Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. In the event the Corporation wishes at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of the Corporation), it shall first offer such additional Shares or convertible securities for purchase to Shareholders by written notice (an "Issuance Notice") given to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1; (b) a description of the Shares or convertible securities to be issued (the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; and (c) an offer for the recipient of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each Shareholder shall have the right, but not the obligation, (the "Pre-Emptive Right") to purchase all or a portion of the Treasury Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt of the Issuance Notice from the Corporation, specifying the number of Treasury Securities such Shareholder wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of Shares.

Pre-Emptive Right. In (a) Subject to the event terms and conditions of this Section 5.1 and applicable securities laws, if the Corporation wishes at Company proposes to offer or sell any time hereafter to issue any additional Shares from treasuryNew Securities, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of the Corporation), it Company shall first offer such additional Shares or convertible securities for purchase to Shareholders by written notice (an "Issuance Notice") given New Securities to each Shareholder. The Issuance Notice Company shall make such offer by giving written notice (a “New Issue Offer Notice”) to each Shareholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be delivered within ten days of all consents offered, and approvals (iii) the price and terms, if any, upon which it proposes to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1;offer such New Securities. (b) a description Each Shareholder shall have the absolute right to purchase that number of New Securities as shall be equal to (i) the number of the Shares or convertible securities New Securities proposed to be issued sold by the Company multiplied by (ii) a fraction, the numerator of which shall be the number of Shares owned by such Shareholder and the denominator of which shall be the aggregate number of Shares then owned by all of the Shareholders (the "Treasury Securities"“Pro Rata Share”), the name and address . A Shareholder shall be entitled to apportion its Pro Rata Share of the party or parties to whom the Treasury New Securities are to be issued, among itself and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; andits Affiliates in such proportions as it deems appropriate. (c) an offer for the recipient The Shareholders shall have a right of oversubscription such that if any Shareholder fails to purchase its Pro Rata Share of the Issuance Notice New Securities proposed to purchase from be sold by the Corporation Company, the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each other Shareholder shall have the rightright to purchase up to the balance of the New Securities not so purchased. Such right of oversubscription may be exercised by a Shareholder by accepting the offer contained in New Issue Offer Notice as to more than its Pro Rata Share. If, but not as a result thereof, such oversubscriptions exceed the obligationtotal number of New Securities available in respect of such oversubscription privilege, the oversubscribing Shareholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Share or as they may otherwise agree among themselves. (the "Pre-Emptive Right"d) If a Shareholder desires to purchase all or a portion any part of the Treasury New Securities, such Shareholder shall notify the Company in writing thereof within 10 Business Days of the date of the New Issue Offer Notice, which notice shall state the number of New Securities such Shareholder desires to purchase. Such notice shall, when taken in conjunction with the offer of such New Securities, be deemed to constitute a valid, legally binding, and enforceable agreement for the sale and purchase of such New Securities (subject to the limitations set forth above as to a Shareholder’s right to purchase more than its Pro Rata Share of the New Securities). Subject to compliance with applicable Law, sales of the New Securities to be sold to the purchasing Shareholders pursuant to this Section 5.1 shall be made at the offices of the Company on the terms described in 30th Business Day after the Issuance date of the New Issue Offer Notice. Such Pre-Emptive Right is exercisable sales shall be effected by each the issuance by the Company of a certificate or certificates evidencing the New Securities to be purchased by the purchasing Shareholder, against payment to the Company of the purchase price therefore by such purchasing Shareholder in immediately available funds. New Securities purchased by giving written notice Shareholders pursuant to this Section 5.1 shall immediately become subject to this Agreement upon completion of acceptance such purchase. (e) If the Shareholders do not purchase all of the New Securities, the New Securities not so purchased may be sold by the Company to any Person at any time within 90 days after the date the New Issue Offer was made. Any such sale shall occur at not less than the price and upon other terms and conditions, if any, not more favorable to the buyer than those specified in the New Issue Offer. The Shareholders acknowledge and agree that it shall be a condition precedent to such purchase that the Person acquiring the New Securities execute and deliver an adoption agreement in form and substance reasonably acceptable to both Shareholders (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt of the Issuance Notice from the Corporation, specifying the number of Treasury Securities such Shareholder wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis“Adoption Agreement”). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of Shares.

Pre-Emptive Right. In Subject to the provisions of Section 4.2 hereof, in the event the Corporation wishes at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive except for the granting of options to employees granted under an approved stock option plan not to exceed 10% of the issued and outstanding shares of the Corporation), ) it shall first offer such additional Shares or convertible securities them for purchase to by the Shareholders by written notice (an "Issuance Notice") given to each Shareholder. The Issuance Notice Such notice shall be delivered given within ten 10 days of all consents and approvals the approval of the Board of Directors of a proposal to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation to raise funds and shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1; (b) set forth a description of the Shares or convertible securities to be issued (the "Treasury Securities")offered, the name and address of the party or parties to whom the Treasury Securities are to be issued, purchase price and the issue price and other terms and conditions under purchase date which shall be a date not earlier than twenty (20) days after the Shares or convertible securities are to be issued; and (c) an offer for the recipient date of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) abovesuch notice. Upon receipt of such Issuance Noticenotice, each such Shareholder shall have the rightright to subscribe for and purchase a number of such Shares determined by multiplying the total number of Share offered by a fraction, but not the obligation, (numerator of which shall be the "Pre-Emptive Right") to purchase all or a portion number of Common Shares owned by such Shareholder at the Treasury Securities on date of such notice and the terms described in denominator of which shall be the Issuance Noticetotal number of Conunon Shares outstanding as at the date of such notice. Such Pre-Emptive Right is exercisable right shall be exercised by each the Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten twenty (20) days after the receipt of the Issuance Notice notice from the Corporation. In the event that the Shareholder does exercise such right it shall subscribe, specifying purchase and pay for such Shares on the purchase date set forth in the notice of the Corporation. If all the Shareholders do not subscribe for their respective proportions, the unsubscribed Shares shall be used to satisfy the subscriptions of such Shareholders for Shares in excess of their proportion and, if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Shares, the unsubscribed Shares shall be divided pro rata among the Shareholders desiring Shares as nearly as may be in proportion to the number of Treasury Securities Common Shares held by them respectively at the date of such notice, but no Shareholder wishes shall be bound to acquire pursuant thereto, up to that percentage take any such Shares in excess of the Treasury Securities which corresponds amount it desires. It shall be a condition to the percentage issuance of any new shares that the issued and outstanding Common Shares beneficially owned new Shareholder become party to this Agreement or, if agreed by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to Board, another shareholder or share restriction agreement approved by the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of SharesBoard.

Pre-Emptive Right. In the event the Corporation wishes The Company agrees that if at any time hereafter after the date hereof and prior to issue any additional Shares from treasuryAugust 31, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of the Corporation)2017, it shall first offer such additional Shares issue or agree to issue shares of common stock or any other security or instrument exercisable for or convertible securities for purchase to Shareholders by written notice (an "Issuance Notice"into shares of common stock, other than i) given to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and shall contain the following: (a) a statement that the Issuance Notice is given shares issued pursuant to the provisions of this Section 5.1; (b) a description any note, contract, option, warrant or security outstanding as of the Shares date hereof, including the 12% Convertible Promissory Note held by 2399371 Ontario Inc. and ii) shares issued as compensation to employees, officers and directors, the Subscriber shall have the right to participate in such offering (a “Subsequent Offering”) and purchase such number of the securities or convertible securities instruments to be issued (sold, upon the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; and (c) an offer for paid by the recipient of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described other participants in the Issuance Notice pursuant to (b) above. Upon receipt Subsequent Offering, as are necessary such that upon the purchase of such Issuance Noticesecurities and the conversion or exercise thereof, each Shareholder shall have the right, but not Subscriber will own the obligation, (the "Pre-Emptive Right") to purchase all or a portion percentage of the Treasury Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt of the Issuance Notice from the Corporation, specifying the number of Treasury Securities such Shareholder wishes to acquire pursuant thereto, up to that percentage outstanding shares of the Treasury Securities which corresponds common stock of the Company after giving effect to such Subsequent Offering as is equal to the percentage of the issued outstanding shares of common stock of the Company that the Subscriber will own immediately after the purchase of the Purchased Shares. The Company shall give the Subscriber not less than 15 days’ prior written notice of any Subsequent Offering, which shall include a description of the terms and outstanding Common Shares beneficially owned conditions and the scheduled closing date thereof, and the Subscriber shall by written notice the Shareholders as at such time (calculated on a non-diluted basis). If more Company not later than one Shareholder gives a Pre-Emptive Right Exercise Notice two business prior to the Corporationscheduled closing date shall indicate whether he desires to participate in that Subsequent Offering. The right granted in this Section 5.1 shall not apply after the Company has sold in one or more transactions other than those referenced in clauses i) and ii) above, then common stock or securities exercisable for or convertible into common stock for which it has received an aggregate of $10 million. Further, the Treasury Securities right granted hereby shall be allocated among them pro rata to their beneficial ownership void if the Subscriber does not acquire all of Sharesthe Purchased Shares provided for in this Agreement.

Pre-Emptive Right. In Notwithstanding the event the Corporation wishes at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan Articles of Incorporation of the Corporation)Company, it the following shall first offer such additional Shares or convertible securities for purchase apply to Shareholders by written notice (an "Issuance Notice") given to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents the allotment and approvals to issue Shares or grant or issue any securities convertible into Shares having been received issuance by the Corporation and shall contain the following:Company of any Shares. (a) a statement that If the Issuance Notice is given pursuant Company proposes to issue further shares, (the “Issued Shares”), the Issued Shares shall be offered to the provisions Shareholders at a price and upon terms determined by the Board of this Section 5.1;Directors. The Company shall give written notice (the “Issuing Notice”) to each of the Shareholders, setting forth the price at which, and terms on which the Issued Shares are being offered. Each Shareholder will be offered that number of the Issued Shares as is his percentage ownership of the Company before the issuance of the Issued Shares (“Common Share Ratio”). (b) a description Each Shareholder wishing to purchase all or part of his Common Share Ratio of the Issued Shares or convertible securities must notify the Company, in writing, of his intention to be issued (the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; anddo so. (c) an If any Shareholder accepts the offer stated in the Issuing Notice, the Shareholders shall subscribe for the recipient Issued Shares in accordance with the Issuing Notice and shall execute a written subscription in accordance therewith which shall be accepted forthwith by the Company. (d) If any Non-IMI Shareholder does not subscribe for his/her full allotment of the Issuance Notice Issued Shares, such non-subscribed Shares shall be offered to purchase from the Corporation other Non-IMI Shareholders, pro-rata. (e) Any Issued Shares which are not subscribed for by the Treasury Securities Shareholders in accordance with this Article may be offered by the Company to a third party at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Issuing Notice, each Shareholder provided that no subscription shall have be accepted by the right, but not Company for the obligation, (sale of any such shares to a third party except with the "Pre-Emptive Right") to purchase all or a portion written consent of the Treasury Securities on holders of not less than two-thirds of the terms described outstanding common shares in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt capital stock of the Issuance Notice from Company. (f) In the Corporationevent that the provisions of Section 12(d) are invoked, specifying the number of Treasury Securities such Shareholder wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall do not subscribe for their ratable allocation of Shares will be allocated among them pro rata to their beneficial ownership of Sharesdiluted.

Pre-Emptive Right. In Except as expressly provided in any Shareholder Document, no units of Fund, Common Shares or Partnership Units will be issued by Fund, General Partner or Partnership (as the event case may be) and no option or other right for the Corporation wishes purchase of or subscription for or other security convertible into or exercisable or exchangeable for units of Fund, Common Shares or Partnership Units (as the case may be) will be granted at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of after the Corporation), it shall first offer such additional Shares or convertible securities for purchase to Shareholders by written notice (an "Issuance Notice") given to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by date hereof except upon compliance with the Corporation and shall contain the following:following provisions. (a) a statement that If General Partner and Partnership propose to issue any Common Shares and Partnership Units, respectively (the Issuance Notice is given pursuant “Affected Securities”), General Partner and Partnership (as the case may be) will first offer the Affected Securities for subscription by CanWest, Fund and Trust as nearly as may be in proportion to the provisions number of this Section 5.1;Common Shares and Partnership Units held by CanWest and its Affiliates, Fund and Trust (as reflected on the securities register of General Partner and Partnership (as the case may be)) at the date of the offer at the subscription price as determined by the Board. The offer will contain a description of the terms and conditions relating to the Affected Securities and will state the price at which the Affected Securities are offered and the date on which the purchase of Affected Securities by CanWest, Fund or Trust, as the case may be, is to be completed and will state that CanWest, Fund or Trust, as the case may be, may subscribe for Affected Securities only by giving notice of the exercise of the subscription right to General Partner and Partnership (as the case may be) within thirty (30) days after the date of the offer. The offer will also state that if CanWest, Fund or Trust, as the case may be, wishes to subscribe for a number of Affected Securities that is less than or in excess of its proportion it will, in its notice of subscription, specify the number of Affected Securities less than or in excess of such proportion that it wishes to purchase, provided that General Partner and Partnership (as the case may be) shall not be required to issue Affected Securities to CanWest, Fund or Trust, as the case may be, in excess of the proportion held by CanWest and its Affiliates, Fund and Trust at the date of the offer. (b) If Fund proposes to issue any units of Fund (the “Affected Units”), Fund will first offer that proportion of the Affected Units for subscription by CanWest as nearly as may be in proportion to the number of Partnership Units and Common Shares held by CanWest and its Affiliates (as reflected on the securities register of Partnership and General Partner (as the case may be)) at the date of the offer at the subscription price as determined by the Trustees of Fund. The offer will contain a description of the Shares or convertible securities to be issued (the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under relating to the Affected Units and will state the price at which the Shares or convertible securities Affected Units are offered and the date on which the purchase of Affected Units by CanWest is to be issued; andcompleted (which shall be the same date as the date of completion of the sale of the balance of Affected Units) and will state that CanWest may subscribe for units of Fund only by giving notice of the exercise of the subscription right to Fund within thirty (30) days after the date of the offer. The offer will also state that if CanWest wishes to subscribe for a number of units of Fund that is less than its proportion it will, in its notice of subscription, specify the proportion of Affected Units that it wishes to purchase. (c) Subject to Subsection 3.9(d), if Fund proposes to issue Affected Units, CanWest may exercise its right to acquire Affected Units or may elect to acquire an equivalent number of Common Shares and Partnership Units of General Partner and Partnership, respectively. Upon such election, by notice to Fund, General Partner and Partnership, General Partner and Partnership shall issue that number of Common Shares and Partnership Units to CanWest on the date of completion of the sale of the balance of Affected Units and, for purposes of Subsection 3.9(d) CanWest shall be deemed to have acquired that number of units of Fund. (d) If any of the Affected Securities or Affected Units are not subscribed for by CanWest, Fund or Trust, as the case may be, within the period of thirty (30) days after the date on which they are offered to CanWest, Fund or Trust, as the case may be, then Fund, General Partner and Partnership (as the case may be) may offer such unsubscribed Affected Securities or Affected Units within the period of ninety (90) days after the expiration of such thirty (30) day period to any Person, provided the price at which such Affected Securities or Affected Units are issued is not less than the subscription price offered to CanWest, Fund or Trust, as the case may be, the terms of payment for such Affected Securities or Affected Units are not more favourable to such Person than the terms of payment offered to CanWest, Fund or Trust, as the case may be, and the issuance of the Affected Securities or Affected Units to such Person would not result in (i) Fund ceasing to be a “mutual fund trust” for purposes of the Tax Act, (ii) any newspaper published or produced by General Partner or any of its Subsidiaries ceasing to be a “Canadian newspaper” for purposes of the Tax Act, (iii) Trust becoming subject to tax under Part XII.2 of the Tax Act, or (iv) Partnership ceasing to be a “Canadian partnership” for purposes of the Tax Act. None of Fund, General Partner or Partnership shall be required to issue any Affected Units or Affected Securities, respectively, unless all Affected Units or Affected Securities are sold on the date of completion. (e) If Fund, General Partner or Partnership (as the case may be) proposes to grant an option or other right for the recipient purchase of or subscription for Affected Securities or units of Fund or other security convertible into or exercisable or exchangeable for Affected Securities or units of Fund (collectively, “Convertible Securities”), such Convertible Security will also be made available to CanWest, Fund or Trust, as the case may be, as nearly as may be possible in accordance with the foregoing provisions. (f) CanWest, Fund or Trust, as the case may be, may not exercise its right to acquire Affected Securities, units of Fund or Convertible Securities under this Section 3.9 if such exercise, or the issuance or sale of units of Fund, Common Shares or Partnership Units upon such exercise, would (i) cause Fund to cease to be a “mutual fund trust” for purposes of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each Shareholder shall have the right, but not the obligationTax Act, (the "Pre-Emptive Right"ii) cause any newspaper published or produced by General Partner or any of its Subsidiaries to purchase all or cease to be a portion “Canadian newspaper” for purposes of the Treasury Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance Tax Act, (the "Pre-Emptive Right Exercise Notice"iii) cause Trust to the Corporation within ten days after receipt become subject to tax under Part XII.2 of the Issuance Notice from the CorporationTax Act, specifying the number of Treasury Securities such Shareholder wishes or (iv) cause Partnership to acquire pursuant thereto, up cease to that percentage be a “Canadian partnership” for purposes of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of SharesTax Act.

Pre-Emptive Right. In 9.1 Pre-Emptive Right of JV Shareholder RCMCI agrees that if RCMCI or any of its subsidiaries issues any Equity Shares or Convertible Securities (the event the Corporation wishes at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares "Additional Securities") (other than incentive options to employees granted under an approved stock option plan another member of the CorporationRCMCI Wholly-Owned Group), it RCMCI shall, or shall first cause its subsidiary to, contemporaneously with such issuance or promptly thereafter offer to JV Shareholder the right to subscribe for and purchase a number of such additional Shares Additional Securities so that JV Shareholder can maintain the voting and equity interest in the RCMCI Group (determined on a diluted basis) which JV Shareholder held immediately prior to the issue of the Additional Securities at the same cash subscription price (or convertible securities for purchase if the subscription price was paid in property, the amount added to Shareholders by written notice (an "Issuance Notice"stated capital of the class of shares of RCMCI being issued in respect of such property) given to each Shareholderin respect of such Additional Securities. The Issuance Notice Such offer shall be delivered within ten days of all consents and approvals made in writing by RCMCI to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation JV Shareholder and shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1; (b) a description of the Shares or convertible securities to be issued (terms and conditions of the "Treasury Additional Securities"), the name and address of price at which the party or parties to whom the Treasury Additional Securities are to be issued, or have been issued and the issue price and other terms and conditions under number of Additional Securities which the Shares or convertible securities are to be issued; and (c) an offer for the recipient of the Issuance Notice JV Shareholder is entitled to purchase from under this section and the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each offer shall state that if JV Shareholder shall have the right, but not the obligation, (the "Pre-Emptive Right") wishes to purchase all or a portion of the Treasury Additional Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder under this section, it may do so only by giving written notice of acceptance (exercise of such right to RCMCI within 30 days following the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt date of the Issuance Notice from offer to JV Shareholder. The offer shall also state that if JV Shareholder wishes to subscribe for a number of Additional Securities less than the Corporationnumber to which it is entitled under this section, specifying JV Shareholder may do so and shall, in the notice of exercise of the offer, specify the number of Treasury Additional Securities such that JV Shareholder wishes to purchase. RCMCI shall not be required to offer to JV Shareholder any securities issuable upon the conversion of, or otherwise issuable pursuant to, a Convertible Security so long as JV Shareholder was offered the right to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of SharesConvertible Security in accordance with this section 9.1.

Pre-Emptive Right. In the event (a) If the Corporation wishes at any time hereafter proposes to issue any additional Shares from treasurysecurities of the Corporation to any one or more of Blackstone, Whitehall or grant Teachers (any one or issue more of whom are referred to in this section as the "Purchaser") other than pursuant to a Public Offering, the Shareholders shall use their reasonable best efforts to make such securities available on a pro rata basis to Blackstone, Whitehall or Teachers, as the case may be, on the same terms and conditions. (b) If the Corporation does not offer such securities to each of Blackstone, Whitehall and Teachers on a pro rata basis, then any Purchaser shall offer to sell a portion of any securities convertible into Shares acquired by it to those of Blackstone, Whitehall or Teachers who have not had the opportunity to purchase their pro rata share of such securities from the Corporation (other than incentive options to employees granted under an approved stock option plan the "Offerees") so that after such sale each of the Offerees that wishes to acquire such securities shall have had the opportunity to purchase its pro rata share of the securities issued by the Corporation either directly from the Corporation or failing availability from the Corporation), it shall first from the Purchaser. Any offer such additional Shares or convertible securities for purchase to Shareholders sell by written notice (an "Issuance Notice") given to each Shareholder. The Issuance Notice a Purchaser shall be delivered within ten days of all consents on the same terms and approvals to issue Shares or grant or issue any conditions as the Purchaser acquired such offered securities convertible into Shares having been received by from the Corporation and shall contain be open for acceptance for at least 21 days, provided that if the following: (a) offer is made at least 10 days before the securities are issued, then the offer will expire on the date of issuance thereof or such later date as may be specified by the Purchaser in the offer. The offer can be made prior to the issuance of the securities by the Corporation or, in any event, within 10 days thereafter. To the extent possible, the Purchaser shall sell, transfer and assign to any purchasing Offeree all of the rights associated with the securities so purchased including, without limitation, any registration rights associated with such securities. Notwithstanding anything contained herein, no party shall be obligated to sell any securities to any other party if such sale would result in a statement material tax liability to the seller or the Shareholders or impose any liability or obligation whatsoever on the seller; for the purposes of this paragraph, materiality shall be determined having regard for the fact that the Issuance Notice seller of the securities will obtain no benefit whatsoever from the sale of the securities and is given pursuant effecting such transaction solely as an accommodation to the provisions of this Section 5.1; (b) a description of the Shares or convertible securities to be issued (the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; andparties. (c) an offer for For the recipient purposes of this section 6.1, the Issuance Notice pro rata share of any party of any distribution will be determined by reference to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each Shareholder shall have the right, but not the obligation, (the "Pre-Emptive Right") to purchase all or a portion of the Treasury Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt of the Issuance Notice from the Corporation, specifying the number of Treasury Securities Common shares held by it and its Affiliates at the date of such Shareholder wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of Sharesoffering.

Pre-Emptive Right. In Except as expressly provided in this Article 11, no JVC Securities shall be issued by JVC and no option or other right for the event the Corporation wishes purchase of or subscription for any JVC Securities shall be granted at any time hereafter after the date hereof except upon compliance with the following provisions. 11.2.1 If JVC proposes to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares JVC Securities (other than incentive options to employees granted under an approved stock option plan of the Corporation“Affected Securities”), it JVC shall first offer such additional Shares or convertible securities the Affected Securities for purchase subscription by the Shareholders in proportion to Shareholders their respective Ownership Interests at the date of the offer, at the subscription price per share determined by written notice (an "Issuance Notice") given the Board. Such offer shall be made in writing to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and offer shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1; (b) a description of the Shares or convertible securities to be issued (the "Treasury Securities"), the name and address of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under relating to the Affected Securities and shall state the price at which the Shares or convertible securities Affected Securities are offered and the date on which the purchase of Affected Securities by Shareholders is to be issued; and (c) an offer completed and shall state that any Shareholder which wishes to subscribe for the recipient Affected Securities may do so only by giving Notice of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each Shareholder shall have the right, but not the obligation, (the "Pre-Emptive Right") to purchase all or a portion exercise of the Treasury Securities on subscription right to JVC within 30 days, or such shorter period as the terms described in Shareholders agree subject to Applicable Law, after the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt date of the Issuance offer. The offer shall also state that any Shareholder which wishes to subscribe for a number of Affected Securities less than or in excess of its proportion shall, in its Notice from the Corporationof subscription, specifying specify the number of Treasury Affected Securities less than or in excess of such Shareholder proportion that it wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by purchase. If all the Shareholders as at such time (calculated do not subscribe for their respective proportion, the unsubscribed Affected Securities shall be applied to satisfy, on a non-diluted pro rata basis), the subscriptions of Shareholders for Affected Securities in excess of their respective proportion. If JVC has received subscriptions to purchase which are more than one Shareholder gives a Pre-Emptive Right Exercise Notice sufficient to exhaust the Corporationunsubscribed Affected Securities, then the Treasury unsubscribed Affected Securities shall be allocated among them pro rata among the Shareholders who wish to purchase Affected Securities in excess of their respective proportion in proportion to their beneficial ownership Ownership Interests at the date of Sharesthe offer. If the Affected Securities shall not be capable, without division into fractions, of being offered to or being allocated among the Shareholders in the proportions referred to above, they shall be offered to or allocated among the Shareholders as nearly as may be in the proportions referred to above and any balance shall be offered to or allocated among the Shareholders or some of them in such manner as the Board determines to be equitable. No Shareholder shall be obliged to purchase any Affected Securities in excess of the number indicated in its subscription. 11.2.2 If any of the Affected Securities of any issue are not subscribed for within the period of 30 days, or such shorter period as the Shareholders agree, after they are offered to the Shareholders, JVC may offer such unsubscribed Affected Securities within the period of 120 days after the expiration of such 30 day period to any Person; provided that the price at which such Affected Securities may be issued shall not be less than the subscription price offered to the Shareholders and the terms of payment for such Affected Securities shall not be more favourable to such Person than the terms of payment offered to the Shareholders, and provided, further, that such Person shall have agreed to be bound by this Agreement pursuant to a counterpart agreement which is in a form acceptable to CME and [Xxxx], acting reasonably. 11.2.3 If JVC proposes to grant an option or other right for the purchase of or subscription for Affected Securities, such option or other right shall also be made available to Shareholders as nearly as may be possible in accordance with the foregoing. 11.2.4 For greater certainty, this Section 11.2 does not apply to any issuance of JVC Securities pursuant to any Approved Financing Plan or pursuant to the implementation of any Shareholder funding requirements pursuant to Section 8.6. The provisions of Article 7 and the terms of any Approved Financing Plan shall govern the terms of such issuances, if any, of JVC Securities.

Pre-Emptive Right. The Limited Partners shall have a pre-emptive right to participate in any offering of Class A Units as follows: (a) In the event that the Corporation General Partner wishes at to offer Class A Units which do not relate to the Initial Closing or to any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of the Corporation)reasonably proximate Subsequent Closing, it shall first offer such additional Shares or convertible securities them to Limited Partners for purchase to Shareholders by written notice (an "Issuance Notice") given to each ShareholderLimited Partner. The Issuance Notice Such notice shall set forth a description of the Class A Units to be offered, the purchase price and the commitment date (“Commitment Date”) by which the Limited Partners must confirm their commitment, which shall be delivered within no less than ten (10) days from the date of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and shall contain the following: (a) a statement that the Issuance Notice is given pursuant to the provisions of this Section 5.1;notice. (b) Upon receipt of such notice, each Limited Partner shall have the right to subscribe for and purchase the number of Class A Units (the “Allocated Class A Units”) determined by multiplying the total number of Class A Units offered by a description fraction, the numerator of which shall be the number of Class A Unit owned by such Limited Partner as of the Shares or convertible securities to be issued (the "Treasury Securities"), the name and address date of the party or parties to whom the Treasury Securities are to be issuednotice, and the issue price and other terms and conditions under denominator of which shall be the Shares or convertible securities are to be issued; andtotal number of Class A Units held by all Limited Partners. (c) an offer for Such right shall be exercised by the recipient of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described in the Issuance Notice pursuant to (b) above. Upon receipt of such Issuance Notice, each Shareholder shall have the right, but not the obligation, (the "Pre-Emptive Right") to purchase all or a portion of the Treasury Securities on the terms described in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder Limited Partner by giving written notice of acceptance (the "Pre-Emptive Right Exercise Notice") to the Corporation within ten days after receipt General Partner by the Commitment Date. If a Limited Partner fails to deliver such notice by the Commitment Date, then any rights which such Limited Partner has to subscribe for such Class A Units shall be extinguished. If a Limited Partner is prepared to purchase a greater number of Class A Units than their Allocated Class A Units, then the Issuance Notice from Limited Partner shall state in the Corporation, specifying notice of acceptance the number of Treasury Securities such Shareholder wishes additional Class A Units that the Limited Partner is willing to acquire pursuant thereto, up to purchase. (d) In the event that percentage all of the Treasury Securities which corresponds Limited Partners exercise their right, they shall each subscribe, purchase and pay for their Allocated Class A Units on the purchase date set forth in the notice of the General Partner. (e) If any of the Limited Partners does not subscribe for its Allocated Class A Units, the unsubscribed Class A Units shall be used to satisfy the subscriptions of Limited Partners who have indicated a willingness to purchase Class A Units in excess of their Allocated Class A Units and, if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Class A Units, the unsubscribed Class A Units shall be divided pro rata among the Limited Partners desiring additional Class A Units as nearly as may be in proportion to the percentage number of Class A Units held by them, respectively, at the date of such notice, but no Limited Partner shall be bound to take any such Class A Units in excess of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice to the Corporation, then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of Sharesamount it so desires.

Pre-Emptive Right. In the event the Corporation wishes at any time hereafter to issue any additional Shares from treasury, or grant or issue any securities convertible into Shares (other than incentive options to employees granted under an approved stock option plan of the Corporation), it shall first offer such additional Shares or convertible securities for purchase to Shareholders by written notice (an "Issuance Notice"i) given to each Shareholder. The Issuance Notice shall be delivered within ten days of all consents and approvals to issue Shares or grant or issue any securities convertible into Shares having been received by the Corporation and shall contain the following: (a) a statement that the Issuance Notice is given pursuant Subject to the provisions of this Section 5.1;Clause 3, in the event the Company proposes to raise additional capital ("Additional Capital") through a fresh issue of Shares ("Further Instruments") then the Company shall give each of the Shareholders a right to participate on a pro-rated basis in such Additional Capital raise. (bii) The Company shall give the Shareholders a description written notice of any such Additional Capital raise and such notice shall specify the Shares or convertible securities to be issued number and class of Further Instruments, its price, the manner and time of payment and their general terms of issuance, and specifying each Shareholder's entitlement (the "Treasury SecuritiesIssue Notice"), . Each Shareholder shall have 30 (thirty) Days after the name and address Issue Notice is delivered to them to give the Company written notice that it agrees to subscribe to part or all of its pro-rata share of the party or parties to whom the Treasury Securities are to be issued, and the issue price and other terms and conditions under which the Shares or convertible securities are to be issued; and (c) an offer Further Instruments for the recipient of the Issuance Notice to purchase from the Corporation the Treasury Securities at the price and on the terms described specified in the Issuance Issue Notice pursuant (the "Subscription Notice"). (iii) On the 10th (tenth) Business Day after expiry of the 30 (thirty) Day period referred to in Clause 4.1.1(ii): (a) each Shareholder that exercised its entitlement as provided in this Clause 4.1.1 shall subscribe for the number of its pro rata share of the Further Instruments specified in the Subscription Notice; (b) above. Upon receipt of such Issuance Notice, each Shareholder the Shareholders exercising its entitlement as provided in this Clause 4.1.1 shall have pay the right, but not relevant consideration to the obligation, Company; (c) the "Pre-Emptive Right") to purchase all or a portion Company shall issue and allot the Further Instruments and register in its share registry the name of the Treasury Securities concerned Shareholder and the number of Further Instruments for which such Shareholder has subscribed; (d) the Company shall issue new certificates to the concerned Shareholders representing the number of Further Instruments for which such Shareholder has subscribed; and (e) the Board shall be free to dispose of the Unpurchased Shares, in such manner as it deems fit provided that such Unpurchased Shares is disposed off on the same or less favourable terms described as compared with the terms set out in the Issuance Notice. Such Pre-Emptive Right is exercisable by each Shareholder by giving written notice Issue Notice and such disposal takes place within a period of acceptance 90 (the "Pre-Emptive Right Exercise Notice"ninety) to the Corporation within ten days after the receipt of the Issuance Issue Notice from the Corporation, specifying the number of Treasury Securities such Shareholder wishes to acquire pursuant thereto, up to that percentage of the Treasury Securities which corresponds to the percentage of the issued and outstanding Common Shares beneficially owned by the Shareholders as at such time (calculated on a non-diluted basis). If more than one Shareholder gives a Pre-Emptive Right Exercise Notice failing which the right of the Company to raise the Additional Capital shall lapse and the provisions of this Clause 4.1.1 shall once again apply to the Corporationraise of such Additional Capital. The provisions of this Clause 4.1.1 shall not apply to (i) the issuance of Equity Shares on exercise of ESOPs granted by the Company; (ii) the issuance of Equity Shares in an IPO undertaken by the Company; and/or the issuance of the SFL Subscription Shares; or (iii) any issue of Shares to Creador or the New Investors pursuant to clause 5.11(a)(ii)(F), then the Treasury Securities shall be allocated among them pro rata to their beneficial ownership of SharesClause 6.1(j) or Clause 6.1(k) below.