first again offering such securities to the Stockholders in the manner provided in this Section 3.1. (f) The preemptive rights granted under this ARTICLE III to each party shall terminate on the earliest of Capital Stock (i) the date that Tengram’s beneficial ownership of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata sharewhich, for purposes of this Section 5.4such calculation, is the ratio of the number of shall include shares of Common Stock owned by such Stockholder immediately prior to such issuanceunderlying the Debenture) is less than 20% of the Fully Diluted Common Stock, assuming conversion (ii) the date that Tengram and exercise its Affiliates no longer own at least 50% of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to (which, for purposes of such is­suancecalculation, assuming full conversion shall include shares of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of underlying the Company. (bDebenture) Written notice specifying the contemplated date the new shares of stock or securities subject acquired by Tengram pursuant to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securitiesSecurities Purchase Agreement, and each such Stockholder shall have until ten (10iii) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder anniversary of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.Agreement

Equity Purchase Rights. (a) In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; providedPROVIDED, howeverHOWEVER, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s 's pro rata share, for purposes of this Section SECTION 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal total number of shares of Common Stock outstanding immediately prior to such is­suanceissuance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph PARAGRAPH (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided PROVIDED the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section SECTION 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) The Company hereby grants to each Stockholder that is a member of a Principal Stockholder Group and Citigroup and Charlotte Investor and is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act) (each, a “Preemptive Stockholder”) the right to purchase its Pro Rata Portion of all or any part of New Securities that the Company or any Subsidiary may, from time to time after the consummation of the Spin-Off, propose to sell or issue for cash. The number or amount of New Securities which the Stockholders may purchase pursuant to this Section 4.1(a) shall be referred to as the “Equity Purchase Shares.” The equity purchase right provided in this Section 4.1(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof. Each Preemptive Stockholder may assign its rights to make such purchase to any other member of its Principal Stockholder Group, if any (including a Co-investment Vehicle formed for the purpose of funding the exercise of preemptive rights under this Section 4.1, it being understood and agreed that any such Co-investment Vehicle shall become a party to this Agreement by completing and executing a signature page hereto (including the address of such party) and all such other agreements or documents as may reasonably be requested by the Company as a condition of the assignment of any Stockholder’s rights under this Section 4.1 to such Co-investment Vehicle). (b) The Company shall give written notice of a proposed issuance or sale described in Section 4.1(a) to the Preemptive Stockholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved and at least 15 days prior to the proposed issuance or sale. Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed transaction, including the proposed manner of disposition, the number or amount and description of the New Securities proposed to be issued, the proposed issuance date and the proposed purchase price per share. Such notice shall also be accompanied by any written offer from the prospective purchaser to purchase such New Securities. (c) At any time during the 15-day period following the receipt of an Issuance Notice, each Preemptive Stockholder shall have the right to elect irrevocably (except as provided in the proviso to this sentence) to purchase its Pro Rata Portion of the number of the Equity Purchase Shares at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company; provided if there is a material change in the terms of the New Securities, the Company shall give written notice of such change as promptly as practicable to the Preemptive Stockholders, in which case any Preemptive Stockholder may revoke any such election made by such Preemptive Stockholder by delivering a written notice to the Company. Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of any purchase by any Preemptive Stockholder may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to (i) obtain required approvals of Government Entities and other required approvals and the Company and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals and (ii) permit the Preemptive Stockholders to complete their internal capital call process following the 15-day notice period; provided that the extension pursuant to this clause (ii) shall not exceed 60 days. (d) Each Preemptive Stockholder exercising its right to purchase its respective portion of the Equity Purchase Shares in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder or Affiliate of any Preemptive Stockholder fails to exercise its right hereunder to purchase its full Pro Rata Portion of New Securities (a “Non-Purchasing Stockholder”), such Exercising Stockholder may purchase its Pro Rata Portion of such securities by giving written notice to the Company within 10 days from the date that the Company provides written notice of the amount of New Securities as to which such Non-Purchasing Stockholders have failed to exercise their purchase rights hereunder; provided, if any Co-investment Vehicle is a Non-Purchasing Stockholder with respect to any New Securities, the Principal Stockholder that is an Affiliate of such Co-Investment Vehicle shall have priority over all other Exercising Stockholders with respect to all such New Securities. (e) If any Stockholder or Exercising Stockholder fails to exercise fully its right hereunder to purchase Equity Purchase Shares within the periods described above and after expiration of the 10-day period for exercise of the over-allotment provisions pursuant to Section 4.1(d), the Company or the applicable Subsidiary shall be free to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which Exercising Stockholders failed to exercise the option set forth in this Section 4.1 on terms no less favorable to the Company or the applicable Subsidiary than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided that (x) such issuance or sale is closed within 90 days after the expiration of the 10-day period described in Section 4.1(d) and (y) the price at which the New Securities are Transferred must be equal to or higher than the purchase price described in the Issuance Notice. Such periods within which such issuance or sale must be closed shall be extended to the extent necessary to obtain required approvals of Government Entities and other required approvals and the Company shall use its commercially reasonable efforts to obtain such approvals. In the event that the Company shall sell or issue shares of Capital Stock of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns has not sold such New Securities constituting more than 33% of the Original Ownership of within such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms90-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such noticeperiod, the Company may treat the equity purchase right of shall not thereafter issue or sell any New Securities, without first again offering such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to in the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth manner provided in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reofferSection 4.1. (c) The Company covenants that prior to the sending of the notice of proposed sale pursuant to this Section 5.4, the Company will have sufficient authorized and unissued stock to meet all possible equity purchase requests as may be forthcoming based on such notice.

Equity Purchase Rights. (a) In the event that the Company shall sell or issue shares of Capital Stock The members of the Company or securities containing options or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder Citigroup Affiliated Group shall have the equity purchase right rights set forth in this Section 4.1 (the “Equity Purchase Rights”), so long as the exercise of such Equity Purchase Rights is necessary in order to purchase permit the members of the Citigroup Affiliated Group to continue to account for their investment in Primerica using the equity method of accounting; provided, that the members of the Citigroup Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or subscribe for its pro rata share limits the granting by Primerica of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Purchase Shares, but in any event at least five Business Days prior to the issuance of Equity Purchase Shares to any Person, other than to a member of the Citigroup Affiliated Group (and other than Equity Purchase Shares issued (i) under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations, (ii) pursuant to the Transactions, (iii) in mergers, acquisitions and exchange offers, (iv) pursuant to its equity incentive plans, (v) in connection with third party transactions otherwise permitted by the Primerica Charter to be consummated without the prior written consent of Common Stock on Citigroup or (vi) pursuant to any provision of the same Securities Purchase Agreement), Primerica shall notify Citigroup in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, and terms and conditions as such stock is being offered and soldof, such subscription being conditioned upon Equity Purchase Shares) and shall offer to sell to Citigroup (which offer may be assigned by Citigroup to another member of the actual Citigroup Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below. Immediately after the amount of Equity Purchase Shares to be sold to other Persons is known to Primerica, it shall notify Citigroup (or such assignee) of such amount. If such offer is accepted in writing within five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Citigroup Affiliated Group to obtain regulatory approvals), Primerica shall sell to such member of the Citigroup Affiliated Group an amount of Equity Purchase Shares equal to the minimum amount reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group. If Primerica determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Purchase Shares prior to the members of the Citigroup Affiliated Group having obtained the necessary regulatory approvals, Primerica shall notify Citigroup in writing of such stockdetermination and shall then be free so to consummate such issuance and sale without the members of the Citigroup Affiliated Group having the right then to purchase the number of such Equity Purchase Shares reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group; provided, however, that in such equity event the members of the Citigroup Affiliated Group shall have the right to purchase right shall not extend from Primerica, within 60 Business Days (or such longer period (up to shares two years) as is necessary for the members of Capital the Citigroup Affiliated Group to obtain regulatory approvals) Voting Stock if such shares are in an amount equal to be issued by the Company amount of Voting Stock it would have received had it been able to effect a mergerpurchase (and, in connection with an arms-length acquisition approved by the Board case of Directors of assets Equity Purchase Shares other than Voting Stock, securities exercisable or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans exchangeable for or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by convertible into Voting Stock) the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities Equity Purchase Shares offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale it pursuant to this Section 5.44.1, at a per share purchase price equal to the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Company Fair Market Value per share of Voting Stock, in each case, at the time of such purchase by the members of the Citigroup Affiliated Group. The purchase and sale of any Equity Purchase Shares pursuant to this Section 4.1 shall take place at 9:00 a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Purchase Shares are issued to Persons other than the members of the Citigroup Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Citigroup indicated in Section 9.1 hereof, or at such other time and place in New York City as Citigroup and Primerica shall agree. At the time of purchase, Primerica shall deliver to Citigroup (or such assignee) certificates (or, in the event that Primerica issues securities to a third party in an uncertificated form, other evidence of ownership) registered in the name of the appropriate members of the Citigroup Affiliated Group representing the shares purchased and the members of the Citigroup Affiliated Group shall transfer to Primerica the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by Primerica, to an account designated by Primerica not less than five Business Days prior to the date of purchase. Primerica and the members of the Citigroup Affiliated Group will have sufficient authorized use their best efforts to comply as soon as practicable with all federal and unissued state laws and regulations and stock exchange listing requirements applicable to meet all possible equity any purchase requests as may be forthcoming based on such noticeand sale of securities under this Section 4.1.

Equity Purchase Rights. (a) Until the Second Trigger Date the members of the Liberty Mutual Affiliated Group shall have the equity purchase rights set forth in this Section 7.1 (the “Equity Purchase Rights”); provided that the members of the Liberty Mutual Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by Agency Markets of such Equity Purchase Rights; provided, further, that if any such prohibition or limitation exists, Agency Markets will use its best efforts (including by seeking to obtain any required stockholder approval of any issuance of Common Stock pursuant to such Equity Purchase rights) to render such prohibition or limitation inapplicable to the issuance of Common Stock pursuant to such Equity Purchase Rights. (b) As soon as practicable after determining to issue Equity Purchase Shares, and in any event if possible at least five (5) Business Days prior to the earlier of (x) the issuance of Equity Purchase Shares to any Person, other than to a member of the Liberty Mutual Affiliated Group, and (y) the public announcement of an issuance of Equity Purchase Shares to any Person, other than to a member of the Liberty Mutual Affiliated Group, Agency Markets shall notify Liberty Mutual in writing of such proposed sale (which notice shall specify, to the extent practicable, the purchase price for, number, and terms and conditions of, such Equity Purchase Shares) and shall offer to sell to Liberty Mutual (which offer may be assigned by Liberty Mutual to another member of the Liberty Mutual Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Purchase Shares an amount of Equity Purchase Shares determined as provided below (a “Equity Issuance Notice”); provided, however, that the foregoing obligation shall not apply to any Equity Purchase Shares issued (i) under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations, (ii) pursuant to the Transactions or (iii) under Agency Markets’ equity incentive plans, except in each case when the issuance of such Equity Purchase Shares would (A) in the event that the Voting Ownership Percentage or Value Ownership Percentage immediately prior to such issuance is at or above eighty and one-tenth percent (80.1%), cause the Voting Ownership Percentage or Value Ownership Percentage to fall below eighty and one-tenth percent (80.1%) or (B) in the event that the Voting Ownership Percentage or Value Ownership Percentage is below eighty and one-tenth percent (80.1%) prior to such issuance, cause any Trigger Date to occur. If such offer is accepted in writing within five (5) Business Days after receipt of the applicable Equity Issuance Notice, (or such longer period as is necessary for the members of the Liberty Mutual Affiliated Group to obtain regulatory approvals), Agency Markets shall sell to such member of the Liberty Mutual Affiliated Group an amount of Equity Purchase Shares (the “Equity Purchase Share Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Liberty Mutual Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Purchase Shares by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Liberty Mutual Affiliated Group immediately prior to the issuance of the Equity Purchase Shares, multiplied by (B) the aggregate number of Equity Purchase Shares proposed to be issued by Agency Markets to Persons other than to members of the Liberty Mutual Affiliated Group rounded up to the nearest whole Equity Purchase Share. If, at the time of the determination of any Equity Purchase Share Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Purchase Share Amount to the nearest whole Equity Purchase Share. (c) In the event that the Company shall sell or issue Equity Purchase Shares issued to Persons other than members of the Liberty Mutual Affiliated Group in the corresponding issuance are (i) shares of Capital Stock Common Stock, the Equity Purchase Shares sold to members of the Company Liberty Mutual Affiliated Group pursuant to this Section 7.1 shall be shares of Class B Common Stock; (ii) securities convertible into or securities containing options exchangeable for shares of Common Stock or any options, warrants or rights to acquire any shares of Capital Stock of the Company to any Person, each Stockholder that beneficially owns Securities constituting more than 33% of the Original Ownership of such Stockholder shall have the equity purchase right to purchase or subscribe for its pro rata share (as defined below) of Common Stock on the same terms and conditions as such stock is being offered and sold, such subscription being conditioned upon the actual sale of such stock; provided, however, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 5.4, is the ratio of the number of shares of Common Stock owned by such Stockholder immediately prior Stock, the Equity Purchase Shares sold to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock members of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company. (b) Written notice specifying the contemplated date the new shares of stock or securities subject to the equity purchase rights described in paragraph (a) above are to be sold and the offering terms thereof shall be delivered by the Company to each of the Stockholders no later than fifteen (15) days or earlier than sixty (60) days prior to such contemplated sale date of such stock or securities, and each such Stockholder shall have until ten (10) days prior to the contemplated sale date specified in such notice to inform the Company of its intentions as to the exercise of the equity purchase right provided hereunder. If no written reply is received by the Company prior to the tenth (10th) day before the contemplated sale date specified in such notice, the Company may treat the equity purchase right of such non-responding holder of the stock to have been waived for that, but only for that, transaction, provided the referenced sale takes place no later than fifteen (15) days after the contemplated sale date specified in such notice. Any stock or securities sold by the Company after such fifteen (15) day period must be reoffered to the Stockholders pursuant to the terms of this paragraph. If all of the stock and securities offered to the Stockholders is not fully subscribed by such Stockholders, the remaining stock and securities shall be reoffered by the Company to the Stockholders that purchased their full allotment upon the terms set forth in this paragraph except that such Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. (c) The Company covenants that prior to the sending of the notice of proposed sale Liberty Mutual Affiliated Group pursuant to this Section 5.47.1 shall be securities convertible into or exchangeable for shares of Class B Common Stock or options, warrants or rights to acquire shares of Class B Common Stock, as applicable; and (iii) any form of security other than as described in the preceding clauses (i) and (ii), the Company Equity Purchase Shares sold to member of the Liberty Mutual Affiliated Group pursuant to this Section 7.1 shall be the form of securities issued to Persons other than members of the Liberty Mutual Affiliated Group. (d) The purchase and sale of any Equity Purchase Shares pursuant to this Section 7.1 shall take place at 9:00 a.m. on the latest of (i) the fifth (5th) Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Purchase Shares are issued to Persons other than the members of the Liberty Mutual Affiliated Group and (iii) the fifth (5th) Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Liberty Mutual indicated in Section 10.1 hereof, or at such other time and place in Boston, Massachusetts as Liberty Mutual and Agency Markets shall agree. At the time of purchase, Agency Markets shall deliver to Liberty Mutual (or such assignee) certificates (or, in the event that Agency Markets determines to issue securities in an uncertificated form, other evidence of ownership) registered in the name of the appropriate members of the Liberty Mutual Affiliated Group representing the shares purchased and the members of the Liberty Mutual Affiliated Group shall transfer to Agency Markets the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by Agency Markets, to an account designated by Agency Markets not less than five (5) Business Days prior to the date of purchase. Agency Markets and the members of the Liberty Mutual Affiliated Group will have sufficient authorized use their best efforts to comply as soon as practicable with all federal and unissued state laws and regulations and stock exchange listing requirements applicable to meet all possible equity any purchase requests as may be forthcoming based on such noticeand sale of securities under this Section 7.1.