Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for If the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender Company issues to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the 399 Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock (a "Triggering Issuance"), in each case, after the date hereof, other than pursuant to a Permitted Issuance (as defined in the Warrants), other than pursuant to Purchase Rights (as defined in the Warrants) and other than pursuant to any transaction or event in which the provisions of Sections 2C, 2D or 2E of the Warrants would be operative, the Company will offer to sell to each of the CMP Stockholders, if any, a dividend number of such securities ("Preemptive Offered Shares") so that the Ownership Ratio of each such CMP Stockholder immediately after such Triggering Issuance of such securities to the 399 Stockholders would be equal to the Ownership Ratio of each such CMP Stockholder immediately prior to such Triggering Issuance of securities to the 399 Stockholders. The Company shall give at least 30 days' prior written notice to each CMP Stockholder (as of the date such notice is sent) of any proposed Triggering Issuance to the 399 Stockholders, which notice shall disclose in reasonable detail the proposed terms and conditions of such Triggering Issuance, including a proposed closing date (the "Issuance Notice"). Each CMP Stockholder will be entitled to purchase the Preemptive Offered Shares at the same price, on the outstanding Common Stocksame terms, and at the same time as the securities are issued to the 399 Stockholders pursuant to such Triggering Issuance by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of security (including any debt or hybrid security) was issued to the 399 Stockholders pursuant to such Triggering Issuance, each CMP Stockholder shall, if it exercises its rights pursuant to this Section 7.18, purchase such securities in the same ratio as issued to the 399 Stockholders pursuant to such Triggering Issuance. If any CMP Stockholder has elected to purchase any Preemptive Offered Shares, the sale of such shares shall be consummated on the proposed closing date set forth in the Issuance Notice or as soon as practical thereafter, but in any event within 10 days after such proposed closing date. In the event that any CMP Stockholder elects to purchase Preemptive Offered Shares, at the request of the CMP Stockholders (which request shall be included in the Election Notice), the Company shall first offer issue to sell the CMP Stockholders which have elected to each holder purchase Preemptive Offered Shares, in lieu of Director the securities constituting Preemptive Offered Shares, (a) a warrant substantially in the form of the Warrant for an issuance price per underlying share of Common Stock a portion of such stock or securities equal to the quotient determined per share consideration paid by dividing (1) the number of shares of Director Stock held by 399 Stockholder in such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Stock shall be entitled to purchase such stock Triggering Issuance or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order nonvoting securities which shall otherwise be identical in all respects to exercise its purchase rights hereunder, a holder of Director Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or such securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionconstituting Preemptive Offered Shares, except that it (i) shall be nonvoting and (ii) shall be convertible into the voting security constituting Preemptive Offered Shares on such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon terms as are required by the expiration CMP Stockholders in light of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offeringapplicable regulatory considerations then prevailing. In the event that, in connection with any CMP Stockholder elects not to exercise its purchase of shares of Common Stock or securities containing options or rights pursuant to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 67.18, fails to timely give an Election Notice or fails to purchase the securities allocated to it at the closing designated therefor by the Company, such CMP Stockholder shall cease to have any rights hereunder with respect to such Triggering Issuance and no other purchasers are also purchasing other CMP Stockholder shall have the right to purchase the securities offered to such CMP Stockholder. This Section 7.18 will terminate automatically and be of no further force and effect, upon the consummation of an underwritten public offering registered under the Securities Act of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securitiesStock.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to If the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or and sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock) (the “Offered Stock”), the Company shall first offer to sell such Offered Stock to each holder Stockholder, except for the issuance of Director Stock Stock: (i) in consideration for the acquisition of another Person’s business by the Company or by any of its Subsidiaries (whether by acquisition of equity interests or assets, or by merger, consolidation or other similar transaction); (ii) pursuant to the formation of a joint venture; (iii) pursuant to a Public Offering; (iv) to the current or future officers, employees or directors of the Company or any of its Subsidiaries ( or to any entity controlled by any of such officers, employees or directors) pursuant to a management plan that has been approved by the Stockholders of the Company; (v) to the Company’s or any Subsidiary’s lenders in connection with the incurrence, renewal or maintenance of indebtedness; or (vi) pursuant to the exercise of any warrant, option or other right to acquire Stock; but in the case of (i) and (ii) above, only if no other Stockholder has been offered the opportunity to purchase such Stock. Each Stockholder shall have the right to purchase a portion of such stock or securities equal the Offered Stock proportionate to the quotient determined by dividing (1) the number of shares of Director Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Personsits Stockholder Ownership. (b) In order to Each Stockholder shall exercise his, her or its purchase preemptive rights hereunder, a holder of Director Stock must, hereunder within 30 ten (10) days after following the receipt of written notice from the Company describing in reasonable detail the stock or securities being offeredtotal number and terms of the Offered Stock, the purchase price thereofprice, the payment terms te1ms for the Offered Stock, the period in which the preemptive right hereunder is to be exercised and such holder's Stockholder’s percentage allotment, deliver a written notice to the Company describing its election hereunder. If such Stockholder exercises the preemptive right pursuant to this Section 5.1, such StockJ10lder shall execute all of the stock documentation and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall take all actions as may be reoffered reasonably requested by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reofferconnection therewith. (c) Upon Shortly after the expiration of the offering periods period described above, the Company shall distribute to the Stockholders that elected to purchase the Offered Stock (each, a “Participating Stockholder”) written notice setting forth the number of shares of Offered Stock that were not purchased by the other Stockholders (the “Available Stock”). Within ten (I 0) days following the receipt of such written notice, each Participating Stockholder may elect to purchase a portion of the Available Stock proportionate to such Participating Stockholder’s Stockholder Ownership on the same terms and price. If, after the expiration of the offering pe1iod set forth in this Section 5.l(c), any Available Stock is not purchased by the Participating Stockholders, then the Participating Stockholders shall have the right to purchase such remaining Available Stock in an amount proportionate to each Participating Stockholder’s Stockholder Ownership. (d) lf the Stockholders do not elect to purchase the total amount of the Available Stock, then during the ninety (90) day period following the expiration of the final offer period set forth in Section 5.l(c), the Company shall be entitled to sell such stock allot and issue any remaining Available Stock to any Person or securities which Persons at the holders of Director Stock have not elected to purchase during same or a higher price (in cash) and otherwise upon the 90 days following such expiration on same terms and conditions no more favorable offered to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently boundStock110lders. (e) The rights of Director set forth Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 6 5.1 shall terminate on upon the first to occur consummation of a Public Offering or Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securitiesCompany.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) to the Other Executives pursuant to the Senior Management Agreements, (b) in connection with acquisitions exempted herefrom by the Company's board of directors, (c) to employees pursuant to stock option plans, stock ownership plans and other employment arrangements approved by the Board or (d) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Underlying Common Stock held by such holder by (2) the total number of shares of Underlying Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Executive Stock so exercising shall also purchase the same percentage of any other class of Company securities (whether debt or equity) being sold with the Common Stock. Each holder of Executive Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Executive Stock must, must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Stock is are not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five 15 days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section 3C of the Equity Purchase Agreement, in the Shareholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.PROVISIONS RELATING TO EMPLOYMENT

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock ("Equity Securities") (i) representing Reserved Employee Stock, (ii) upon the conversion of the Series A Preferred Stock and Series B/B-1 Preferred Stock, (iii) pursuant to a public offering registered under the Securities Act, (iv) pursuant to a merger, consolidation, acquisition or similar business combination approved by the Company's Board of Directors, (v) in connection with any stock split, stock dividend, or recapitalization, (vi) to a lender or equipment lessor in connection with any loan or lease financing transaction approved by the Company's Board of Directors, (vii) in connection with strategic transactions involving the Company and non-affiliates of the Company approved by the Company's Board of Directors, the primary purpose of which is other than to raise funds for the Company (including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; provided, however, that such strategic transactions and the issuance of shares therein, have been approved by the Company's Board of Directors) or (viii) issuances of Common Stock to the Company's employees approved by the Company's Board of Directors, if the Company authorizes the issuance or sale of any Equity Securities (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director the holders of Stock a portion its "pro rata portion" of 80% of such stock or securities Equity Securities. A holder's "pro rata portion" shall equal to the quotient determined by dividing (1) the number of shares of Director Stock held by each such holder by the (2) sum of the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuanceheld by all holders of Stock. Each holder of Director Stock shall be entitled to purchase such stock or securities Equity Securities at the most favorable price and on the most favorable terms as such stock or securities Equity Securities are to be offered to any other Persons. The purchase price for all Equity Securities offered to the holders of the Stock shall be payable in cash. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities Equity Securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.and

Limited Preemptive Rights. (a) Except for If after the date of this Agreement, Parent authorizes the issuance and sale of Common Stock any Newly Issued Securities (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company other than in connection with a debt facility, (iiiPublic Offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after that any Purchaser holds any Common Stock of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the date hereof authorizes percentage determined by dividing (a) the issuance or sale number of any shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (b) the number of shares of Common Stock of Parent then outstanding (on a fully diluted basis). For purposes of clause (b) above, a share of Common Stock of Parent acquirable upon exercise or any securities containing conversion of options or rights to acquire any shares of Common Stock (of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock a portion of such stock or securities acquisition price is equal to or less than the quotient determined by dividing (1) the number then current Market Price of shares of Director Stock held by such holder by (2) the total number of shares a share of Common Stock outstanding on a fully diluted basis immediately prior to such issuanceof Parent. Each holder of Director Stock shall Purchaser will be entitled to purchase such stock or securities at the most favorable same price and on the most favorable same terms as such stock or securities are to be offered to any other Persons. (b) In order to Person. Each Purchaser must exercise its purchase rights hereunder, a holder of Director Stock must, within 30 thirty (30) days after receipt of written notice from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and such holdereach Purchaser's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described abovesuch period of thirty (30) days, the Company shall Parent will be entitled free to sell such stock or securities which the holders of Director Stock Purchasers have not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersPurchasers. Any stock or securities offered or sold by the Company Parent after such 90-one hundred twenty (120) day period must be reoffered to the holders of Director Stock each Purchaser pursuant to the terms of this Section. (d) Nothing contained in Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 6 shall 11.1 shall, upon such purchase and thereafter be deemed to amend, modify or limit in any way the restrictions on the issuance be Securities and Registrable Securities for all purposes of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently boundthis Agreement. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time If after the date hereof of this Agreement, Parent authorizes the issuance or and sale of any shares of Common Stock capital stock or any securities containing options or rights to acquire any shares of Common Stock capital stock (other than in connection with the exercise of the Warrants, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a dividend on the outstanding part of a merger or acquisition (or other similar transaction) of a business as a going concern) at any time that any Purchaser holds any Common Stock)Stock of Parent or Warrants, the Company shall first Parent will offer to sell to each holder of Director Stock Purchaser a portion of such stock or securities equal to the quotient percentage determined by dividing (1a) the number of shares of Director Common Stock of Parent and Underlying Common Stock (without duplication) then held by such holder Purchaser by (2b) the total number of shares of Common Stock of Parent then outstanding (on a fully diluted basis immediately prior basis). For purposes of clause (b) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to such issuanceacquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parent. Each holder of Director Stock shall Purchaser will be entitled to (x) purchase such stock or securities at the most favorable same price and on the most favorable same terms as such stock or securities are to be offered to any other Persons. Person and (by) In order to exercise its purchase rights hereunder, a holder of Director Stock must, within 30 days after receipt of receive written notice of such proposed sale from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and such holder's each Purchaser’s percentage allotment. Each Purchaser will have 30 Business Days from the date of receipt of any such notice and such other information as such Purchaser may reasonably request to facilitate its investment decision, deliver a to agree to purchase up to its respective pro rata share of the new stock or securities being so offered for the price (valued at Fair Market Value for any noncash consideration) and upon the terms specified in such notice by giving written notice to the Company describing its election hereunder. If all Parent stating the quantity of the such new stock and or securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Purchaser has agreed to purchase. Upon the expiration of the offering periods described abovesuch period, the Company shall Parent will be entitled free to sell such stock or securities which the holders of Director Stock Purchasers have not elected to purchase during the 90 180-days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersPurchasers. Any stock or securities offered or sold by the Company Parent after such 90180-day period must be reoffered to the holders of Director Stock each Purchaser pursuant to the terms of this Section. (d) Nothing contained in Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 6 shall 11.1 shall, upon such purchase and thereafter be deemed to amend, modify or limit in any way the restrictions on the issuance be Securities and Registrable Securities for all purposes of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public OfferingAgreement. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.55 ARTICLE 12

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time If after the date hereof of this Agreement, Holdings authorizes the issuance or and sale of any shares units of Common Stock capital securities or any securities containing options or rights to acquire any shares units of Common Stock capital securities (other than in connection with an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a dividend on the outstanding part of an Approved Acquisition) at any time that Purchaser holds any Common Stock)Stock or Warrants, the Company shall first Holdings will offer to sell to each holder of Director Stock Purchaser a portion of such stock or securities equal to the quotient percentage determined by dividing (1i) the number of shares of Director Common Stock and Underlying Common Stock (without duplication) then held by such holder Purchaser by (2ii) the total number of shares of Common Stock outstanding (on a fully diluted basis immediately prior to such issuancebasis). Each holder of Director Stock shall Purchaser will be entitled to purchase such stock or securities at the most favorable same price and on the most favorable same terms as such stock or securities are to be offered to any other Persons. (b) In order to Person. Purchaser must exercise its purchase rights hereunder, a holder of Director Stock must, within 30 thirty (30) days after receipt of written notice from the Company Holdings describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and such holderPurchaser's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described abovesuch period of thirty (30) days, the Company shall Holdings will be entitled free to sell such stock or securities which the holders of Director Stock have that Purchaser has not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersPurchaser. Any stock or securities offered or sold by the Company Holdings after such 90-day period must be reoffered to the holders of Director Stock Purchaser pursuant to the terms of this Section. (d) Nothing contained in Section 10.1. Any securities purchased by a Purchaser from Holdings pursuant to this Section 6 shall 10.1 shall, upon such purchase and thereafter be deemed to amend, modify or limit in any way the restrictions on the issuance be Securities and Registrable Securities for all purposes of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently boundthis Agreement. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) to the Company's or its Subsidiaries' employees (or pursuant to options or rights granted to persons who were employees at the Company or its Subsidiaries as of the date of grant) or (ii) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at or any time after the date hereof of its Subsidiaries authorizes the issuance or sale of any shares of Common Stock or any its securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding common Stock) to a Person (or group of affiliated Persons) who holds, or would hold after giving effect to such issuance or sale, at least 5% of the outstanding Common Stock or securities convertible or exercisable into at least 5% of the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock Investor Shares a portion of such stock or securities equal to the quotient determined by dividing (1A) the number of shares of Director Common Stock held by such holder by (2B) the total number of shares of outstanding Common Stock outstanding on a fully diluted basis immediately prior to such issuanceStock. Each holder of Director Stock Purchaser shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any such other Persons. The purchase price for all stock and securities offered to the Purchasers shall be payable in cash. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, Investor Shares must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock Investor Shares is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock Investor Shares have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company to a Person (or group of affiliated Persons) who held 5% of the outstanding Common Stock after such 90-day period must be reoffered to the holders of Director Stock Investor Shares pursuant to the terms of this Sectionparagraph. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in under this Section 6 paragraph shall terminate on the first to occur upon completion of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) to the Other Executives pursuant to the Other Senior Management Agreements, (b) to the Partnerships (as defined in the Senior Management Agreement), Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx pursuant to the Senior Management Agreement, (c) to the Purchasers pursuant to the Purchase Agreement, (d) in connection with acquisitions as contemplated by Section 1B(c) of the Purchase Agreement, (e) to certain investors designated by the Company or (f) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully fully-diluted basis immediately prior to such issuance. Each holder of Director Stock (accepting such offer) shall also purchase the same percentage of any other class of Company securities (whether debt or equity) being sold with the Common Stock. Each holder of Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this SectionSection 6. (div) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section 3C of the Equity Purchase Agreement, in the Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) to the Other Executives pursuant to the Other Senior Management Agreements, (ii) to the Partnerships (as defined in the Senior Management Agreement), Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx pursuant to the Senior Management Agreement, (iii) to the Purchasers pursuant to the Purchase Agreement, (iv) in connection with acquisitions as contemplated by Section 1B(c) of the Purchase Agreement, (v) to certain investors designated by the Board or (vi) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully fully-diluted basis immediately prior to such issuance. Each holder of Director Stock (accepting such offer) shall also purchase the same percentage of any other class of Company securities (whether debt or equity) being sold with the Common Stock. Each holder of Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this SectionSection 6. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section 3C of the Equity Purchase Agreement, in the Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (ia) to the Company's employees on terms and conditions approved by the Board (including, without limitation, to the Executives pursuant to the Management Agreements), (b) in connection with the acquisition of another company or business on terms and conditions approved by the Board, or (c) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Executive Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis Fully-Diluted Basis immediately prior to such issuance. Each holder of Director Executive Common Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Executive Common Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Common Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Common Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Common Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 paragraph 8 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section 3C of the Equity Purchase Agreement, elsewhere in this Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) pursuant to the Equity Purchase Agreement, (b) pursuant to a public offering registered under the Securities Act, (iic) to a lender Lender to the Company in connection with a debt facility, (iiid) in accordance with Section 8 5 of the Stockholders Agreement, (ive) to new members of management of the Company and its Subsidiaries in accordance with Section 6 of the Stockholders Agreement or (f) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transactionBoard, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Executive Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Executive Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Executive Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Stock pursuant to the terms of this Section. (div) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director Executive shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) pursuant to the Management Agreements, (b) to management of the' Company, (c) pursuant to the Proposed Acquisition, or (d) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Investor Stock held by such holder by (2) )' the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Investor Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Investor Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Investor Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Investor Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Investor Stock pursuant to the terms of this Section. (div) Nothing contained in this Section 6 3G shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of hereof or elsewhere in this Agreement, in the Equity Purchase Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except (A) for the issuance conversion of shares of one class or series of Common Stock into shares of another class or series of Common Stock, or (iB) as otherwise contemplated pursuant to a public offering registered under the Securities ActSection 3A, (ii) prior to a lender to any issuance by the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale CVC of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, after the date hereof (other than as a dividend on the outstanding Common Stock"Proposed Issuance"), the Company shall first will offer to sell to each holder Registered Holder, in accordance with, the provisions of Director Stock the Securities Act, a portion number of such stock or securities ("Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Registered Holder would be equal to the quotient determined by dividing Ownership Ratio for such Registered Holder immediately prior to such issuance of securities to CVC. The Company shall give each Registered Holder at least fifteen (115) days prior written notice of any Proposed Issuance to CVC, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance and the number of shares Offered Shares available for such Registered Holder to purchase (the "Issuance Notice"). Each Registered Holder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued to CVC by delivery of Director Stock held by written notice to the Company of such holder by election (2the "Election Notice") within fifteen (15) days after delivery of the Issuance Notice (the "Election Period"); provided, that if more than one type of security was issued to CVC, each Registered Holder shall, if it exercises its rights pursuant to this Section 3B. purchase such securities in the same ratio as issued to CVC. If any Registered Holder fails to deliver an Election Notice prior to the expiration of the Election Period and CVC does not acquire the Offered Shares described in the related Issuance Notice within thirty (30) days after the expiration of the Election Period, such Offered Shares shall again be subject to the provisions of this Section 3B. If any of the Registered Holders have elected to purchase any Offered Shares, the sale of such Offered Shares shall be consummated as soon as practical (but in any event within ten (10) days) after the delivery of the Election Notice. (ii) Notwithstanding the requirements contained in this Section 3B. the Company may consummate a Proposed Issuance without complying with the related fifteen day prior notice requirement to Registered Holders contained in Section 3B(i) so long as (A) the total Company deposits into escrow with an independent third party reasonably acceptable to the Registered Holders (the "Escrow Agent") a number of shares of Common Stock outstanding in an aggregate amount equal to the number of Offered Shares that would have been available for Registered Holders to purchase pursuant to Section 3B(i) above and (B) CVC agrees to purchase any Offered Shares not purchased by the Registered Holders pursuant to this Section 3B(ii). Within ten days after the date on which the Proposed Issuance is consummated, the Company shall notify each Registered Holder in wilting of the Proposed Issuance (a fully diluted basis immediately prior "Preemptive Escrow Notice"). The Preemptive Escrow Notice shall disclose in reasonable detail the terms and conditions on which the Proposed Issuance was consummated, the number of Offered Shares available for such Registered Holder to such issuancepurchase and calculated in accordance with the provisions of Section 3B(i) (the "Escrowed Offered Shares"), and the identity of the Escrow Agent. Each holder of Director Stock shall Registered Holder will be entitled to purchase such stock or securities the Escrowed Offered Shares at the most favorable same price and on the most favorable same terms as such stock or securities are the Proposed Issuance by written election delivered to the Company within thirty (30) days after the delivery of the Preemptive Escrow Notice that identifies the number of Escrowed Offered Shares to be offered so purchased (the "Escrow Purchase Election"); provided, that if more than one type of security was issued to CVC pursuant to the Proposed Issuance, each Registered Holder shall, if it exercises its rights pursuant to this Section 3B(ii), purchase such securities in the same ratio as issued to CVC. If a Registered Holder elects to purchase any other PersonsEscrowed Offered Shares, the sale of such Escrowed Offered Shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Escrow Purchase Election. Any Escrowed Offered Shares not purchased by the Registered Holders pursuant to this Section 3B(ii) shall be sold to CVC on the terms and conditions identified in the Preemptive Escrow Notice. (biii) In order the event that any Registered Holder elects to exercise its purchase rights hereunderOffered Shares or Escrowed Offered Shares, a holder of Director Stock mustas the case may be, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and at such holderRegistered Holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities request (which request shall be reoffered by included in the Company to Election Notice or the holders purchasing their full allotment upon the terms set forth in this SectionPreemptive Escrow Notice, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described aboverespectively), the Company shall be entitled issue to sell such stock Registered Holder, in lieu of the securities constituting Offered Shares or Escrowed Offered Shares, as the case may be, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares or Escrowed Offered Shares, as the holders case may be, except that it (A) shall be nonvoting, (B) shall be convertible into a voting security (including the securities constituting Offered Shares or Escrowed Offered Shares, as the case may be) on such terms as are requested by such Registered Holder in light of Director Stock have not elected the applicable regulatory considerations then prevailing, and (C) may be, at Registered Holder's request, in the form of an option or warrant to purchase during such securities. (iv) In the 90 days following such expiration on terms and conditions event any Registered Holder elects not to exercise its rights pursuant to this Section 3B, no more favorable other Registered Holder shall have the right to purchase the purchasers thereof than those securities offered to such holdersRegistered Holder. Any stock or securities offered or sold by This Section 3B will terminate automatically, and be of no further force and effect, upon the Company after such 90-day period must be reoffered to consummation of an underwritten public offering registered under the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C Securities Act of the Equity Purchase Agreement or in any other agreement to which the Company is presently boundCommon Stock. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Executive Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Executive Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a holder of Director Executive Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director Executive set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director Executive shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of shares of Common Stock (ia) pursuant to the Other Senior Management Agreements, (b) as consideration for acquisitions, (c) upon the exercise of stock options granted pursuant to a stock option or other benefit plan or arrangement approved by the Board of Directors of the Company, (d) upon the exercise of warrants approved by the Board of Directors of the Company or (e) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock Shares (without duplication) a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided, -------- however, that if two or more securities shall be proposed to be sold as a ------- "unit" in such issuance, any such election must relate to such unit of securities. Each holder of Director Stock Shares shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Personspersons. (bii) In order to exercise its purchase rights hereunder, hereunder a holder of Director Stock must, Shares must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock Shares is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock Shares have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock Shares pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 4.07 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock stock set forth in Section 3C of 4.03 hereof or elsewhere in this Agreement, in the Equity Purchase Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock ("Equity Securities") (i) to the Company's employees pursuant to the Company's employee stock option plan, (ii) upon the conversion of the Series A Preferred Stock, (iii) pursuant to a public offering registered under the Securities Act, (iv) pursuant to a merger, consolidation, acquisition or similar business combination approved by the Company's Board of Directors, (v) in connection with any stock split, stock dividend, or recapitalization, (vi) to a lender or equipment lessor in connection with any loan or lease financing transaction, or (vii) in connection with strategic transactions involving the Company and other entities, (including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; provided, however, that such strategic transactions and the issuance of shares therein, have been approved by the Company's Board of Directors), if the Company authorizes the issuance or sale of any Equity Securities (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director the holders of Stock a portion its "pro rata portion" of 80% of such stock or securities Equity Securities. A holder's "pro rata portion" shall equal to the quotient determined by dividing (1) the number of shares of Director Stock held by each such holder by the (2) sum of the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuanceheld by all holders of Stock. Each holder of Director Stock shall be entitled to purchase such stock or securities Equity Securities at the most favorable price and on the most favorable terms as such stock or securities Equity Securities are to be offered to any other Persons. The purchase price for all Equity Securities offered to the holders of the Stock shall be payable in cash. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities Equity Securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities Equity Securities offered to the holders of Director Common Stock is are not fully subscribed by such holders, the remaining stock and securities Equity Securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this SectionSection 4.10, except that such holders must exercise their purchase rights within five two days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities Equity Securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.have

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Executive Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Executive Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a holder of Director Executive Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director Executive set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director Executive shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock Stock: (a) to employees, consultants, officers, or directors of the Company or an Affiliate thereof pursuant to arrangements approved by the Board; (b) in connection with acquisitions approved by the Board; (c) in connection with financing transactions approved by the Board; or (d) pursuant to a public offering registered under the Securities Act, if the Company at any time after the Closing and prior to the consummation of the earlier of a Sale of the Company or Qualified Public Offering authorizes the issuance or sale of any shares of any class of capital stock or any securities containing options or rights to acquire any shares of any class of capital stock ("OPTIONS") (other than as a dividend or distribution on the outstanding Common Stockshares of capital stock), then the Company shall first offer to sell to each holder of Director Purchaser Stock a portion of such capital stock or securities Options equal to the quotient determined by dividing (1) the number of shares of Director Common Stock held by such holder holder, assuming the conversion of all shares of all series of Preferred Stock by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to before such issuanceissuance assuming all shares of all classes of Preferred Stock were converted. Each holder of Director Purchaser Stock shall be entitled to purchase all or any portion of such capital stock or securities Options at the most favorable price and on the most favorable terms as such capital stock or securities Options are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Purchaser Stock must, must within 30 fifteen (15) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms terms, and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the capital stock and securities Options offered to the holders of Director Purchaser Stock is not fully subscribed by such holders, then the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five (5) days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Purchaser Stock have not elected to purchase during the 90 ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such ninety (90-) day period must be reoffered to the holders of Director Purchaser Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 paragraph 3F shall be deemed to amend, modify modify, or limit in any way the restrictions on the issuance of shares of Stock stock set forth in Section paragraph 3C hereof or elsewhere in this Agreement, in the Articles of the Equity Purchase Agreement Incorporation, or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (ia) to the Executives pursuant to the Management Agreements, (b) to other executives of the Company on terms and conditions approved by the Board (provided that the exception contained in this clause (b) shall not apply with respect to issuances in excess of 6% of the Company's common equity), (c) in connection with the acquisition of another company or business on terms and conditions approved by the Board and the Purchaser, or (d) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Investor Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Investor Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Investor Common Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Investor Common Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Investor Common Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Investor Common Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Investor Common Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 paragraph 3G shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section paragraph 3C of hereof or elsewhere in this Agreement, in the Equity Purchase Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of shares of Common Stock (ia) pursuant to the Other Senior Management Agreements, (b) as consideration for acquisitions, (c) upon the exercise of stock options granted pursuant to a stock option or other benefit plan or arrangement approved by the Board of Directors of the Company, (d) upon the exercise of warrants approved by the Board of Directors of the Company or (e) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock Shares (without duplication) a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Stock Shares held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided, however, that if two or more securities shall be proposed to be sold as a "unit" in such issuance, any such election must relate to such unit of securities. Each holder of Director Stock Shares shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Personspersons. (bii) In order to exercise its purchase rights hereunder, hereunder a holder of Director Stock must, Shares must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock Shares is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock Shares have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock Shares pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 4.07 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock stock set forth in Section 3C of 4.03 hereof or elsewhere in this Agreement, in the Equity Purchase Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Executive Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Executive Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Executive Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a holder of Director Executive Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Executive Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Executive Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Executive Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director Executive set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director Executive shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) to the Other Executives pursuant to the Other Senior Management Agreements, (b) to the Partnerships and Xxxxxx Xxxxxxxx pursuant to this Senior Management Agreement and the Xxxxxxxx Senior Management Agreement, (c) to the Purchasers pursuant to the Purchase Agreement, (d) in connection with acquisitions as contemplated by Section lB(c) of the Purchase Agreement, or (e) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the -11- issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Common Stock held by such holder by (2) the total number of shares of Common Stock outstanding on a fully fully-diluted basis immediately prior to such issuance. Each holder of Director Stock (accepting such offer) shall also purchase the same percentage of any other class of Company securities (whether debt or equity) being sold with the Common Stock. Each holder of Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) In the event that any Other Executive elects not to purchase shares of Common Stock (or any other class of Company securities being sold with the Common Stock) pursuant to the Other Senior Management Agreements (the "Preemptive Shares"), then at the same price and upon the same terms, Executive shall have the option to purchase any or all of such Preemptive Shares. In the event that Executive and Xxxxxx Xxxxxxxx elect to purchase an aggregate number of shams greater than the Preemptive Shares, the Preemptive Shares will be allocated among Executive and Xxxxxx Xxxxxxxx based upon the number of shares of Common Stock held by such person on a fully-diluted basis. (iv) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this SectionSection 6. (dv) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Common Stock set forth in Section 3C of the Equity Purchase Agreement, in the Stockholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time If after the date hereof of this Agreement, the Company authorizes the issuance or and sale of any shares of Common Stock capital stock or any securities containing options or rights to acquire any shares of Common Stock capital stock (other than in connection with the issuance of such securities in exchange for the securities or assets of another Person as a dividend on the outstanding part of an acquisition of a business as a going concern) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock), Stock the Company shall first will offer to sell to each holder of Director Stock Purchaser a portion of such stock or securities equal to the quotient percentage determined by dividing (1i) the number of shares of Director Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Common Stock then held by such holder the Purchaser by (2ii) the total number of shares of Common Stock outstanding (on a fully diluted basis immediately prior but not including the Conditional Warrants). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to such issuance. Each holder acquire any shares of Director Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value of a share of Common Stock. The Purchaser will be entitled to purchase such stock or securities at the most favorable same price and on the most favorable same terms as such stock or securities are to be offered to any other Persons. (b) In order to Person. The Purchaser must exercise its purchase rights hereunder, a holder of Director Stock must, within 30 thirty (30) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and such holderthe Purchaser's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described abovesuch period of thirty (30) days, the Company shall will be entitled free to sell such stock or securities which the holders of Director Stock have Purchaser has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersthe Purchaser. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock Purchaser pursuant to the terms of this Section. (d) Nothing contained in Section 8.1. Any stock or securities purchased by the Purchaser from the Company pursuant to this Section 6 shall 8.1 shall, upon such purchase and thereafter be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other be Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.and

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to If the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Stock or its securities to any securities containing options or rights person not a party to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock)this Agreement, the Company shall first offer to sell to each holder of Director Stock Shareholder a portion of such stock shares or securities equal to the quotient determined by dividing (1A) the number of shares Shares of Director Stock held by such holder Shareholder by (2B) the total number of shares of Shares (including in each case any fully-diluted Common Stock outstanding on a fully diluted basis immediately prior to such issuanceShares). Each holder of Director Stock Shareholder shall be entitled to purchase such stock shares or securities at the most favorable price and on the most favorable terms as such stock shares or securities are to be offered to any other Personssuch person. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, each Shareholder must within 30 thirty (30) days after receipt of written notice from the Company describing in reasonable detail the stock share or securities being offered, the purchase price thereof, the payment terms and such holderShareholder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods period described above, the Company shall be entitled to sell such stock shares or securities which the holders of Director Stock Shareholders have not elected to purchase during the 90 ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersShareholders. Any stock shares or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock each Shareholder pursuant to the terms of this Sectionparagraph. (d) Nothing In the event of an acquisition requiring an additional equity investment by the Shareholders, Charter Oak hereby agrees to use its best efforts to loan sufficient funds to GEO Chemicals or the Managers (if they have become Permitted Transferees under Section 2.6), as applicable, to enable GEO Chemicals or the Managers, as applicable, to maintain their percentage ownership of the Company in accordance with the pre-emptive rights provisions contained in this Section 6 8.1. Notwithstanding the foregoing, Charter Oak shall be deemed have no obligation to amendfund the purchase of GEO Chemicals or the Managers, modify or limit in as applicable, described above, if any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or Managers has sufficient liquidity (as agreed upon in any other agreement good faith by Charter Oak and such Manager) to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its fund such purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securitiesShares.

Limited Preemptive Rights. (a) Except for the issuance issuances of shares of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of any shares of Common Preferred Stock or any securities containing options or rights to acquire any shares class of Common Stock or Preferred Stock or any securities convertible or exchangeable for Common Stock or Preferred Stock (collectively, “Equity Securities”) (i) issued as a dividend or share split of any Common Stock or Preferred Stock then outstanding or (ii) pursuant to a Public Offering, if the Company authorizes the issuance or sale of any Equity Securities to BRS or any of its Affiliates or Permitted Transferees (other than as a dividend on its Permitted Transferees pursuant to subclause (ii)(C) of Section 4(d)) after the outstanding Common Stock)date hereof, the Company shall first offer to sell to each holder of Director Stock other Stockholder a portion of such stock or securities Equity Securities equal to the quotient determined by dividing (1) the number of shares Equity Securities of Director Stock the applicable class held by such holder Stockholder by (2) the total aggregate number of shares Equity Securities of Common Stock outstanding on a fully diluted basis immediately the applicable class then held by all Stockholders. The Company shall give each other Stockholder at least 40 days prior to written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuanceissuance (the “Issuance Notice”). Each holder of Director Stock shall such Stockholder will be entitled to purchase such stock or securities Equity Securities at the most favorable price and same price, on the most favorable same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the Equity Securities issued or sold to BRS or any of its Affiliates by delivery of irrevocable written notice to the Company of such stock or securities are election within 30 days after delivery of the Issuance Notice (the “Election Notice”). If any such Stockholder has elected to purchase any Equity Securities, the sale of such Equity Securities shall be offered to consummated as soon as practical (but in any other Personsevent within 10 days) after the delivery of the Election Notice. (b) In order to exercise its purchase rights hereunder, a holder of Director Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in the Stockholders under this Section 6 8 shall terminate on upon the first to occur consummation of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) to the Executives pursuant to the Management Agreements, (b) in connection with acquisitions exempted herefrom by the Board, (c) to employees pursuant to stock option plans, stock ownership plans and other employment arrangements approved by the Board or (d) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Underlying Common Stock held by such holder by (2) the total number of shares of Underlying Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Investor Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In order to exercise its purchase rights hereunder, a holder of Director Investor Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Investor Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Investor Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Investor Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 paragraph 3E shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock stock set forth in Section 3C of this Agreement, in the Equity Purchase Shareholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (a) Except for the issuance of Common Stock (i) pursuant to a public offering registered under the Securities Act, (ii) to a lender to If the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof authorizes the issuance or sale of issues any shares of Common ------------------------- Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, after the date hereof to CVC, any Permitted Transferee of CVC or any Affiliate of CVC, the Company will offer to sell to each Other Shareholder a number of such securities (other than as a dividend "Offered Shares") so that the Ownership Ratio immediately after the issuance -------------- of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities. The Company shall give each Shareholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each Shareholder ---------------- will be entitled to purchase such securities at the same price, on the outstanding Common Stocksame terms, and at the same time as the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of --------------- -------- security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 10, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Shareholder elects to purchase Offered Shares, at such Shareholder's request (which request shall be included in the Election Notice), the Company shall first offer issue to sell such Shareholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to each holder of Director Stock such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a portion of voting security (including the securities constituting Offered Shares) on such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Stock held terms as are requested by such holder by Shareholder in light of the applicable regulatory considerations then prevailing, and (2iii) may not, at Shareholder's request, be a common equity security. In the total number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Stock shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to event any other Persons. (b) In order Shareholder elects not to exercise its rights pursuant to this Section 10, no other Shareholder shall have the right to purchase rights hereunder, a holder of Director Stock must, within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders such Shareholder. This Section 10 will terminate automatically, and be of Director Stock is not fully subscribed by such holdersno further force and effect, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Section, except that such holders must exercise their purchase rights within five days after receipt consummation of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Stock pursuant to the terms of this Section. (d) Nothing contained in this Section 6 shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock set forth in Section 3C of the Equity Purchase Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.

Limited Preemptive Rights. (ai) Except for the issuance of Common Stock (ia) to executives of the Company pursuant to their management agreements (the "MANAGEMENT AGREEMENTS"), (b) in connection with acquisitions exempted herefrom by the Board, (c) to employees pursuant to stock option plans, stock ownership plans and other employment arrangements approved by the Board, or (d) pursuant to a public offering registered under the Securities Act, (ii) to a lender to the Company in connection with a debt facility, (iii) in accordance with Section 8 of the Stockholders Agreement, (iv) to employees or directors of the Company and/or its Subsidiaries pursuant to any plan approved by the Board or (v) as consideration in connection with an acquisition, merger, joint venture, strategic alliance or similar transaction, if the Company at any time after the date hereof Closing authorizes the issuance or sale of any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Director Investor Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of Director Underlying Common Stock held by such holder by (2) the total number of shares of Underlying Common Stock outstanding on a fully diluted basis immediately prior to such issuance. Each holder of Director Investor Stock shall be entitled to purchase all or any portion of such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons. (bii) In in order to exercise its purchase rights hereunder, a holder of Director Investor Stock must, must within 30 15 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, allotment deliver a written notice to the Company describing its election hereunder. If all of the stock and securities offered to the holders of Director Investor Stock is not fully subscribed by such holders, the remaining stock and securities shall be reoffered by the Company to the holders purchasing their full allotment upon the terms set forth in this Sectionparagraph, except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (ciii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which the holders of Director Investor Stock have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the holders of Director Investor Stock pursuant to the terms of this Sectionparagraph. (div) Nothing contained in this Section 6 paragraph 3E shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Stock stock set forth in Section 3C of this Agreement, in the Equity Purchase Shareholders Agreement or in any other agreement to which the Company is presently bound. (e) The rights of Director set forth in this Section 6 shall terminate on the first to occur of a Sale of the Company or a Qualified Public Offering. In the event that, in connection with its purchase of shares of Common Stock or securities containing options or rights to acquire shares of Common Stock ("Common Convertible Securities") as described in this Section 6, the other purchasers are also purchasing other securities of the Company or any Subsidiary (collectively, the "Other Securities"), then the Director shall purchase a ratio of Other Securities to the number of Shares of Common Stock or Common Convertible Securities in the same proportion as the other purchasers purchase in each of such securities.