Common use of Post-Issuance Notice Clause in Contracts

Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 2.2.1 and 2.2.2 hereof, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.12.2; provided that the Issuer shallCompany will: (a) 2.3.1 provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) a notice containing the information that would have been required to be included in a Participation Notice described in pursuant to Section 2.1.1 2.2.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;; and (b) 2.3.2 offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 2.2 hereof multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 2.3 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) 2.3.3 keep such offer open for a period of fifteen business daysten Business Days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event not to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 2.2 hereof multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 2.3 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: (a) provide to each holder of Shares Investor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Investor such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Investor (not to exceed the Participation Portion that such holder of Shares Investor would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business daysten Business Days, during which period, each such holder Investor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 6.1.1 and 6.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.16.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;; and (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 6.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 6.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of this Section 2.113, the Issuer Company may proceed with any Issuance issuance of Securities prior to having complied with the provisions of Section 2.113; provided that the Issuer Company shall: (ai) provide to each holder of Shares Stockholder who would have been a Participation Offeree eligible to participate in connection with such Issuance issuance of Securities pursuant to this Section 13 (ix) with prompt notice of such Issuance issuance and (iiy) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth13(a); (bii) offer to issue to such holder of Shares each Stockholder such number of securities Securities of the type issued specified in the Issuance Participation Notice as may be requested by such holder of Shares Stockholder (not in any event to exceed the Participation Portion Pre-emptive Percentage that such holder of Shares Stockholder would have been entitled to pursuant to Section 2.1 13 multiplied by the sum of the (ax) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable Securities issued pursuant to this Section 2.2 13 with respect to such Issuanceissuance and (y) on the same economic terms and conditions aggregate number of Securities issued or to be issued pursuant to this Section 13(e) with respect to such securities as the subscribers in the Issuance receivedissuance of Securities); and (ciii) keep such offer open for a period of fifteen business twenty (20) days, during which period, each such holder Stockholder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities Securities (not in any event to exceed the Participation Portion Pre-emptive Percentage that such holder Stockholder would have been entitled to pursuant to Section 2.1 13 multiplied by the sum of the (ax) the aggregate number of Subject Securities included in issued pursuant to this Section 13 with respect to such issuance and (by) the aggregate number of shares Securities issued pursuant to this Section 2.2 13(e) with respect to such Issuance). The closing issuance of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(iiSecurities).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 3.1.1 and 3.1.2, as long as such action would not materially disadvantage any Person who would have been a Participation Offeree, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.13.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 3.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 3.1 multiplied by the sum of (ai) the number of Subject Securities included in the Issuance and (bii) the maximum aggregate number of shares issuable Shares issued pursuant to this Section 2.2 3.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen 10 business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 3.1 multiplied by the sum of (ai) the number of Subject Securities included in such issuance Issuance and (bii) the aggregate number of shares Shares issued pursuant to this Section 2.2 3.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1 so long as the Issuer has used reasonable best efforts to give the Investors and the Executive Stockholders the opportunity to participate in such Issuance, it being understood that the Company may proceed with such Issuance under this Section 5.2 without first using such reasonable best efforts if the Company determines that it is in the best interests of the Company to do so in light of the need for confidentiality or other business reasons; provided that the Issuer shall: (a) provide to each holder of Shares who all Stockholders that would have been a Participation Offeree Offerees in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to each such holder of Shares Stockholder such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Stockholder (not to exceed the product of such Stockholder’s Participation Portion that such holder Percentage, determined in accordance with, and as of Shares would have been entitled to pursuant to the time contemplated by, Section 2.1 5.1, multiplied by the sum of (ai) the number of Subject Securities included in the Issuance and (bii) the maximum aggregate number of shares securities issuable to all such Stockholders pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen at least ten business days, during which period, each such holder Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the product of such Stockholder’s Participation Portion that such holder would have been entitled to pursuant to Percentage, determined in accordance with, and as of the time contemplated by, Section 2.1 5.1, multiplied by the sum of (ai) the number of Subject Securities included in such issuance the Issuance and (bii) the aggregate number of shares issued securities issuable to all such Stockholders pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 2.2.1 and 2.2.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.12.2; provided that the Issuer Company shall: (a) 2.3.1 provide to each holder of Shares Holder who would have been a Participation Eligible Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) a notice containing the Participation information that would have been required to be included in a Preemptive Rights Notice described in pursuant to Section 2.1.1 2.2.1, in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) 2.3.2 offer to issue to such holder of Shares Holder such number of securities of the type issued in the Issuance as may be are requested by such holder of Shares Holder (not to exceed the Participation Eligible Portion that such holder of Shares Holder would have been entitled to pursuant to Section 2.1 2.2 multiplied by the sum of (ai) the number of Subject Securities included in the Issuance and (bii) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 2.3 with respect to such the Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) 2.3.3 keep such offer open for a period of fifteen business daysten (10) Business Days, during which period, each such holder Holder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities (not in any event to exceed the Participation Eligible Portion that such holder Holder would have been entitled to pursuant to Section 2.1 2.2 multiplied by the sum of (ai) the number of Subject Securities included in such issuance and (bii) the aggregate number of shares issued pursuant to this Section 2.2 2.3 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.13.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.13.1; provided provided, that the Issuer shall: (ai) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 3.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (bii) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 3.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 3.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (ciii) keep such offer open for a period of fifteen ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 3.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 3.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: Company will: (a) provide to each holder of Equity Investor Shares and each Manager then holding Shares valued, at the time of issuance of such Shares, at $500,000 or more, in each case, who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit Share (or other applicable unit) of Subject Securities (and, if applicable, actual Price Per Equivalent Shareprice per Share of Class A Common Stock) shall be is set forth; ; (b) offer to issue to such holder of Shares Equity Investor and such Manager such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed an amount equal to (i) the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and plus (bii) a number of additional securities sufficient to permit such holder to acquire, in total, the maximum same percentage of the aggregate number of shares issuable all securities included in the relevant Issuances effected pursuant to this Section 2.2 5.2 as such holder would have been entitled to acquire had the Company proceeded with respect the relevant Issuances under Section 5.1.1 rather than pursuant to such Issuancethis Section 5.2) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen ten (10) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance issuance); and (bd) provide that such Equity Investors and such Managers who accept such offer receive the aggregate number of shares issued pursuant to this Section 2.2 with respect to same economics such Issuance). The closing of any Equity Investors would have received if such transaction shall occur offer was made at such the same time as the Issuer specifiesSubject Securities were purchased by the Lead Investors or Affiliated Funds, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)as applicable.

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 6.1.1 and 6.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.16.1; provided that the Issuer Company shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;; and (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 6.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 6.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject Securities included in the Issuance and (by) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject Securities included in such issuance and (by) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.1Sections 5.1 and 5.2, the Issuer Company may proceed with any Issuance issuance of New Securities prior to having complied with the provisions of Section 2.1Sections 5.1 and 5.2; provided that the Issuer Company shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance Preemptive Rightholder (i) with prompt notice of such Issuance issuance and (ii) the Participation New Issuance Notice described in Section 2.1.1 5.1 in which the actual price per unit of Subject the New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Preemptive Rightholder such number of securities New Securities of the type issued in the Issuance issuance as may be requested by such holder of Shares Preemptive Rightholder (not to exceed the Participation Portion product obtained by multiplying (A) the Proportionate Percentage that such holder of Shares Preemptive Rightholder would have been entitled to pursuant to Section 2.1 multiplied 5.2 by (B) the sum of (a1) the number of Subject New Securities included in the Issuance and such issuance plus (b2) the maximum aggregate product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the number of shares issuable pursuant to this Section 2.2 with respect to New Securities included in such Issuanceissuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance issuance received; and (c) keep such offer open for a period of fifteen business daysten Business Days, during which period, period each such holder Preemptive Rightholder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities (not in any event to exceed the Participation Portion product obtained by multiplying (A) the Proportionate Percentage that such holder Preemptive Rightholder would have been entitled to pursuant to Section 2.1 multiplied 5.2 by (B) the sum of (a1) the number of Subject New Securities included in such issuance and plus (b2) the aggregate product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the number of shares issued pursuant to this Section 2.2 with respect to New Securities included in such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(iiissuance).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: (a) provide to each holder of Shares Sponsor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Sponsor such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Sponsor (not to exceed the Participation Portion that such holder of Shares Sponsor would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business days(15) Business Days, during which period, each such holder Sponsor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder Sponsor would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1 if the Board determines that compliance with the requirements of Sections 5.1.1 and 5.1.2 would be unduly burdensome, time-consuming or costly; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance as promptly as practicable and, in any event, within five business days and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth;; and (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) Share shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (Shares, not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) , on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen (15) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been been-entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares shams issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen (15) business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.16(a) and Section 6(b) above, the Issuer Company or its subsidiary (as applicable) may proceed with any Issuance an issuance of New Securities prior to having complied with the provisions of Section 2.1such sections; provided provided, that the Issuer Company or such subsidiary shall: : (ai) provide to each holder of Shares Material Holder who would have been a Participation Offeree in connection with received notice of such Issuance issuance of New Securities (ix) with reasonably prompt notice of such Issuance issuance and (iiy) the Participation Issuance Notice described in Section 2.1.1 6(b) in which the actual price per unit of Subject paid for such New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; ; (bii) offer to issue (or to provide for the sale by the Person to which the Company has initially authorized an issuance of New Securities implicating Section 6(a)) to such holder of Shares Material Holders such number of securities New Securities of the type issued in the Issuance issuance as may be requested by such holder of Shares (not to exceed the Participation Portion Material Holders that such holder of Shares Material Holders would have been entitled to purchase pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance6(a) on the same economic terms and conditions with respect to such securities New Securities as the subscribers or purchasers in the Issuance issuance received; and and (ciii) keep such offer open for a period of fifteen business days30 Business Days, during which period, each such holder Material Holder may accept such offer by sending a written acceptance notice to the Issuer committing Company describing such Material Holder’s election to purchase an all or any portion of the amount of New Securities available for purchase by such securities (not Material Holder as calculated in any event accordance with Section 6(a). If all of the New Securities offered to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued Material Holders pursuant to this Section 2.2 6(e) are not fully subscribed for by each Material Holder, the remaining New Securities shall be reoffered by the Company to the Material Holders purchasing their full portion upon the terms set forth in this Section 6(e) one additional time and each participating Material Holder shall be permitted to commit to acquiring all of the New Securities being reoffered pursuant to this Section 6(e) (and any over commitment shall be cut back pro rata on the basis of each such participating Material Holder’s relative pro rata portion of the New Securities, as calculated in accordance with respect Section 6(a)), except that such Material Holders must exercise their purchase rights within 5 Business Days after notice of such reoffer has been given by the Company to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)Material Holder.

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided provided, that the Issuer shallCompany will: (a) 5.2.1. provide to each holder of Shares Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit Share (or other applicable unit) of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be is set forth; (b) 5.2.2. offer to issue to such holder of Shares Stockholder such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed an amount equal to (i) the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and plus (bii) a number of additional securities sufficient to permit such holder to acquire, in total, the maximum same percentage of the aggregate number of shares issuable all securities included in the relevant Issuances effected pursuant to this Section 2.2 5.2 as such holder would have been entitled to acquire had the Company proceeded with respect the relevant Issuances under Section 5.1.1 rather than pursuant to such Issuancethis Section 5.2) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) 5.2.3. keep such offer open for a period of fifteen business twenty (20) calendar days, during which period, period each such holder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) issuance). 5.2.4. In the aggregate number of shares issued event the Company issues Subject Securities pursuant to this Section 2.2 with respect 5.2, the Company may repurchase the same number (and type) of Subject Securities from the Lead Investors and/or Affiliated Funds (as determined by such Lead Investors and Affiliated Funds) without any other Stockholder having a rights to participate in such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior Sale pursuant to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)4.1.

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: : (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; ; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject New Securities included in the Issuance and (by) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and and (c) keep such offer open for a period of fifteen (15) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject New Securities included in such issuance and (by) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing If any Participation Offeree does not elect to purchase its full Participation Portion of any such transaction shall occur at such time as the Equity Interests to be included in the Issuance, the Issuer specifiesshall promptly deliver an Undersubscription Notice to all Fully-Exercising Holders. Each Fully-Exercising Holder shall be entitled, by providing written notice to the Issuer within the Oversubscription Period, to elect to purchase up to the aggregate number of Equity Interests for which all Participation Offerees were entitled to, but in any event not prior did not, subscribe. Such Equity Interests shall be allocated among the Fully-Exercising Holders on a pro rata basis based on the number of Equity Interests such Fully-Exercising Holder has elected to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)purchase.

Post-Issuance Notice. Notwithstanding the requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: (a) provide to each holder of Shares Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Stockholder such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Stockholder (not to exceed the Participation Portion that such holder of Shares Stockholder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ai) the number of Subject Securities included in the Issuance and (bii) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business daysten Business Days, during which period, each such holder Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ai) the number of Subject Securities included in such issuance and (bii) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.1; provided that the Issuer shall: (a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen ten business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the requirements of Section 2.16.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.16.1; provided that the Issuer shall: (a) provide to each holder of Shares Management Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 6.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Management Stockholder such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Management Stockholder (not to exceed the Participation Portion that such holder of Shares Management Stockholder would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 6.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business daysten Business Days, during which period, each such holder Management Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 6.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance Issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 6.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.1Sections 5.1.1 and 5.1.2, the Issuer Company may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shallCompany will: (a) provide to each holder of Equity Investor Shares and each Manager then holding Shares valued, at the time of issuance of such Shares, at $500,000 or more, in each case, who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit Share (or other applicable unit) of Subject Securities (and, if applicable, actual Price Per Equivalent Shareprice per Share of Class A Common Stock) shall be is set forth; (b) offer to issue to such holder of Shares Equity Investor and such Manager such number of securities of the type issued in the Issuance as may be requested by such holder of Shares (not to exceed an amount equal to (i) the Participation Portion that such holder of Shares would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and plus (bii) a number of additional securities sufficient to permit such holder to acquire, in total, the maximum same percentage of the aggregate number of shares issuable all securities included in the relevant Issuances effected pursuant to this Section 2.2 5.2 as such holder would have been entitled to acquire had the Company proceeded with respect the relevant Issuances under Section 5.1.1 rather than pursuant to such Issuancethis Section 5.2) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and; (c) keep such offer open for a period of fifteen ten (10) business days, during which period, each such holder may accept such offer by sending a written acceptance to the Issuer Company committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance issuance); and (d) provide that such Equity Investors and (b) such Managers who accept such offer receive the aggregate number of shares issued pursuant to this Section 2.2 with respect to same economics such Issuance). The closing of any Equity Investors would have received if such transaction shall occur offer was made at such the same time as the Issuer specifiesSubject Securities were purchased by the Lead Investors or Affiliated Funds, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)as applicable.

Post-Issuance Notice. Notwithstanding the requirements of Section 2.15.1, the Issuer may proceed with any Issuance one or more Sponsors prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: (a) provide to each holder of Shares Sponsor who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; (b) offer to issue to such holder of Shares Sponsor such number of securities of the type issued in the Issuance as may be requested by such holder of Shares Sponsor (not to exceed the Participation Portion that such holder of Shares Sponsor would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in the Issuance and (b) the maximum aggregate number of shares issuable issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the Issuance received; and (c) keep such offer open for a period of fifteen business days(15) Business Days, during which period, each such holder Sponsor may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities (not in any event to exceed the Participation Portion that such holder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after If the Issuer issues securities in an Issuance subject to this Section 5.2, the Participation Notice contemplated by Issuer will not permit any stockholder receiving securities in such Issuance to vote such securities until the later of (i) the expiration of the fifteen (15) Business Day period referenced in Section 2.2(a)(ii)5.2(c) and (ii) if the offer in Section 5.2(c) is accepted, the date of sale of the securities to the purchasing Sponsor.

Post-Issuance Notice. Notwithstanding the requirements of this Section 2.17.4, the Issuer Partnership may proceed with any Issuance issuance of Preemptive Securities prior to having complied with the provisions of Section 2.1; 7.4 provided that the Issuer Partnership shall: (ai) provide to each holder of Shares Accredited Partner who would have been a Participation Offeree eligible to participate in connection with such Issuance issuance of Preemptive Securities pursuant to this Section 7.4 (ix) with prompt notice of such Issuance issuance and (iiy) the Participation Notice described in Section 2.1.1 in which the actual price per unit of Subject Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth7.4(a); (bii) offer to issue sell to such holder of Shares each Accredited Partner such number of securities Equity Securities of the type issued specified in the Issuance as may be requested by such holder of Shares (not to exceed the Participation Portion Notice that such holder of Shares Accredited Partner would have otherwise been entitled to purchase pursuant to Section 2.1 multiplied by 7.4(b); it being understood that the sum proceeds of (a) the number of Subject any such sales shall be used to repurchase Preemptive Securities included sold in the Issuance and (b) the maximum aggregate number of shares issuable pursuant to this Section 2.2 with respect to such Issuance) on original offering at the same economic terms and conditions with respect to price per Preemptive Security at which such securities as the subscribers in the Issuance receivedPreemptive Securities were initially sold; and (ciii) keep such offer open for a period of fifteen business (15) days, during which period, each such holder Accredited Partner may accept such offer by sending a written acceptance to the Issuer Partnership committing to purchase an amount of such securities Preemptive Securities (not in any event to exceed the Participation Portion pro rata portion that such holder Accredited Partner would have been entitled to pursuant to Section 2.1 multiplied by 7.4); provided that the sum of (a) the number of Subject Securities included in such issuance and (b) the aggregate number of shares issued pursuant to this Section 2.2 with respect to such Issuance). The closing of any the purchase of such transaction sale of Equity Securities shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days take place immediately after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii)expiration of such fifteen (15) day period.

Post-Issuance Notice. Notwithstanding the notice requirements of Section 2.15.1, the Issuer may proceed with any Issuance prior to having complied with the provisions of Section 2.15.1; provided that the Issuer shall: shall (a) provide to each holder of Shares Stockholder who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance Issuance, and (ii) the Participation Notice described in Section 2.1.1 5.1.1 in which the actual price per unit share of Subject New Securities (and, if applicable, actual Price Per Equivalent Share) shall be set forth; , (b) offer to issue to such holder of Shares such Stockholder the number of securities New Securities of the type issued in the Issuance as may be requested by such holder of Shares Stockholder (not to exceed the Participation Portion that such holder of Shares Stockholder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject New Securities included in the Issuance Issuance, and (by) the maximum aggregate number of shares issuable New Securities issued pursuant to this Section 2.2 5.2 with respect to such Issuance) on the same economic terms and conditions with respect to such securities New Securities as the subscribers in the Issuance received; and , and (c) keep such offer open for a period of fifteen ten (10) business days, during which period, each such holder Stockholder may accept such offer by sending a written acceptance to the Issuer committing to purchase an amount of such securities New Securities (not in any event to exceed the Participation Portion that such holder Stockholder would have been entitled to pursuant to Section 2.1 5.1 multiplied by the sum of (ax) the number of Subject New Securities included in such issuance issuance, and (by) the aggregate number of shares New Securities issued pursuant to this Section 2.2 5.2 with respect to such Issuance). The closing of any such transaction shall occur at such time as the Issuer specifies, but in any event not prior to the date that is fifteen business days after the Issuer issues the Participation Notice contemplated by Section 2.2(a)(ii).