Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. The Company hereby grants to the Holder (so long as SPCP Group IV, LLC or an Affiliate thereof (which term shall include any investment fund managed by SPCP Group IV, LLC or its Affiliates) is and remains the Holder hereof) pre-emptive rights with respect to issuances, other than Exempt Issuances, after the Initial Exercise Date, by the Company of its equity securities or securities or rights convertible into or exercisable for equity securities, where issuance of those securities or rights would result in dilution of the Holder’s beneficial ownership (as calculated by the Holder for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into account all securities of the Company held by the Holder which entitle the Holder to acquire Common Stock at any time, including, without limitation, this Warrant, immediately prior to the consummation of the proposed issuance (the “Pre-emptive Rights. (a) Transaction Percentage”). Each Investor shall have a preemptive right time the Company proposes to purchase all issue or offer any portion of an offering by the Companyshares of, or securities or rights convertible into or exercisable for any subsidiary shares of, any class of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of ’s equity securities that (the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred “New Shares”) that were issued or outstanding on would reduce the date hereof; (ii) any shares issued or issuable to officersHolder’s Pre-Transaction Percentage, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable other than in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offeringExempt Issuances, the Company shall have ninety first make a written offer to the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (90the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Shares to be issued or offered, and (d) the price and terms upon which it proposes to issue or offer the New Shares. The Holder may, by written notice to the Company delivered within ten (10) days thereafter of its receipt of the Offer Notice, elect to sell the securities not elected to be purchased by the Investors purchase, at the price and upon on the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunderOffer Notice, up to its pro rata share of the New Shares. In The closing of the event sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) identified in the Offer Notice, but no earlier than fifteen (15) days following the Holder’s receipt of the Offer Notice (unless a shorter period is mutually agreed between the Company has not sold some or all and the Holders). The Holder’s pro rata share of the securities within New Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, including any such ninety (90) day period, person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase rights. If the Company does not consummate the issuance or sale of the New Shares within sixty (60) days following the Holder’s receipt of the Offer Notice, then the New Shares shall not thereafter issue be offered, issued or sell any unsold securities without first offering such securities sold unless again offered to the Investors Holder in the manner provided aboveaccordance with this Section 6. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor For so long as TPG, together with its Affiliates, owns at least ten percent (10%) of the outstanding Common Stock on an as-converted basis, TPG or one or more TPG Affiliates designated by TPG shall have a preemptive the option and right (but not the obligation) to participate (or nominate any of TPG’s Affiliates to participate) in any Equity Issuance by purchasing up to TPG’s and its Affiliates’ Pro Rata Portion of such Equity Issuance at the Equity Issuance Price and the same terms and conditions as offered to other investors in the Equity Issuance. The Company agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow TPG or its Affiliate(s), as applicable, to fully participate in any Equity Issuance in accordance with the provisions of this Agreement; provided, that if the Company’s stockholders (excluding TPG) have not approved the conversion of the Preferred Stock, TPG shall (at its option (and in lieu of the rights to which TPG would have otherwise been entitled had the conversion of the Preferred Stock been approved)) have the right to purchase all or any portion a number of an offering by shares of Preferred Stock having, in the Companyaggregate, or any subsidiary a Liquidation Preference (as such term is defined in the certificate of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securitydesignation establishing such Preferred Stock) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary aggregate value of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% Pro Rata Portion of such equity securities; provided further Equity Issuance that there will be no such preemptive right in the case of TPG would have (i) shares issued or issuable pursuant to the exercise of options or warrants or had the conversion of convertible securities (including the Preferred SharesStock been approved) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have otherwise been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing entitled to purchase. (b) For so long as TPG has rights set forth in Section 3.1(a), in the event the Company proposes to undertake an Equity Issuance, the Company shall give TPG prior written notice of its intention, describing the type of equity interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), and the general terms and conditions upon which the Company proposes to effect the Equity Issuance. TPG and its Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such shorter period, that shall be as long as practicable, as may be required in order for TPG and its Affiliates to participate in such proposed Equity Issuance) from the date TPG receives notice of the proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the consideration and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of equity interests to be purchased. Any such notice shall be irrevocable. (c) In the event that neither TPG nor any of its Affiliates exercises the Investors have not elected pursuant to this right set forth in Section 4.01(b3.1(b) to purchase all of above within the contemplated offeringapplicable period set forth above, the Company shall have ninety (90) days thereafter to sell the securities equity interests in respect of which such pre-emptive rights were not elected to be purchased by the Investors exercised, at the a price and upon the general terms no not materially more favorable favourable to the purchasers of such securities thereof than specified in the Company Company’s notice hereunderto TPG. In the event that the Company has not sold some or all of the securities equity interests within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities equity interests without first offering the applicable Pro Rata Portion of such securities to the Investors in the manner provided aboveTPG and its Affiliates pursuant to this Section 3.1. (cd) The rights Company shall have the right, in its sole discretion, at all times prior to consummation of each Investor under this Article 4 shall be subject any proposed Equity Issuance giving rise to the ability of rights granted by this Section 3.1, to abandon, withdraw or otherwise terminate such Investor proposed Equity Issuance, without any liability to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesTPG or its Affiliates.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor If after the date hereof the Company authorizes the issuance or sale of any preferred or common units or any securities convertible, exchangeable or exercisable for preferred or common units to (i) the GTCR Investors or (ii) any employees of the GTCR Investors or any entity directly or indirectly controlling or under common control with any of the GTCR Investors (each, a "GTCR ISSUANCE"), the Company shall offer to sell to each holder of Common Units (other than the GTCR Investors) (the "OTHER COMMON SECURITYHOLDERS"), at the same price and on the same terms, an amount of preferred or common units or such other securities equal to the PRODUCT of (i) the quotient determined by dividing (A) the number of units of Common Units held by such Other Common Securityholders by (B) the total number of units of Common Units outstanding, in each case on a fully diluted basis AND (ii) the sum of the number of units of preferred or common units or such other securities to be issued in the GTCR Issuance plus the number of preferred or common units or such other securities which Other Common Securityholder have a preemptive right elected to purchase all pursuant to SECTION 3(b) below. Each Other Common Securityholder shall be entitled to purchase such securities at the most favorable price and on the most favorable terms as such securities are to be offered in the GTCR Issuance; PROVIDED that if the purchasers in the GTCR Issuance are required or any portion of an offering by the Company, or any subsidiary permitted to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Other Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive Securityholders exercising their rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options this SECTION 3 shall also be required or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiarypermitted, as the case may be, to purchase the same strip of securities (on the same terms and conditions) that the purchasers in the GTCR Issuance are required or any options granted or permitted to purchase, as the case may be. The purchase price for all securities to be granted thereunder; or (iii) shares issued or issuable offered to the Other Common Securityholders shall be payable in the acquisition cash or, if permitted by the Company or in its sole discretion, notes issued by a subsidiary such holders. It is understood by the parties hereto that the Company may proceed with the consummation of the Company of any other corporation, association, partnership or another entity or GTCR Issuance prior to offering such securities to the assets or securities thereof. Each Investor shall have such right Other Common Securityholders; provided that an Issuance Notice (as defined below) is delivered to purchase when the securities are issued or sold by the Company, or any subsidiary each of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Other Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30Securityholders in accordance with SECTION 3(b) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasebelow. (b) The Company shall deliver to each holder a written notice (each, an "ISSUANCE NOTICE") describing in reasonable detail the securities being offered, the purchase price thereof, the payment terms and such Other Common Securityholder's percentage allotment prior to the closing of the GTCR Issuance OR no later than 30 days thereafter. In order to exercise its purchase rights hereunder, each Other Common Securityholder must within fifteen (15) days after receipt of an Issuance Notice, deliver a written notice to the event that the Investors have not elected pursuant to this Section 4.01(b) Company describing its election hereunder. If one or more Other Common Securityholders elects to purchase all of the contemplated offeringshares or other securities under this SECTION 3, the Company closing of such purchase shall have ninety (90) occur no later than 30 days thereafter to sell the securities not elected to be purchased after receipt by the Investors at the price and upon the terms no more favorable to the purchasers Company of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveelection. (c) Notwithstanding the foregoing, the rights set forth in this SECTION 3 shall not apply to (i) pro rata issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such equity securities) to all holders of Common Units, as a dividend on, subdivision of or other distribution in respect of, the Common Units, (ii) any issuances of Common Units or Class B Preferred Units to the GTCR Purchasers pursuant to the Purchase Agreement, (iii) any sale by the Company of Common Units pursuant to any Dilution Repurchase Option (as defined in the Senior Management Agreements) or (iv) any issuances of Common Units or Class B Preferred Units upon the exercise of any Warrants issued to GTCR Capital Partners pursuant to the Warrant Agreement. (d) The rights set forth in this SECTION 3 shall continue with respect to each Securityholder Security until the earlier of each Investor under this Article 4 shall be subject to (i) the ability transfer of such Investor to make representations to Securityholder Security in a Public Sale or (ii) the consummation of a Sale of the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesor a Public Offering.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have Subject to the terms of this Section 9.2, the Company hereby grants to each Shareholder a preemptive pre-emptive right to purchase all up to its pro rata share of any New Securities which the Company may, from time to time, propose to sell, offer or issue. The foregoing shall not apply in respect of any portion sale, offer or issuance of an offering New Securities by the CompanyCompany to (i) any Strategic Investor or (ii) an Existing Shareholder (or its Affiliates) for purposes of, or in connection with, a proposed Transfer of such New Securities to any subsidiary of the Company, of any equity security Strategic Investor (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors“Exempted Issuance”); provided that, that (w) any New Securities issued pursuant to this Section 9.2 shall not rank senior to the Series A Preferred Shares with respect to the rights attaching to the Series A Preferred Shares as expressly set forth in the case of any such offering by a subsidiary Article 7 of the Company, if the number of equity securities that the Investors collectively have preemptive rights Memorandum and Articles and Sections 2 to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right 9 and 12.6 hereof; (x) any Exempted Issuance pursuant to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued above shall not be made for a consideration per Ordinary Share (on an as-converted basis) less than the Series A Purchase Price (as adjusted for any share dividends, combinations, reclassifications, share splits and the like); (y) any such Exempted Issuance shall be consummated by no later than ninety (90) days after the Closing Date (which period shall be extended by any applicable application, filing, notification or issuable waiting period associated with any approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made in connection with such Exempted Issuance); and (z) the aggregate of all Equity Securities or other interest Transferred pursuant to Section 8.3 and all New Securities issued pursuant to this Section 9.2 shall represent not more than twenty-five percent (25%) of the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants capital of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of on a Fully Diluted Basis immediately after such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereofExempted Issuance. For purposes of this Section 4.01 9, a Shareholder’s pro rata share shall be determined according to the number of Equity Securities owned by such Shareholder on an as-converted basis immediately prior to the issuance of the New Securities in relation to the total number of Equity Securities then owned by all Shareholders on an as-converted basis immediately prior to the issuance of the New Securities. (b) If the Company proposes to undertake an issuance of New Securities, it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior each Preferred Shareholder written notice (the "Notice Period"an “Issuance Notice”) of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 such intention, describing the identity of the proposed acquirer of the New Securities (the “Proposed Acquirer”), the type and amount and type of securities New Securities to be issued, and the their price and other the general terms upon which the Company, or any subsidiary of the Company, Company proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering Shareholder shall have a further twenty (20) days after any such notice is mailed or delivered to agree to purchase up to such Shareholder’s pro rata right share of such New Securities (a "right of over allotment"as determined in Section 9.1) to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at for the price and upon the terms no specified in the Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) Upon the expiration of twenty (20) days from the Company’s delivery of the Issuance Notice and for sixty (60) days thereafter, the Company may sell any New Securities with respect to which the Shareholder’s pre-emptive rights under this Section 9.2 were not exercised, at a price and upon terms not more favorable to the purchasers of such securities Proposed Acquirer than those specified in the Company notice hereunderIssuance Notice. In the event the Company has not sold some or all of the securities such New Securities within such ninety sixty (9060) day period, the Company shall not thereafter issue or sell any unsold securities New Securities, without first again offering such securities to the Investors Shareholders in the manner provided abovein this Section 9.1. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right If the Company intends, directly or indirectly, to offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase all or other disposition of) any portion of an offering by the Companyits equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any subsidiary of the Companytime during its life and under any circumstances, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securityits Common Shares or securities convertible or exchangeable into its Common Shares, other than pursuant to the Series B Note Offering or Common Shares issued for strategic investments or bona fide acquisitions, firmly underwritten public offerings with gross proceeds in excess of US $50,000,000 and any Approved Shares Plan (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), the Company shall have first complied with this Section 8.19. (b) equal The Company shall deliver to each Purchaser, so long as such Purchaser is then a holder of outstanding Notes, a written notice (the “Offer Notice”) of any proposed or intended issuance or sale (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued or sold, and the number or amount of securities being the Offered Securities to be issued or sold, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, multiplied issued or sold and (z) offer to issue and sell to such Purchasers, so long as such Purchasers are then a holder of outstanding Notes, an aggregate amount representing thirty percent (30%) of the amount of the Subsequent Placement, to be allocated among such Purchasers (i) based on such Purchaser’s Allocation Percentage (the “Basic Amount”), and (ii) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (c) To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company prior to the end of the second (2nd) Business Day by a fraction5:00 p.m New York City time after such Purchaser’s receipt of the Offer Notice containing the final definitive terms of the Subsequent Placement (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the numerator Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice Of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of which all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the number Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of Common Shares held by such Investor all the Basic Amounts and the denominator of which Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary entitled to purchase only that portion of the CompanyAvailable Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, if subject to rounding by the number of equity securities that Company to the Investors collectively have preemptive rights extent its deems reasonably necessary. (d) If the Purchasers, collectively, do not elect to purchase from the company is less than 2030% of the equity securities being offered Subsequent Placement which may be purchased by such subsidiary then Purchasers pursuant to this Section 8.19, the number of equity Issuer may offer and sell the securities that each Investor has a preemptive right to which the Purchasers were entitled to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors")hereunder, or the board of directors of such subsidiarysecurities not purchasable by the Purchasers hereunder, as the case may be, or any options granted or to be granted thereunder; or a third party (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least include any Purchaser), provided that such sale must occur within thirty (30) days prior written notice (of the "Notice Period") of any proposed securities issuance that would give rise Subsequent Placement Closing Date and on the same terms and conditions set forth in the Offer Notice. Any such sale made after such thirty-day period, or on terms or conditions different than the terms set forth in the Offer Note, must again be offered to preemptive rights as contemplated the Purchasers in this accordance with Section 4.01 describing the amount and type 8.19 above. Each purchase of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected Purchasers pursuant to this Section 4.01(b) to purchase all of 8.19 shall take place on the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.Subsequent Placement Closing Date

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor The Company shall have a preemptive not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (i) any Common Shares, (ii) any other equity securities of the Company, including, without limitation, preference shares, (iii) any option, warrant or other right to subscribe for, purchase all or otherwise acquire any portion equity securities of an offering by the Company, or (iv) any subsidiary debt securities convertible into shares of the CompanyCompany (collectively, the “Offered Securities”), unless in each case the Company shall have first complied with the requirements of this Article III, the Bye-Laws and obtained the prior written approval of the BMA. The Company shall deliver to each of the Shareholders holding greater than 500,000 Voting Shares (the “Pre-emptive Rights Holders”) a written notice of any equity security proposed or intended issuance, sale or exchange of Offered Securities (the “Offer”), which Offer shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to exchanged and the number or amount of securities being the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged (the “Proposed Offeree”) and describe the general terms upon which the Company proposes to effect such offer or issuance, sale or exchange, and (iv) offer to issue and sell to or exchange with each such Pre-emptive Rights Holder (A) a pro rata portion of the Offered Securities determined by dividing the aggregate number of Common Shares then held by each such Pre-emptive Rights Holder (giving effect to the conversion of all convertible preference shares then held by such Pre-emptive Rights Holder) by the total number of Common Shares then in issue (giving effect to the conversion of all issued convertible preference shares and the exercise or conversion of other convertible securities, options, rights or warrants) (the “Basic Amount”), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Pre-emptive Rights Holders as each such Pre-emptive Rights Holder shall indicate it will purchase or acquire should the other Pre-emptive Rights Holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”). Each of the Pre-emptive Rights Holders shall have the right, for a period of 20 days following delivery of the Offer, to purchase or acquire, at the price and upon the other terms specified in the Offer, the number or amount of Offered Securities described above. The Offer by its term shall remain open and irrevocable for such 20-day period. (b) To accept an Offer, in whole or in part, a Pre-emptive Rights Holder must deliver a written notice to the Company prior to the end of the 20-day period of the Offer, setting forth the portion of such Pre-emptive Rights Holder’s Basic Amount that such holder elects to purchase and, if such holder shall elect to purchase all of its Basic Amount, the Undersubscription Amount (if any) that such holder elects to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Pre-emptive Rights Holders are less than the total of all of the Basic Amounts available for purchase, then each Pre-emptive Rights Holder who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the total of all of the Basic Amounts available for purchase and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Pre-emptive Rights Holder who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such holder bears to the total Undersubscription Amounts subscribed for by all Pre-emptive Rights Holders, subject to rounding by the Board of Directors to the extent it reasonably deems necessary. (c) The Company shall have 90 days from the expiration of the 20-day period set forth in Article III, Section 1(a) to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Pre-emptive Rights Holders (the “Refused Securities”), but only to the Proposed Offeree and only upon terms and conditions (including, without limitation, unit prices and interest rates) which are not, in the aggregate, more favorable to the Proposed Offeree or less favorable to the Company than those set forth in the Offer. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 1(c) above), then each Pre-emptive Rights Holder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that it elected to purchase pursuant to Section 1(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Common Shares held by Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Investor Pre-emptive Rights Holder pursuant to Section 1(b) above prior to such reduction) and (ii) the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) all Offered Securities. In the event that a Pre-emptive Rights Holder so elects to reduce the Investors have not elected pursuant to this Section 4.01(b) to purchase all number or amount of the contemplated offeringOffered Securities specified in its Notice of Acceptance, the Company shall have ninety (90) days thereafter to may not issue, sell or exchange more than the securities not elected to be purchased by reduced number or amount of the Investors at the price Offered Securities unless and upon the terms no more favorable to the purchasers of until such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all have again been offered to each of the securities within such ninety (90Pre-emptive Rights Holders in accordance with Section 1(a) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (ce) Upon the closing of the issuance, sale or exchange of all or less than all the Refused Securities, the Pre-emptive Rights Holders shall acquire from the Company, and the Company shall issue to such Pre-emptive Rights Holders, the number or amount of Offered Securities specified in the Notices of Acceptance, upon the terms and conditions specified in the Offer. The rights purchase by the Pre-emptive Rights Holders of each Investor under this Article 4 shall be any Offered Securities is subject in all cases to the ability preparation, execution and delivery by the Company and such holders of a purchase agreement relating to such Investor Offered Securities reasonably satisfactory in form and substance to make representations such holders and their respective counsel. (f) Any Offered Securities not acquired by the Pre-emptive Rights Holders or other persons in accordance with Article III, Section 1(c) may not be issued, sold or exchanged until they are again offered to the Company reasonably required to comply with Rule 506 of Regulation D Pre-emptive Rights Holders under the Securities Act procedures specified in connection with the purchase of any restricted securitiesthis Article.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights(a) Subject to applicable laws and the requirements of any stock exchange on which the Corporation's securities may be listed and posted for trading, if any additional shares of Common Stock are to be issued by the Corporation, the Corporation will first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation). (ab) Each Investor shall will have a preemptive the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. (c) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security Common Stock to which the Investor is or may become convertible into or exchangeable or exercisable for an equity security) equal to entitled on the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary closing of the Company, if the number transaction. (d) The rights of equity securities that the Investors collectively have preemptive rights in this Section 9 will not apply to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of issuances of: (i) shares Common Stock issued or issuable pursuant to issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements other equity incentive plan, in either case approved by the Board board of Directors directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Company Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the "Board of Directors"), Corporation; or (ii) any Common Stock or the board of directors of such subsidiary, as the case may be, or any options granted or Convertible Securities issued pursuant to be granted thereunder; or (iii) shares issued or issuable in the a bona fide arm's length business acquisition by the Company Corporation, whether by merger, consolidation, purchase of assets, the sale or by a subsidiary exchange of shares or otherwise. (e) For the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities held by the Investors which may be converted convertible into or exercised exchangeable for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseStock. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01Except for (a) any Units issued to a Fortress Holder or any Affiliate of a Fortress Holder in exchange for Transaction Related Invested Capital or (b) any issuance of Class D Preferred Units, neither the Company nor a Series shall Issue or sell any Units to a Fortress Holder or any Affiliate of a Fortress Holder, or any options, warrants or other rights to acquire any Units, or any securities convertible into or exchangeable for, directly or indirectly, any Units to a Fortress Holder or any Affiliate of a Fortress Holder or take any loan pursuant to Section 3.15 (except 3.15.2) from a Fortress Holder or any Affiliate of a Fortress Holder (each such Issuance or receipt of a loan, an Issuance of “Subject Securities”), except in compliance with the provisions of this Section 9.9; provided, however, that, if in the reasonable judgment of the Company Manager or Applicable Series Manager, the Issuance of such Subject Securities is necessary or other exigent circumstances making such Issuance desirable exist, then the Company or applicable Series may Issue such Subject Securities without first complying with the provisions of this Section 9.9; provided, further that the provisions of this Section 9.9 are complied with as reasonably promptly as possible following such Issuance of Subject Securities. 9.9.1. Pre-emptive Rights.Not fewer than 20 business days prior to the consummation of the Issuance of Subject Securities, a written notice (the “Participation Notice”) shall be given by the applicable Series to each Management Holder. The Participation Notice shall include: (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary The principal terms of the Companyproposed Issuance, of any equity security including (or any security which is or may become convertible into or exchangeable or exercisable for an equity securityi) equal to the number or amount and kind of securities being offeredSubject Securities to be included in the Issuance, multiplied by a fraction, (ii) the numerator price per unit of which shall be the number of Common Shares held by such Investor Subject Securities and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, iii) (x) in the case of any such offering the Issuance of Units of an existing Series, the percentage represented by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% Class A Units of the equity securities being offered Series of which the Subject Securities will be designated owned, beneficially and of record, by such subsidiary then Management Holder immediately prior to the Issuance divided by the aggregate number of equity securities that each Investor has a preemptive right to purchase shall Class A Units of the Series of which the Subject Securities will be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% designated then outstanding owned by all Members of such equity securities; provided further that there will be no Series immediately prior to such preemptive right Issuance or (y) in the case of (i) shares issued or issuable pursuant the Issuance of Units of an Additional Series, the percentage represented by the number of Series 1 Class A Units designated owned, beneficially and of record, by such Management Holder immediately prior to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved Issuance divided by the Board aggregate number of Directors of the Company Series 1 Class A Units owned by all Members immediately prior to such Issuance (the "Board of Directors"percentage resulting from clause (x) and (y), or the board of directors of such subsidiary, as the case may be, or any options granted or the “Participation Portion”); provided that if the consideration to be granted thereunder; or (iii) shares issued or issuable in the acquisition paid by the Company or by a subsidiary Fortress Holders for the Subject Securities contains non-cash consideration, then the Participation Notice shall also specify the Fair Market Value of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotmentnon-cash consideration; and (iii) the maximum amount of securities it is willing to purchase.and (b) In An offer by such Series to Issue to such Management Holder such portion (not in any event to exceed such Management Holder’s Participation Portion of the total amount of Subject Securities to be included in the Issuance) of the Subject Securities to be included in the Issuance as may be requested by such Management Holder, at the same price and otherwise on the same terms and conditions, with respect to each unit of Subject Securities issued to such Management Holder, as the Issuance to the Fortress Holders, provided, that if the consideration to be paid by the Fortress Holders for the Subject Securities contains non-cash consideration, then such offer shall give each such Management Holder the option to pay, in lieu of delivery of such non-cash consideration, cash in the amount of the Fair Market Value of such non-cash consideration. 9.9.2. Each Management Holder desiring to accept the offer contained in the Participation Notice shall send an irrevocable commitment (each a “Participation Commitment”) to the applicable Series within ten business days after the receipt of the Participation Notice specifying the amount or proportion (not in any event to exceed such Management Holder’s Participation Portion of the total amount of Subject Securities to be included in the Issuance) of Subject Securities which such Management Holder desires to be issued (each a “Participating Buyer”). Subject to Section 9.9.8, each Management Holder that has not so accepted such offer shall be deemed to have waived all of such Management Holder’s rights with respect to the Investors Issuance under this Section 9.9, and the Series shall thereafter be free to Issue Subject Securities to the Fortress Holders and any Participating Buyers, at a price no less than 95% of the price set forth in the Participation Notice and on other terms not materially more favorable to the Fortress Holders and Participating Buyers than those set forth in the Participation Notice, without any further obligation to such non-accepting Management Holder under this Section 9.9. 9.9.3. The acceptance of each Participating Buyer shall be irrevocable and each such Participating Buyer shall be bound and obligated to acquire in the Issuance such amount or proportion of Subject Securities as such Participating Buyer shall have not elected specified in such Participating Buyer’s Participation Commitment. 9.9.4. Each holder of Series Interests of the same Series as the Subject Securities, whether in his capacity as a Participating Buyer, holder of such Series Interests, officer or Manager of the Series, or otherwise, shall take or cause to be taken all such reasonable actions as may be reasonably necessary or desirable in order to consummate expeditiously each Issuance pursuant to this Section 4.01(b) to purchase all 9.9 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the Series, the Fortress Holders and the Participating Buyers (if any). 9.9.5. All costs and expenses incurred by any holder of Series Interests of the contemplated offering, same Series as the Company shall have ninety (90) days thereafter to sell Subject Securities or the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act Series in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be borne by such holder. 9.9.6. The closing of an Issuance pursuant to this Section 9.9 shall take place at such time and place as the purchase Series shall specify by notice to each Participating Buyer given not less than three business days prior to the closing of the Issuance. 9.9.7. The terms and conditions of this Section 9.9 may be waived on behalf of all Management Holders by the written consent of the Majority Management Holders, in which case, no Management Holder shall have a pre-emptive right to the Issuance of such Subject Securities. 9.9.8. If any restricted securitiesManagement Holder shall not elect to be issued such Management Holder’s Participation Portion of the total amount of Subject Securities to be included in any Issuance (the “Unaccepted Participation Portion”), the Participating Buyers may elect to be issued all or any portion of such Unaccepted Participation Portion in accordance with the terms and conditions of this Section 9.9, on a pro rata basis in accordance with the amounts of their respective Participation Commitments, or on such other basis as such Participating Buyers shall agree. 9.9.9. By their execution of this Fourth Amended and Restated Limited Liability Company Agreement, each of the Management Holders hereby irrevocably waives its right to preemptive rights pursuant to this Section 9.9 with respect to any Set Aside Capital.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor holder of shares of Preferred Stock, including any applicable Conversion Shares (for the purpose of this Section 4, each a “Pre-Emptive Right Holder”) shall have a preemptive the right to purchase all or any portion such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of an offering by this Section 4, the Company“Pre-Emptive Allocation”), or any subsidiary of the Companylesser number, of any equity security (new Shares, or any security which is or may become other equity securities of the Corporation, including, without limitation, securities convertible into or exchangeable or exercisable for an equity security) equal securities of the Corporation, to purchase any of the number or amount of securities being offeredforegoing that the Corporation may, multiplied by a fractionfrom time to time, the numerator of which shall be the number of Common Shares held by such Investor propose to sell and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided thatissue, in the case of any such offering by a subsidiary of the Companyeach case, if the number of other than Exempt Issuances, stock splits, stock dividends, in-kind equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, distributions and recapitalizations (collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"“New Securities”), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event the Corporation proposes to undertake an issuance of New Securities, it will give each Pre-Emptive Right Holder written notice of such issuance (which notice shall be delivered at least 15 days prior to such issuance), describing the New Securities and the price and terms upon which the Corporation proposes to issue the same, and setting forth the number of shares or other number of New Securities which such Stockholder is entitled to purchase pursuant to such Stockholder’s Pre-Emptive Allocation and the aggregate purchase price therefor. Each Pre-Emptive Right Holder will have ten (10) days from the date of delivery of any notice to agree to purchase such New Securities, respectively, up to such Stockholder’s Pre-Emptive Allocation, or any lesser number, for the price and upon the terms specified in the notice (provided that the Investors have Pre-Emptive Right Holders shall be entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the Corporation and stating therein the quantity of New Securities to be purchased. If not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offeringPre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities, then the Corporation shall notify in writing the fully-participating Pre-Emptive Right Holders of such and offer such holders the right to acquire such unsubscribed New Securities. Each fully-participating Pre-Emptive Right Holder so notified shall have the right to purchase its pro rata share of the unsubscribed New Securities (in proportion to the Overall Percentage Interests of all participating Pre-Emptive Right Holders) within five (5) days from the date of such notice from the Corporation by giving written notice to the Corporation and stating therein the quantity of unsubscribed New Securities to be purchased. (c) In the event any Pre-Emptive Right Holder fails to exercise such right of first refusal within said ten (10) day period (or, as applicable, such 15-day period), the Company shall Corporation will have ninety (90) 75 days thereafter to sell the securities New Securities as to which such Pre-Emptive Right Holder’s right was not elected to be purchased by the Investors exercised, at the a price and upon the such other terms no more favorable to the purchasers of such securities thereof than those specified in the Company notice hereunderCorporation’s notice. In the event the Company Corporation has not sold some or all of the securities such New Securities within such ninety (90) said 75-day period, the Company shall Corporation will not thereafter issue or sell any unsold securities New Securities without first offering such securities New Securities to the Investors each Pre-Emptive Rights Holder in the manner provided above. (cd) The pre-emptive rights of each Investor under granted by this Article Section 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 exercisable only by “accredited investors” as defined under Section 501 of Regulation D under of the Securities Act in connection with the purchase Act. (e) The closing of any restricted securitiessale of New Securities shall be on the date set forth in the notice provided by the Corporation in Section 4(b); provided, that such date shall be extended as to any participating Pre-Emptive Right Holder for up to 30 days (or such longer period as may be approved by the Corporation, which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary governmental approvals and to call capital from limited partners, if applicable. The exercise or non-exercise of the rights of the Pre-Emptive Right Holders under this Section 4 shall not adversely affect their rights to participate in subsequent offerings of New Securities subject to Section 4.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right Prior to purchase all the occurrence of an IPO in the event that the Company desires to issue any Shares or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become securities convertible into or exchangeable or exercisable for Shares in an equity securityoffering or placement that is not required to be registered under the Securities Act (a "Private Offering"), the Company must first offer to sell such securities proposed to be issued in such Private Offering in accordance with this Section 5.8 on the same terms and conditions as the sale of such securities in such proposed Private Offering. The offer (the "Pre-emptive Right Notice") equal shall be made by the Company to each Employee Party who owns of record at least 5% of the Shares then outstanding on a fully diluted basis (excluding Stock Options) from time to time determined as of the date of the Pre-emptive Right Notice and to Investors LLC (a "Notified Shareholder"), and shall be dated, shall be in writing and shall set forth the terms of the proposed Private Offering, including, but not limited to, the consideration to be paid, and all other terms and conditions related to the proposed Private Offering. From and after the time that the Notified Shareholders receive the Pre-emptive Right Notice, each Notified Shareholder shall have the right, exercisable by giving written notice to the Company of such Notified Shareholder's intent to exercise such right within 10 Business Days of the Pre-emptive Right Notice, to subscribe for and purchase a number or amount of securities being offeredsubject to the Pre-emptive Right Notice, multiplied by a fractionon the terms set forth in the Pre-emptive Right Notice, such that, after giving effect to the issuance of securities subject to the Pre-emptive Right Notice and the exercise of the rights of each Notified Shareholder set forth in this Section 5.8 (including, for the purpose of this calculation, the numerator of which shall be the number issuance of Common Shares Stock upon conversion, exchange or exercise of any securities convertible, exchangeable or exercisable into shares of Common Stock to be issued in such Private Offering), the shares of Common Stock owned by such Notified Shareholder (assuming the conversion of any securities held by such Investor Notified Shareholder convertible into Common Stock (whether or not then convertible) and the denominator exercise of which any options owned by such Notified Shareholder exercisable for Common Stock but taking appropriate account of the exercise price of any stock options or warrants) shall represent the same percentage of the outstanding shares of Common Stock owned by such Notified Shareholder prior to the consummation of such Private Offering (assuming the conversion of any securities held by such Notified Shareholder (whether or not then convertible) convertible into Common Stock and the exercise of any option owned by such Notified Shareholder exercisable for Common Stock but taking appropriate account of the exercise price of any stock options or warrants). Any Notified Shareholder will be entitled at its option to purchase non-voting securities in place of voting securities pursuant to a Pre-emptive Right Notice. If any Notified Shareholder fails to give written notice of such Notified Shareholder's election to exercise the rights of such Notified Shareholder set forth in this Section 5.8 within 10 Business Days of the date of Pre-emptive Right Notice, such Notified Shareholder shall be deemed to have waived the number of Common Shares held by all shareholders (including rights granted to such Notified Shareholder under this Section 5.8 with respect to the Investors); provided that, in the case of any securities so offered under such offering by a subsidiary of the Company, if the number of equity securities Pre-emptive Right Notice. Each Notified Shareholder that the Investors collectively have preemptive has exercised its rights to purchase securities pursuant to this Section 5.8 shall, within 10 Business Days from the company is less than 20% date of the equity Pre-emptive Right Notice (such period to be extended as may be required in order for necessary regulatory approvals to be obtained) purchase the securities being offered by such subsidiary then or other securities subject to the number Pre-emptive Right Notice in accordance with the terms of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectivelythis Section 5.8. Notwithstanding the foregoing, the Investors have a preemptive right to purchase at least 20% of such equity securities; rights provided further that there will be no such preemptive right for in the case of this Section 5.8 shall not apply (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable issuance to officers, directors, employees, agents directors or consultants of the Company or any subsidiary its Subsidiary of the Company, upon exercise of any option granted securities or options to be granted pursuant to any purchase securities under an employee stock option purchase plan or arrangements approved employee benefits plan adopted by the Board of Directors of the Company Company, (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, ii) to any dividend paid in securities or any options granted subdivision or to be granted thereunder; or combination of securities, (iii) shares issued or issuable to the issuance of securities in the consideration for any acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iiiiv) the maximum amount issuance of securities it is willing to purchaseequity or equity equivalents as ancillary parts of a debt financing transaction. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor Following the Closing Date, so long as Purchaser Parties, collectively, continue to beneficially own at least 25% of the Acquired Shares (including Underlying Shares issued on conversion of such Acquired Shares), calculated on an as-converted basis (without giving effect to any limitations on conversion in the Certificate of Designations), if the Company proposes to issue or sell any Equity Securities (other than any Excluded Securities) (“New Securities”) to any Person or Persons (the “Offeree”), the Company shall have first offer to sell to each Purchaser Party a preemptive right portion of such New Securities equal to the (i) the number of shares of Company Common Stock beneficially owned by such Purchaser Party divided by (ii) the total number of shares of Company Common Stock issued and outstanding, in each case as of immediately prior to such issuance and determined on an as-converted basis (the “Preemptive Percentage”). The Purchaser Parties shall be entitled to purchase such New Securities at the same price, on the same terms and subject to the same conditions as are to be offered to the Offeree. The Purchaser Parties electing to purchase their Preemptive Percentage of the New Securities proposed to be issued or sold to the Offeree (“Participating Parties”) shall take all or any portion necessary actions in connection with the consummation of an offering the purchase transactions contemplated by this Section 6.16 as requested by the Company Board, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, so long as such agreements, documents and instruments are on customary forms for such a transaction and do not require such Participating Parties to make or agree to any representation, warranty, covenant or indemnity that is more burdensome than that required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Purchaser Party or any subsidiary Casdin Party elects not to purchase all of the CompanyNew Securities that it is entitled to purchase pursuant to the first sentence of this Section 6.16 or the first sentence of Section 6.16 of the Casdin Purchase Agreement, as applicable, each Participating Party that has elected to purchase its Preemptive Percentage of the New Securities proposed to be issued or sold to the Offeree (together with any equity security (or any security which is or may become convertible into or exchangeable or exercisable for Casdin Party that has elected to purchase its Preemptive Percentage of such New Securities, the “Fully Participating Parties”) shall be entitled to purchase an equity security) additional number of New Securities equal to the aggregate number or amount of securities being offeredNew Securities that the Purchaser Parties and/or Casdin Parties elected not to purchase; provided, multiplied by a fractionthat if there is an oversubscription in respect of such remaining New Securities due to more than one Fully Participating Party requesting additional New Securities, the numerator of which oversubscribed amount shall be fully allocated among the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased Fully Participating Parties pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of based on such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseFully Participating Parties’ relative Preemptive Percentages. (b) In order to exercise its purchase rights hereunder, a Purchaser Party shall, within 15 days after receipt of written notice (an “Offer Notice”) from the event that Company describing the Investors have not elected pursuant New Securities being offered, the purchase price thereof, the payment terms and such Purchaser Party’s percentage allotment, deliver a written notice to this Section 4.01(b) to purchase all the Company describing its election hereunder (which election shall be absolute and unconditional other than being conditioned upon the consummation of the contemplated offeringissuance or sale to the Offeree). If the Company receives no such notice from the Purchaser within 15 days after the Offer Notice is given, the Company shall be deemed to have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in notified the Company notice hereunder. In the event the Company has that it does not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities elect to the Investors in the manner provided aboveparticipate. (c) The In connection with any exercise by Purchaser of its rights of each Investor under to purchase New Securities pursuant to this Article 4 shall be subject Agreement, the Company will cooperate with the Purchaser as reasonably requested by the Purchaser to complete any such purchase, including, to the ability of extent requested by the Purchaser, entering into “blocker” arrangements with respect to derivative securities and effecting any required filings or notices required by any governmental agency at the Purchaser’s sole cost and expense. Purchaser shall take all such Investor actions as may be reasonably necessary to make representations complete any such purchase, including, without limitation, providing such information to the Company reasonably as requested in order to determine the Purchaser’s Preemptive Percentage and entering into such additional agreements as may be necessary and appropriate. (d) During the 90 days following the expiration of the 15-day offering period described in Section 6.16(b), the Company shall be entitled to sell any New Securities that the Purchaser Parties have not elected to purchase to the Offeree at a price no less than the purchase price, and on other terms and subject to other conditions no more favorable than those, stated in the notice provided under Section 6.16(b) (in addition to the New Securities that the Company is not required to comply with Rule 506 offer to the Purchaser Parties pursuant to the first sentence of Regulation D under Section 6.16(a)). Any New Securities proposed to be issued or sold by the Securities Act in connection Company to the Offeree after such 90-day period, or at a price or on terms or subject to conditions not complying with the purchase preceding sentence, shall be reoffered to the Purchaser Parties pursuant to the terms of this Section 6.16 prior to any restricted issuance or sale to the Offeree. (e) For purposes of determining the Purchaser’s beneficial ownership of Company Common Stock, the Company shall be permitted to rely on any information provided to the Company by Purchaser and any public disclosures made by Purchaser. (f) In the case of a proposed issuance or sale of New Securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor, for purposes of this Section 6.16 the consideration other than cash shall be deemed to be cash in an amount equal to the fair value of such consideration as reasonably determined by the Company Board; provided, that such fair value as determined by the Company Board shall not exceed the aggregate market price of the securities being offered as of the date the Company Board authorizes the offering of such securities. (g) Notwithstanding anything in this Agreement to the contrary, a Purchaser Party may designate any of its Permitted Transferees to purchase all or part of the New Securities offered to such Purchaser Party pursuant to Section 6.16(a); provided, that such Purchaser Party shall remain obligated to consummate the purchase if such designee fails to do so.

Pre-emptive Rights. SECTION 4.01The Company shall not Issue or sell any Shares to any Person, or any options, warrants or other rights to acquire any Shares, or any securities convertible into or exchangeable for, directly or indirectly, any Shares, (each an Issuance of “Subject Securities”) to any Person, except in compliance with the provisions of this Section 3.9. 3.9.1. Not fewer than 15 business days prior to the consummation of the Issuance of Subject Securities, a written notice (the “Participation Notice”) shall be given by the Company pursuant to Section 18.3 to each Pre-emptive Rights.Emptive Rights Holder. The Participation Notice shall include: (a) The principal terms of the proposed Issuance, including (i) the number and kind of Subject Securities to be included in the Issuance, (ii) the price per unit of the Subject Securities, (iii) the percentage represented by the number of Class A Shares owned, beneficially and of record, by such Pre-Emptive Rights Holder immediately prior to the Issuance divided by the aggregate number of Class A Shares then outstanding owned by all Members immediately prior to such Issuance (the “Participation Portion”) and (iv) the name and address of each Person to whom the Subject Securities are proposed to be Issued (each a “Prospective Subscriber”), provided that if the consideration to be paid by the Prospective Subscriber for the Subject Securities contains non-cash consideration, then the Participation Notice shall also specify the Fair Market Value of such non-cash consideration; and (b) An offer by the Company to Issue to such Pre-Emptive Rights Holder such portion (not in any event to exceed such Pre-Emptive Rights Holder’s Participation Portion of the total amount of Subject Securities to be included in the Issuance) of the Subject Securities to be included in the Issuance as may be requested by such Pre-Emptive Rights Holder, at the same price and otherwise on the same terms and conditions, with respect to each unit of Subject Securities issued to such Pre-Emptive Rights Holder, as the Issuance to each of the Prospective Subscribers, provided, that if the consideration to be paid by the Prospective Subscriber for the Subject Securities contains non-cash consideration, then such offer shall give each such Pre-Emptive Rights Holder the option to pay, in lieu of delivery of such non-cash consideration, cash in the amount of the Fair Market Value of such non-cash consideration. 3.9.2. Each Investor Pre-Emptive Rights Holder desiring to accept the offer contained in the Participation Notice shall send an irrevocable commitment (each a “Participation Commitment”) to the Company within 15 business days after the effectiveness (in accordance with Section 18.3) of the Participation Notice specifying the amount or proportion (not in any event to exceed such Pre-Emptive Rights Holder’s Participation Portion of the total amount of Subject Securities to be included in the Issuance) of Subject Securities which such Pre-Emptive Rights Holder desires to be issued (each a “Participating Buyer”). Each Pre-Emptive Rights Holder that has not so accepted such offer shall be deemed to have waived all of such Pre-Emptive Rights Holder’s rights with respect to the Issuance under this Section 3.9, and the Company shall thereafter be free to Issue Subject Securities to the Prospective Subscribers and any Participating Buyers, at a price no less than 100% of the price set forth in the Participation Notice and on other terms not more favorable to the Prospective Subscribers than those set forth in the Participation Notice, without any further obligation to such non-accepting Pre-Emptive Rights Holder under this Section 3.9. If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be less than 100% of the price set forth in the Participation Notice or any of the other terms shall be more favorable to the Prospective Subscribers than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 3.9 separately complied with, in order to consummate such Issuance pursuant to this Section 3.9; provided, however, that in the case of such a separate Participation Notice, each applicable period to which reference is made in this Section 3.9 shall be the longer of (a) the remaining portion of the 15 business day period applicable to the first Participation Notice distributed in connection with such proposed Issuance or (b) 5 business days. 3.9.3. The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the Issuance on terms and conditions no less favorable than set forth in the Participation Notice, with respect to each unit of Subject Securities Issued, as the Prospective Subscribers (subject to the proviso to Section 3.9.1(b)), such amount or proportion of Subject Securities as such Participating Buyer shall have specified in such Participating Buyer’s Participation Commitment. 3.9.4. If at the end of the 90th day following the date of the effectiveness (in accordance with Section 18.3) of the Participation Notice the Company has not completed the Issuance on the terms and conditions specified in such Participation Notice, each Participating Buyer shall be released from its obligations under such Participating Buyer’s Participation Commitment, the Participation Notice shall be null and void, and it shall be necessary for a preemptive right separate Participation Notice to purchase be furnished, and all of the terms and provisions of this Section 3.9 separately complied with, in order to consummate any Issuance subject to this Section 3.9. 3.9.5. Each holder of Shares, whether in his capacity as a Participating Buyer, holder of Shares, officer or any portion Manager of an offering by the Company, or otherwise, shall take or cause to be taken all such reasonable actions as may be reasonably necessary or desirable in order to consummate expeditiously each Issuance pursuant to this Section 3.9 and any subsidiary of related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise cooperating with the Company, the Prospective Subscribers and the Participating Buyers (if any). Without limiting the generality of any equity security (or any security the foregoing, each such Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the Company to which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fractionProspective Subscriber will be party. Notwithstanding the foregoing, the numerator of which shall be the number of Common Shares held by such Investor execution, acknowledgement and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case delivery of any such offering consents, assignments, waivers, agreements, instruments, applications, reports, returns, filings and other documents shall not require any Member to make any representation or warranty (other than the representations and warranties contained in Article XIV), and any and all costs of preparing the foregoing consents, assignments, waivers, agreements, instruments, applications, reports, returns, filings and other documents shall be borne by a subsidiary the Company. 3.9.6. All costs and expenses incurred by any holder of Shares or the Company in connection with any proposed Issuance of Subject Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be borne by such holder. 3.9.7. The closing of an Issuance pursuant to this Section 3.9 shall take place at such time and place as the Company shall specify by notice to each Participating Buyer given not less than three business days prior to the closing of the CompanyIssuance. At the closing of any Issuance under this Section 3.9, if each Participating Buyer shall be delivered the number notes, certificates or other instruments evidencing the Subject Securities to be Issued to such Participating Buyer, registered in the name of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% such Participating Buyer or his designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the equity securities being offered by such subsidiary then applicable consideration. 3.9.8. Notwithstanding the number preceding provisions of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectivelythis Section 3.9, the Investors have a preemptive right to purchase at least 20% preceding provisions of such equity securities; provided further that there will be no such preemptive right in the case of this Section 3.9 shall not apply to: (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (iia) any shares issued or issuable Issuance of Shares to officers, directors, employees, agents managers or consultants of the Company or any subsidiary Subsidiary of the Company, upon exercise Company in each case in connection with their compensation or employment as such; (b) any Issuance of any option granted securities of the Company in connection with a commercial loan or to be granted pursuant to any stock option plan or arrangements leasing transaction approved by the Board of Directors Managers; (c) any Issuance of Shares which is being made or offered to all holders of Class A Shares and Class A-2 pro rata in accordance with the Company number of Class A and Class A-2 Shares held by such holders; (d) any Issuance pursuant to Article XVI; and (e) the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition Issuance by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions Shares as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated set forth in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseSchedule 3.2. (b) 3.9.9. In the event that the Investors have Subject Securities are of a type that is not elected then held by a Pre-Emptive Rights Holder and any Prospective Subscriber does not consent to the Issuance of the Subject Securities to such Pre-Emptive Rights Holder, the Company will, in good faith, use commercially reasonable efforts to afford such Pre-Emptive Rights Holder the right to purchase securities having similar economic characteristics as the Subject Securities on a basis consistent with the valuations thereof implied by the consideration being paid for such Subject Securities (in each case as determined by the Board of Managers in good faith), on the same terms and conditions, mutatis mutandis, as are contained in this Section 3.9. 3.9.10. In the event that either the consideration to be paid by the Prospective Subscriber for the Subject Securities contains non-cash consideration or the provisions of Section 3.9.9 apply, the aggregate amount of securities issued pursuant to this Section 4.01(b3.9 will be increased to the extent reasonably necessary to afford the Pre-Emptive Rights Holders their rights under this Section 3.9. 3.9.11. If the offer to or receipt of any Subject Securities by a Pre-Emptive Rights Holder would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to purchase all such securities or (ii) the provision to such Pre-Emptive Rights Holder of the contemplated offeringany information other than such information as would be required under Regulation D in an offering made pursuant to Regulation D solely to Accredited Investors, the Company shall have ninety (90) days thereafter be obligated only to sell use its reasonable efforts to cause the securities not elected requirements under Regulation D to be purchased by the Investors at the price and upon the terms no more favorable complied with to the purchasers extent necessary to permit such Pre-Emptive Rights Holder to be offered and receive such securities, it being understood and agreed that the Company shall not be under any obligation to effect a registration of such securities than specified under the Securities Act or similar statutes unless the securities offered and issued to the Prospective Subscriber are so registered. Notwithstanding any provisions of this Section 3.9, if use of reasonable efforts does not result in the Company notice hereunder. In requirements under Regulation D being complied with to the event the Company has not sold some or all of the securities within extent necessary to permit such ninety (90) day periodPre-Emptive Rights Holder to be offered and receive such securities, the Company shall not thereafter issue or sell any unsold securities without first offering be under no obligation under this Section 3.9 with respect to such securities Pre-Emptive Rights Holder. The obligation of the Company to use reasonable efforts to cause such requirements to have been complied with to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 extent necessary to permit a Pre-Emptive Rights Holder to be offered and receive such Subject Securities shall be subject conditioned on such Pre-Emptive Rights Holder executing such documents and instruments, and taking such other actions (including if required by the Company, agreeing to be represented during the ability course of such Investor to make representations to transaction by a “purchaser representative” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that it was so represented), as the Company shall reasonably required request in order to permit such requirements to be complied with. Unless the Pre-Emptive Rights Holder in question shall have taken all actions reasonably requested by the Company in order to comply with Rule 506 of the requirements under Regulation D under D, the Securities Act in connection Company may proceed with the purchase proposed Issuance without the participation of any restricted securitiessuch Pre-Emptive Rights Holder. 3.9.12. Notwithstanding anything herein to the contrary, the rights and obligations of all parties set forth in this Section 3.9 may be waived by the Pre-Emptive Rights Holders holding a majority of the Class A Shares.

Pre-emptive Rights. SECTION 4.01. Pre4.1 If the Company desires to issue Shares and/or Shares Equivalents in a transaction or series of transactions intended to raise capital (“Fund Raising Issuance”) for the Company or any of its Subsidiaries, then the Shareholders shall procure that the Company shall first notify Comtech of the terms and conditions of such proposed issue and shall permit Comtech (without obligation) to subscribe (on such terms and subject to such conditions) up to the fraction of such securities being offered equal to (a) the number of Shares owned by Comtech plus the aggregate number of Shares then issuable converted into and/or exchanged for Shares, divided by (b) the aggregate number of Shares then outstanding plus the aggregate number of Shares then issuable were all of the Company’s outstanding Shares Equivalents converted into and/or exchanged for Shares. 4.2 For the avoidance of doubt, “Fund Raising Issuance” for the purpose of Sub-emptive Rights.clause 4.1 excludes any issuance of Shares and/or Shares Equivalents: (a) Each Investor shall have a preemptive right to employees of Group Companies pursuant to purchase all or any portion of an offering share option plans approved by the CompanyBoard, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number not exceed 20 per cent of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary on a fully diluted basis immediately subsequent to the completion of the Company, upon exercise financing contemplated hereby; or (b) in a Qualifying IPO. 4.3 Comtech shall have fifteen (15) Business Days after receipt of any option granted such notice referred to in Clause 4.1 (or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of such longer period as the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment"specify) to purchase the securities refused irrevocably elect by any Investor who declines notice to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior whether to the close of business subscribe for such securities on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to such terms. After this Section 4.01(b) to purchase all of the contemplated offeringperiod has expired, the Company shall have up to ninety (90) days thereafter to sell complete the issuance of any securities not elected to be purchased subscribed by the Investors at the price and upon the terms no more favorable to the purchasers of Comtech; provided however, that if during such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) 90 day period, the Company desires to offer such securities on terms or conditions that are more favourable to the Stock hold by Comtech thereof in any material respect, it shall not thereafter issue or sell any unsold securities without first offering re-offer such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject Comtech pursuant to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act procedures set forth in connection with the purchase of any restricted securitiesthis Clause 4.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. If after the date hereof Invesco authorizes the issuance or sale (aeach an "Issuance") Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (securities of Invesco or any security which is or may become convertible into or securities convertible, exchangeable or exercisable for an equity securitysecurities of Invesco and any other Stockholder Shares (as defined in the Investment Company Stockholders Agreement), Invesco shall, at least 15 days and not more than 60 days prior to such issuance, notify the CHS Group (as defined in the Investment Company Stockholders Agreement) equal to and Teachers in writing of the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders Issuance (including the Investorsprice, the purchaser thereof and the other terms thereof) and grant to the CHS Group and to Teachers the right (the "Right") to subscribe for and concurrently purchase such securities (collectively, the "Preemptive Stock"); provided , in the same proportion at the same price and on the same terms as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right, the percentage of the Preemptive Stock immediately following such issuance owned by each such holder shall equal the percentage of the outstanding Stockholder Shares as was owned by each such holder prior to the Issuance on a fully diluted basis (but excluding any Stockholder Shares or any class of capital stock of Invesco's Subsidiaries which are not then fully vested and, in the case of options, warrants or other rights to acquire capital stock, immediately exerciseable, convertible or exchangeable for Stockholder Shares or any class of capital stock of Invesco's Subsidiaries issued in such offering Issuance) or such lesser amount designated by a subsidiary of such holder. Notwithstanding the Companyforegoing, if the number rights set forth in this Section 5(a) shall not apply to Issuances: (i) pro rata to all holders of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the Invesco, as a subdivision of or other distribution in respect of, equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so thatInvesco, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officersexecutives, directors, employees, agents or employees and consultants of Invesco or its Subsidiaries, (iii) in connection with acquisitions by Invesco or its Subsidiaries, (iv) in a Public Offering (as defined in the Investment Company Stockholders Agreement) or any subsidiary (v) to the Purchasers on the Closing Date pursuant to this Agreement. In addition, the rights set forth in this Section 5(a) shall not apply with respect to the CHS Group or Teachers in connection with an Issuance to the extent the CHS Group or Teachers have available to them and exercise the pre-emptive rights set forth in the Investment Company Stockholders Agreement in connection with such Issuance. The rights set forth in this Section 5(a) shall continue until the earlier of the Company, upon exercise consummation of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors a Sale of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable defined in the acquisition by the Investment Company Stockholders Agreement) or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasePublic Offering. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre4.1 If the Company desires to issue Shares and/or Shares Equivalents in a transaction or series of transactions intended to raise capital ("FUND RAISING ISSUANCE") for the Company or any of its Subsidiaries, then the Shareholders shall procure that the Company shall first notify Comtech of the terms and conditions of such proposed issue and shall permit Comtech (without obligation) to subscribe (on such terms and subject to such conditions) up to the fraction of such securities being offered equal to (a) the number of Shares owned by Comtech plus the aggregate number of Shares then issuable converted into and/or exchanged for Shares, divided by (b) the aggregate number of Shares then outstanding plus the aggregate number of Shares then issuable were all of the Company's outstanding Shares Equivalents converted into and/or exchanged for Shares. 4.2 For the avoidance of doubt, "Fund Raising Issuance" for the purpose of Sub-emptive Rights.clause 4.1 excludes any issuance of Shares and/or Shares Equivalents: (a) Each Investor shall have a preemptive right to employees of Group Companies pursuant to purchase all or any portion of an offering share option plans approved by the CompanyBoard, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number not exceed 20 per cent of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary on a fully diluted basis immediately subsequent to the completion of the Company, upon exercise financing contemplated hereby; or (b) in a Qualifying IPO. 4.3 Comtech shall have fifteen (15) Business Days after receipt of any option granted such notice referred to in Clause 4.1 (or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of such longer period as the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment"specify) to purchase the securities refused irrevocably elect by any Investor who declines notice to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior whether to the close of business subscribe for such securities on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to such terms. After this Section 4.01(b) to purchase all of the contemplated offeringperiod has expired, the Company shall have up to ninety (90) days thereafter to sell complete the issuance of any securities not elected to be purchased subscribed by the Investors at the price and upon the terms no more favorable to the purchasers of Comtech; provided however, that if during such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) 90 day period, the Company desires to offer such securities on terms or conditions that are more favourable to the Stock hold by Comtech thereof in any material respect, it shall not thereafter issue or sell any unsold securities without first offering re-offer such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject Comtech pursuant to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act procedures set forth in connection with the purchase of any restricted securitiesthis Clause 4.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have Following the First Closing and prior to the 5% Fall-Away Date, solely to the extent permitted by Law, if the Company proposes to issue (including treasury shares), for cash, a preemptive right to purchase all or any portion number of an offering by the Company, or any subsidiary shares of the Company, of any equity security (Common Stock or any security which is or may become convertible into or exchangeable or exercisable for Common Stock (other than an equity securityExcluded Issuance), then the Company shall: (i) equal provide written notice to Purchaser of such proposed issuance (no less than 10 Business Days prior to the number closing of such proposed issuance or, if the Company reasonably expects such issuance to be completed in less than 10 Business Days, such shorter period (which shall, in any event, not be less than five Business Days)), setting forth in reasonable detail (A) the expected price (which may be a formula or unspecified future closing price) and other terms of the proposed sale of such Common Stock or other instrument, as applicable, and (B) the amount of securities being offeredsuch Common Stock or other security, multiplied by a fractionas applicable, proposed to be issued (the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors“Proposed Securities”); provided that, in following the case delivery of such notice, the Company shall deliver to Purchaser any such offering information Purchaser may reasonably request in order to evaluate the proposed issuance, except that the Company shall not be required to deliver any information that has not been or will not be provided or otherwise made available to the other proposed purchasers of the Proposed Securities; provided further that, if such information is subsequently provided to the proposed purchasers of the Proposed Securities, such information shall also be delivered to Purchaser substantially contemporaneously; and (ii) offer to issue, convey and sell to Purchaser, on such terms (including price) as the Proposed Securities are issued, a portion of the Proposed Securities equal to the percentage of outstanding Common Stock Owned by a subsidiary Purchaser and its affiliates as of immediately prior to such issuance (such amount of Proposed Securities, the “Participation Portion”). (b) Purchaser will have the right (but not the obligation), exercisable by irrevocable written notice to the Company, if to accept the number of equity securities that the Investors collectively have preemptive rights Company’s offer and irrevocably commit Purchaser (or its specified affiliate) to purchase any or all of the Participation Portion on the terms specified in such notice from the company is less than 20% Company (the “Gross-up Right”), which notice must be provided within five Business Days after receipt of such notice from the equity securities being offered by Company, and the failure of Purchaser to respond within such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase time period shall be increased pro rata so that, collectively, the Investors have a preemptive right deemed an unconditional waiver of Purchaser’s Gross-up Rights with respect to purchase at least 20% such issuance of such equity securities; provided further that there will be no such preemptive right in the case Proposed Securities. The closing of (i) shares issued or issuable pursuant to the exercise of options such Gross-up Right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such Gross-up Right; provided, however, that the closing of any purchase of Proposed Securities by Purchaser may be extended beyond the closing of the sale of the Proposed Securities giving rise to such Gross-up Right solely to the extent necessary to obtain required Governmental Approvals to consummate the sale, issuance and purchase of Proposed Securities to Purchaser pursuant to such Gross-up Right. Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that Purchaser has not elected to purchase during the 60 days following such expiration on terms and conditions not more favorable (other than in de minimis respects) to the purchasers thereof than those offered to Purchaser in the notice delivered in accordance with Section 4.5(a). Any Proposed Securities offered, issued, conveyed or warrants sold by the Company after such 60-day period must be reoffered to issue, convey or sell to Purchaser pursuant to and subject to the conversion terms of convertible securities (including this Section 4.5. Notwithstanding anything in this Section 4.5 to the Preferred Shares) that were issued or outstanding contrary, the Company shall not be under any obligation to consummate any proposed issuance of Proposed Securities giving rise to any Gross-up Right, and there shall be no liability under this Section 4.5 on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants part of the Company or any subsidiary of the Companyits Subsidiaries to Purchaser, upon exercise of its affiliates or any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of other Person if the Company (the "Board does not consummate a previously proposed issuance of Directors")Proposed Securities, or the board regardless of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written whether Purchaser has delivered an irrevocable notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above4.5(b). (c) The rights election by Purchaser not to exercise its Gross-up Right in any one instance shall not affect Purchaser’s Gross-up Right as to any subsequent proposed issuance of each Proposed Securities. (d) The Company shall use its reasonable best efforts to secure (or cooperate with Purchaser to secure, as applicable) any Governmental Approvals, shareholder approvals or other approvals or consents necessary in connection with the offer or reoffer to Purchaser of any Proposed Securities, including any approvals pursuant to the BHC Act or the Bank Act; provided, however, that the Company shall have no obligations pursuant to Section 4.5(a)-(b) to issue and sell to Purchaser any Proposed Securities (or to seek related approvals or consents pursuant to this sentence) if the Board of Directors determines in good faith and based on the reasonable advice of external counsel (such counsel to be a law firm possessing recognized expertise with respect to Laws in the applicable jurisdiction(s) at issue), to the extent permitted by Law after consultation with Purchaser, that the exercise of Purchaser’s Gross-up Right (or any portion thereof) would (i) result in a materially adverse regulatory consequence to the Company or its Subsidiaries, (ii) violate any Laws or (iii) require the Company to obtain any shareholder approval in respect of the issuance of any Proposed Securities under the listing rules of the NYSE or any other securities exchange or any other Law; provided further, however, that if the Company is relying on the foregoing proviso, it must use reasonable best efforts to provide prior written notice to Purchaser at least 10 Business Days prior to the completion of the issuance of such securities, and shall consider and discuss with Purchaser in good faith whether the offering of Proposed Securities can be structured without triggering the conditions set forth in the foregoing proviso. Without limiting the Company’s obligations pursuant to the immediately preceding sentence, in the event that the Company is not required to offer or reoffer to Purchaser any Proposed Securities because such issuance would require the Company to obtain approval of the Company’s shareholders in respect of the issuance of any Proposed Securities under the listing rules of the NYSE or any other applicable securities exchange or any other Law, the Company shall, upon Purchaser’s reasonable request delivered to the Company in writing within no later than five Business Days following its receipt of the written notice of such issuance to Purchaser pursuant to Section 4.5(a)(i), consider and discuss in good faith modifications proposed by Purchaser to the terms and conditions of such portion of the Proposed Securities that would otherwise be issued to Purchaser such that the Company would not be required to obtain approval in respect of the issuance of such Proposed Securities as so modified. Notwithstanding the foregoing, in the event of a public offering (as defined under the listing rules of the NYSE), upon Purchaser’s request, the Company shall use reasonable best efforts to provide Purchaser the ability to participate in such public offering. (e) Notwithstanding anything herein to the contrary, Purchaser shall have no right to purchase Proposed Securities pursuant to this Section 4.5 if, at the applicable time, (i) Purchaser is not an Institutional Accredited Investor under acting for its own account (and not for the account of others), or (ii) Purchaser’s intended resale of such Proposed Securities would cause Purchaser to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. (f) If, following a Business Combination that does not result in a Change of Control, Purchaser (together with its affiliates) would own a lower percentage of the voting securities issued and outstanding of the surviving or resulting entity of such Business Combination (the “Post-Business Combination Ownership Interest”) than Purchaser’s percentage of the outstanding Common Stock Owned by Purchaser and its affiliates as of immediately prior to such Business Combination (the “Pre-Business Combination Ownership Interest”), then the Company shall take all such actions as may be necessary or appropriate in order to ensure that Purchaser may validly and legally acquire voting securities of the surviving or resulting entity of such Business Combination such that Purchaser’s Post-Business Combination Ownership Interest equals Purchaser’s Pre-Business Combination Ownership Interest less 4%. In the event that such Business Combination includes (i) an issuance of shares of Common Stock in an acquisition by the Company or its Subsidiaries of any business or assets of a third party or (ii) any other non-cash consideration, the amount to be paid by Purchaser in cash in lieu of such Common Stock or such other non-cash consideration shall be equal to (A) the volume-weighted average closing share price of Common Stock for the five consecutive trading days prior to the date of such issuance (in the case of clause (i)) or (B) the fair market value of such other non-cash consideration at the time of the consummation of such Business Combination (in the case of clause (ii)). The Company shall provide valuation analyses and any other information regarding the calculation of such amount as reasonably requested by Purchaser. For the avoidance of doubt, Purchaser’s acceptance and commitment to purchase any or all of the voting securities of the surviving or resulting entity as provided for in this Article 4 Section 4.5(f) shall be subject to (1) Purchaser’s acceptance of the ability price no later than five Business Days following the completion of the calculation of such Investor share price (in the case of clause (i) above) or (2) Purchaser’s acceptance of the determination of the fair market value of such other non-cash consideration (in the case of clause (ii) above). (g) If, following the Second Closing, either (i) a Business Combination occurs (x) pursuant to make representations to which the equityholders of the Company reasonably required immediately prior to comply such Business Combination may receive or may elect to receive (in each case in whole or in part) equity securities that are, or that are exchangeable for or convertible into securities that are or will be, listed on a securities exchange and (y) that does not result in a Change of Control or (ii) a Reorganization occurs, then the Company shall take all such actions as may be necessary or appropriate in order to ensure that the issuer of such equity securities (in the case of a Business Combination) or new holding company (in the case of a Reorganization) shall assume all obligations of the Company under this Section 4.5 or enter into a new agreement with Rule 506 of Regulation D under Purchaser providing Purchaser with equivalent rights and with terms that are no less favorable to Purchaser than the Securities Act terms set forth in this Section 4.5. The Company agrees to effect any changes to this Agreement and to execute any other agreements, documents or other instruments in connection with such Business Combination or Reorganization that are necessary or appropriate to give effect to the purchase intent of this Section 4.5(g). (h) The Company shall use its reasonable best efforts to secure (or cooperate with Purchaser to secure, as applicable) any restricted securitiesGovernmental Approvals, shareholder approvals or other approvals or consents necessary in connection with its obligations under Sections 4.5(f)-(g), including any approvals pursuant to the BHC Act or the Bank Act.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor holder of shares of Series A Preferred Stock, including any applicable Conversion Shares (for the purpose of this Section 4, each a “Pre-Emptive Right Holder”) shall have a preemptive the right to purchase all or any portion such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of an offering by this Section 4, the Company“Pre-Emptive Allocation”), or any subsidiary of the Companylesser number, of any equity security (new Shares, or any security which is or may become other equity securities of the Corporation, including, without limitation, securities convertible into or exchangeable or exercisable for an equity security) equal securities of the Corporation, to purchase any of the number or amount of securities being offeredforegoing that the Corporation may, multiplied by a fractionfrom time to time, the numerator of which shall be the number of Common Shares held by such Investor propose to sell and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided thatissue, in the case of any such offering by a subsidiary of the Companyeach case, if the number of other than Exempt Issuances, stock splits, stock dividends, in-kind equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, distributions and recapitalizations (collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"“New Securities”), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event the Corporation proposes to undertake an issuance of New Securities, it will give each Pre-Emptive Right Holder written notice of such issuance (which notice shall be delivered at least 15 days prior to such issuance), describing the New Securities and the price and terms upon which the Corporation proposes to issue the same, and setting forth the number of shares or other number of New Securities which such Stockholder is entitled to purchase pursuant to such Stockholder’s Pre-Emptive Allocation and the aggregate purchase price therefor. Each Pre-Emptive Right Holder will have ten (10) days from the date of delivery of any notice to agree to purchase such New Securities, respectively, up to such Stockholder’s Pre-Emptive Allocation, or any lesser number, for the price and upon the terms specified in the notice (provided that the Investors have Pre-Emptive Right Holders shall be entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the Corporation and stating therein the quantity of New Securities to be purchased. If not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offeringPre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities, then the Corporation shall notify in writing the fully-participating Pre-Emptive Right Holders of such and offer such holders the right to acquire such unsubscribed New Securities. Each fully-participating Pre-Emptive Right Holder so notified shall have the right to purchase its pro rata share of the unsubscribed New Securities (in proportion to the Overall Percentage Interests of all participating Pre-Emptive Right Holders) within five (5) days from the date of such notice from the Corporation by giving written notice to the Corporation and stating therein the quantity of unsubscribed New Securities to be purchased. (c) In the event any Pre-Emptive Right Holder fails to exercise such right of first refusal within said ten (10) day period (or, as applicable, such 15-day period), the Company shall Corporation will have ninety (90) 75 days thereafter to sell the securities New Securities as to which such Pre-Emptive Right Holder’s right was not elected to be purchased by the Investors exercised, at the a price and upon the such other terms no more favorable to the purchasers of such securities thereof than those specified in the Company notice hereunderCorporation’s notice. In the event the Company Corporation has not sold some or all of the securities such New Securities within such ninety (90) said 75-day period, the Company shall Corporation will not thereafter issue or sell any unsold securities New Securities without first offering such securities New Securities to the Investors each Pre-Emptive Rights Holder in the manner provided above. (cd) The pre-emptive rights of each Investor under granted by this Article Section 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 exercisable only by “accredited investors” as defined under Section 501 of Regulation D under of the Securities Act in connection with the purchase Act. (e) The closing of any restricted securities.sale of New Securities shall be on the date set forth in the notice provided by the Corporation in Section 4(b); provided, that such date shall be extended as to any participating Pre-Emptive Right Holder for up to 30 days (or such longer period as may be approved by the Corporation, which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary governmental approvals and to call capital from limited partners, if applicable. The exercise or non-exercise of the rights of the Pre-Emptive Right Holders under this Section 4 shall not adversely affect their rights to participate in subsequent offerings of New Securities subject to Section 4

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 15.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice PeriodNOTICE PERIOD") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 15.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotmentRIGHT OF OVER ALLOTMENT") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b15.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 15 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. If at any time the Company shall offer to sell any Securities to any Person (including, without limitation, the holders of the Company's preferred stock ("PREFERRED STOCK") or Common Stock) (a "SECURITIES OFFERING"), including, without limitation, in connection with a negotiated conversion or exchange of its Preferred Stock but excluding shares of Common Stock issued for the exercise of any Preferred Stock or options of the Company in accordance with their respective terms on the date of initial issuance, the holder of this Note shall have the right (in addition to any other rights of the holder of this Note, if any, as a holder of Preferred Stock, Common Stock or other Securities of the Company), at its option, to (a) Each Investor shall have purchase a preemptive right to purchase all or number of any portion of an offering by the Company, or any subsidiary such offered Securities of the Company, Company ("OFFERED SECURITIES") up to the number of any equity security (or any security which is or may become convertible into or exchangeable or exercisable Offered Securities purchasable on the date of payment for such Offered Securities for an equity security) amount equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case sum of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; $15,675,000 PLUS (ii) the amount of any shares issued or issuable accrued and unpaid interest under this Note as of such date and (b) use this Note, up to officers, directors, employees, agents or consultants the Full Repayment Amount as of the Company or date of payment for Offered Securities and in lieu of cash, to purchase any subsidiary such Offered Securities. The right of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes holder of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") Note to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating Offered Securities under this Section 7 shall be conditioned upon (i) its intent to purchasethe receipt of all consents, (ii) whether exemptions, authorizations, or not it intends to exercise its right of over allotment; other actions by, or notices to, or filings with, Governmental Authorities and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some other Persons necessary or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of the Offered Securities by the Fund and (ii) the receipt of the approval of the Company's stockholders to the extent required under the NASD rules. Any such purchase of Offered Securities shall be at the most favorable price and on the most favorable terms offered to any restricted securitiesother Person. Upon the consummation of any purchase of Offered Securities by the holder of this Note in accordance with clause (b) of this Section 7, the Full Repayment Amount (beginning, first, with the Premium Amount, second, with any accrued and unpaid interest and, third, with the Principal Amount) of this Note shall be reduced dollar-for-dollar for any portion of the Full Repayment Amount used by the holder of this Note to purchase any such Offered Securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each In the event that the Company desires to issue any Common Stock or other securities at any time and from time to time, the Investor shall have a preemptive the pre-emptive right to purchase all such Common Stock or other securities from the Company in connection with and on the same terms as any portion such proposed issuance in proportion to the Investor’s Fully Diluted Common Stock. The timing of an offering exercising such pre-emptive rights, the terms of exercise and the timing of the closing of any purchase thereof shall be determined for each issuance of Common Stock or other securities by the CompanyBoard in good faith and shall be conveyed to the Investor in writing in connection with the notice of such issuance of Common Stock or such other securities. Notwithstanding the foregoing, the Investor shall not be entitled to any pre-emptive rights with respect to issuance of Common Stock or any subsidiary other securities in connection with (i) issuances of options, warrants or restricted stock to employees, consultants or managers of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal Company approved by the Investor pursuant to the number or amount Certificate of securities being offered, multiplied Designations and by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided thatBoard in an appropriate amount, in the case of any such offering by a subsidiary of the Companyaggregate, if the number of equity securities that the Investors collectively have preemptive rights not to purchase from the company is less than 20exceed 2% of the equity securities being offered by such subsidiary then the Fully Diluted Common Stock (plus that number of equity securities reserved but unissued shares of Common Stock that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, is reserved for outstanding options under the Investors have a preemptive right to purchase at least 20% Company’s 2005 Equity Incentive Plan as of such equity securities; provided further that there will be no such preemptive right in the case of (idate hereof) shares issued or issuable pursuant to after the exercise of options or such options, warrants or restricted stock (as such number may be adjusted from time to time to address stock splits, dividends, recapitalizations and the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereoflike); (ii) in connection with any shares issued merger or issuable to officersacquisition of another unaffiliated business, directors, employees, agents entity or consultants of intellectual property by the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of and the Company (Investor to the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition extent required by the Company or by a subsidiary Certificate of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotmentDesignation; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all conversion of the contemplated offeringSeries A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers exercise of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act warrants issued in connection with the purchase Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock; provided, that in all cases, the Investor’s rights under this Section 15 shall terminate if the Investor or its affiliates, in the aggregate, cease to maintain beneficial ownership of any restricted securities(or the right to acquire beneficial ownership of) a number of shares of Series C Preferred Stock equal to at least fifty (50%) of the Series C Preferred Stock (as such numbers may be adjusted from time to time to address changes in capitalization or otherwise).

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor time the Company proposes to issue any Common Shares or a security that is convertible into a Common Share (collectively referred to herein as "Equity Securities"), the Company shall have a preemptive offer to the other Parties the right to purchase all or any portion that number of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) such Equity Securities equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held owned by such Investor Party (calculated on a fully diluted basis, assuming that such Parties have exercised or converted all of their respective Warrants and the denominator of which shall be Preferred Shares into Common Shares) divided by the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) issued and outstanding shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (calculated on an undiluted basis) multiplied by the "Board number of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or Equity Securities to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary as of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary date of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasedescribed below. (b) In The Company will deliver written notice of its intention to issue Equity Securities to each other Party stating the event number of Equity Securities that the Investors have not elected pursuant to this Section 4.01(b) such Party is entitled to purchase all along with the terms and conditions of such offering. Each such Party will have five business days from the receipt of the contemplated written notice to offer to purchase, in whole or in part, the number of Equity Securities that it is entitled to purchase. The closing of the purchase by each such Party will be concurrent with the closing of the Equity Security financing; provided, however, that such Party's obligation to purchase the Equity Securities will be conditioned upon the closing of the entire offering, the which condition such Party may waive in whole or in part. The Company shall have ninety (90) days thereafter may sell to sell the securities a third party any Equity Securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified other Parties in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveaccordance with these terms. (c) The rights of each Investor under this Article 4 shall be subject This pro-rata pre-emptive right does not apply to options issued pursuant to the ability of such Investor to make representations to Company's stock option plan or the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase issuance of any restricted securitiessecurity upon the conversion or exercise of any outstanding security or any issuance where the Company's shareholders are treated equally such as a subdivision, amalgamation or reorganization.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor Prior to the Initial Public Offering, if the Company shall have a preemptive propose to issue or sell New Securities (as hereinafter defined) or enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, in any such case the primary purpose of which (as determined in good faith by the Company's Board of Directors) is for the Company to raise capital, then the Company's Board of Directors shall consider in good faith the desirability and appropriateness of permitting the Holders to participate in such offerings of New Securities (the "Preemptive Rights") including granting each Holder the right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal up to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the that number of Common Shares held by such Investor New Securities, at the same price and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or same terms proposed to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, so that each Holder would, after the issuance or any subsidiary sale of all such New Securities, hold the same proportionate interest of the Company, on issued and outstanding equity securities of the best terms and conditions Company (calculated a fully-diluted basis) as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities was held by each Holder (on a fully-diluted basis) immediately prior to the Investors which may be converted into issuance or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice sale of such New Securities (the "Notice PeriodProportionate Percentage") of ). "New Securities" means any proposed Common Stock or options, warrants or other securities issuance that would give rise to preemptive or rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, convertible or exchangeable into or exercisable for any Common Stock or any subsidiary of the Companyother such equity securities; provided, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering however, that "New Securities" shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating not include: (i) its intent any securities issued or issuable on conversion of the Convertible Subordinated Notes or pursuant to purchasethe exercise of any rights, warrants, options or other agreements outstanding on the date of this Agreement including, without limitation, any security convertible or exchangeable, with or without consideration, into or for any stock, options and warrants; (ii) whether options and securities issued to management, directors or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all employees of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified or its Subsidiaries in the Company notice hereunder. In the event the Company has not sold some or all ordinary course of the business and equity securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.issuable upon exercise thereof; or

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right If, after the date hereof and subject to purchase all the terms and conditions contained in this Agreement, the Company proposes to issue and sell any Membership Interests or any portion of an offering by other Equity Securities in the Company, the Company will first offer in writing to sell to each Member a portion of such Membership Interests or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) Equity Securities equal to the number Member’s Membership Interest, at the most favorable price and on the most favorable terms as such additional Membership Interests or amount of securities being offeredother Equity Securities are to be offered to any other Person; provided, multiplied by a fraction, the numerator of which that in no event shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively Member have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no any such preemptive right in under this Section 3.09 to purchase any of the case of following: (i) shares Membership Interests or other Equity Securities issued in connection with and as consideration for any bona fide merger, consolidation, reorganization, joint venture, or issuable pursuant acquisition to which the exercise Company or any of options its Subsidiaries is a party to or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; involving an Independent Third Party; (ii) Membership Interests or other Equity Securities (A) issued as part of a combined unit or as additional consideration to any shares issued or issuable to officers, directors, employees, agents or consultants institutional holders of indebtedness of the Company or any subsidiary of its Subsidiaries, or (B) issued to suppliers or third party service providers in connection with the Company, upon exercise provision of any option granted goods or to be granted services; and (iii) The issuance of Membership Interests or Equity Securities pursuant to any stock option plan combination, reclassification, reorganization or arrangements approved similar transaction on a proportionate basis to all Members; and (b) Each Member may exercise its purchase rights by the Board delivering written notice of Directors of exercise to the Company within fifteen (15) days after receipt of such written offer from the "Board Company describing in reasonable detail the Membership Interests or other Equity Securities being offered, the purchase price therefor, the payment terms, the closing conditions and such Member’s percentage allotment. If any such Member does not, within fifteen (15) days after receipt of Directors"such written offer, deliver such notice of exercise, or if after timely exercising such rights shall fail to consummate such purchase (a “Non Purchasing Member”), each other Member that has fully exercised its rights under this Section 3.09 and who has timely consummated or the board of directors of ultimately consummates such subsidiary, as the case may be, or any options granted or to purchase (a “Purchasing Member”) shall be granted thereunder; or (iii) shares issued or issuable notified in the acquisition writing by the Company or by a subsidiary of the Company of any other corporation, association, partnership opportunity to purchase the unsubscribed Membership Interests or another entity or the assets or securities thereof. Each Investor Equity Securities and shall have the right to notify the Company within five (5) days of receipt of such notice and purchase such Purchasing Member’s pro rata share (determined among all Purchasing Members on the basis of their respective Membership Interests) of the portion of such Membership Interests or Equity Securities which the Non Purchasing Member had the right to purchase when under this Section 3.09. The failure by a Member to exercise its purchase rights under this Section 3.09 shall not prejudice the securities rights of such Member to exercise its rights under this Section 3.09 with respect to any subsequent issuance of Membership Interests or Equity Securities that is otherwise subject to the provisions of this Section 3.09. (c) Any Membership Interests or Equity Securities offered pursuant to this Section 3.09 that are issued or not purchased by the Purchasing Members may be sold by the Company, or any subsidiary of the Company, but only on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior not more favorable to the close of business on third party purchaser than those set forth in the last day of notice delivered to the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected applicable Members pursuant to this Section 4.01(b3.09, at any time after five (5) to purchase all of the contemplated offering, the Company shall have days but within ninety (90) days thereafter following the termination of the above referenced fifteen (15) day period, but may not be sold to sell the securities not elected to be purchased by the Investors at the price any other Person or on terms and upon the terms no conditions, including price, that are more favorable to the purchasers of third party purchaser than those set forth in such securities than specified in the Company notice hereunder. In the event the Company has not sold some offer or all of the securities within after such ninety (90) day periodperiod without again complying with this Section 3.09. (d) Notwithstanding anything to the contrary in the foregoing, the Company shall not thereafter issue or sell a Subsidiary may proceed with the issuance of any unsold securities without first Membership Interests or other Equity Securities prior to offering such securities Membership Interests or Equity Securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to Member; provided, that the Company reasonably required provides written notice to comply with Rule 506 of Regulation D under the Securities Act each Member in connection with or promptly after such issuance (but in no event more than three (3) Business Days thereafter) and complies with the purchase terms and conditions set forth in this Section 3.09 within twenty (20) Business Days after the first issuance of any restricted securitiessuch Membership Interests or Equity Securities subject to such offering.

Pre-emptive Rights. SECTION 4.01. 4.1 So long as (i) the BCE Equity Position is of at least twenty percent (20%) and (ii) the IS/IT Agreement is In Effect, CGI shall not, without the prior written consent of BCE, issue any Equity Shares or any other securities convertible into Equity Shares or entitling the holder thereof to acquire Equity Shares (the “Convertible Securities”) (the “Issue”), without also concurrently offering to BCE (and any of its Wholly-Owned Subsidiary holding Equity Shares) the right to subscribe to additional securities (the “Pre-emptive RightsRight”) as follows: 4.1.1 in the case of an Issue of Class A Shares, such number of Class A Shares, such that the ratio, after the Issue, assuming the full exercise of the Pre-emptive Right, of (i) the aggregate number of Equity Shares held by BCE and any of its Wholly-Owned Subsidiaries and of Equity Shares into which Convertible Securities held by BCE and any of its Wholly-Owned Subsidiaries are convertible, to (ii) the aggregate number of outstanding Equity Shares and Equity Shares into which Convertible Securities are convertible, shall be the same as the corresponding ratio before the Issue. The cash consideration to be paid for each such Class A Share subscribed to under the Pre-Emptive Right shall be equal to the issue price (without taking into account any underwriters discount, if any) for each Class A Share pursuant to the Issue; 4.1.2 in the case of an Issue of Convertible Securities which are convertible into Class A Shares, such number of securities (the “Offered Class A Convertible Securities”) convertible into Class A Shares such that the ratio, after the Issue, assuming the full exercise of the Pre-emptive Right, of (i) the aggregate number of Equity Shares held by BCE and any of its Wholly-Owned Subsidiaries and of Equity Shares underlying Convertible Securities held by BCE and any of its Wholly-Owned Subsidiaries, to (ii) the aggregate number of outstanding Equity Shares and of Equity Shares underlying Convertible Securities, shall be the same as the corresponding ratio before the Issue. The cash consideration to be paid for the Offered Class A Convertible Securities subscribed to under the Pre-emptive Right shall be such that the issue price for a Class A Share underlying an Offered Class A Convertible Security shall be equal to the issue price (without taking into account any underwriters discount, if any) for each Class A Share underlying the Convertible Security; 4.1.3 in the case of an Issue of Equity Shares of a class other than Class A Shares (but excluding Class B Shares issued pursuant to the pre-emptive rights of holders of Class B Shares under the Articles of CGI) (“Other Equity Shares”), such number of Other Equity Shares (or, in the case of an Issue of Class B Shares, such number of Class A Shares), such that the ratio, after the Issue, assuming the full exercise of the Pre-emptive Right, of (i) the aggregate number of Equity Shares held by BCE and any of its Wholly-Owned Subsidiaries and of Equity Shares into which Convertible Securities held by BCE and any of its Wholly-Owned Subsidiaries are convertible, to (ii) the aggregate number of outstanding Equity Shares and Equity Shares into which Convertible Securities are convertible, shall be the same as the corresponding ratio before the Issue. The cash consideration to be paid for each such Other Equity Share or Class A Share, as the case may be, subscribed to under the Pre-emptive Right shall be equal to the issue price (without taking into account any underwriters discount, if any) for each Other Equity Share or Class A Share, as the case may be, pursuant to the Issue; 4.1.4 in the case of an Issue of Class B Shares pursuant to the pre-emptive rights of holders of Class B Shares under the Articles of CGI that would reduce the BCE Equity Position to below twenty percent (20%), such number of Class A Shares, such that the ratio, after the Issue, assuming the full exercise of the Pre-emptive Right, of (i) the aggregate number of Equity Shares held by BCE and any of its Wholly-Owned Subsidiaries and of Equity Shares into which Convertible Securities held by BCE and any of its Wholly-Owned Subsidiaries are convertible, to (ii) the aggregate number of outstanding Equity Shares and Equity Shares into which Convertible Securities are convertible, shall be the same as the corresponding ratio before the issue. The cash consideration to be paid for each such Class A Share subscribed to under the Pre-emptive Right shall be equal to the issue price (without taking into account any underwriters discount, if any) for each Class B Share pursuant to the Issue; 4.1.5 in the case of an Issue of Convertible Securities which are convertible into Other Equity Shares, such number of securities (the “Offered Other Equity Convertible Securities”) convertible into Other Equity Shares such that the ratio, after the Issue, assuming the full exercise of the Pre-emptive Right, of (i) the aggregate number of Equity Shares held by BCE and any of its Wholly-Owned Subsidiaries and of Equity Shares underlying Convertible Securities held by BCE and any of its Wholly-Owned Subsidiaries, to (ii) the aggregate number of outstanding Equity Shares and of Equity Shares underlying Convertible Securities, shall be the same as the corresponding ratio before the Issue. The cash consideration to be paid for the Offered Other Equity Convertible Securities subscribed to under the Pre-emptive Right shall be such that the issue price for an Other Equity Share underlying an Offered Other Equity Convertible Security shall be equal to the issue price (without taking into account any underwriters discount, if any) for each Other Equity Share underlying the Convertible Security. (a) Each Investor 4.2 The rights to subscribe for Equity Shares or Convertible Securities pursuant to Section 4.1 shall have a preemptive right not apply in the event of the issuance of Equity Shares: 4.2.1 in payment of stock dividends; 4.2.2 subject to purchase all the provisions of Section 4.5, to directors, officers or any portion employees of an offering by CGI or its Affiliates upon exercise of rights granted pursuant to the CompanyCGI stock option plan; 4.2.3 further to the conversion of Class B Shares into Class A Shares pursuant to 3.4.16 of Annex I to the Articles of Amendment of CGI attached to the Certificate of Amendment dated November 25, 1986 issued to CGI or further to the conversion of Class A Shares into Class B Shares pursuant to 3.4.2 of such Annex, or further to the conversion of Class B Shares into Class A Shares pursuant to the equivalent corresponding provisions of any subsidiary subsequent Articles of Amendment of CGI, if any; or 4.2.4 further to the exercise of rights of conversion, exchange or acquisition of shares attached to Convertible Securities. 4.3 To allow for the exercise of the CompanyPre-emptive Right, the Secretary of CGI shall give to BCE written notice not less than ten (10) Business Days before the proposed Issue, indicating the number and class of Equity Shares or Convertible Securities to which BCE (and any equity security of its Wholly-Owned Subsidiaries holding Equity Shares) is entitled to subscribe and the price, terms and conditions of such subscription. 4.4 Subject to the provisions of Section 4.7, the Pre-emptive Right shall be exercised by BCE (and any of its Wholly-Owned Subsidiaries holding Equity Shares) at the time of closing of the Issue, failing which it shall be deemed to have waived its Pre-emptive Right with respect to such Issue. BCE (and any of its Wholly-Owned Subsidiaries holding Equity Shares) may subscribe for fewer than the total number of Equity Shares or Convertible Securities to which they are entitled according to the provisions of Section 4.1. 4.5 Notwithstanding the provisions of Section 4.2.2, if the issuance of Equity Shares to directors, officers or employees of CGI or its Affiliates upon exercise of rights granted pursuant to the CGI stock option plan, would reduce (or has reduced) the BCE Equity Position to below twenty percent (20%), CGI shall immediately provide to BCE written notice of such event. BCE may, within thirty (30) days after its receipt of such notice from CGI, elect (by written notice to CGI) to subscribe (directly, or through any of its Wholly-Owned Subsidiaries) to such number of Class A Shares as are necessary to allow BCE to maintain, immediately after such subscription, the same BCE Equity Position as the BCE Equity Position immediately prior to such issuance. CGI shall, upon receipt of written notice from BCE electing to subscribe to additional Class A Shares under this Section 4.5, promptly issue such additional Class A Shares to BCE (or any security which is Wholly-Owned Subsidiary of BCE specified by BCE). For purposes of clarity, the parties expressly agree that if BCE has provided timely notice to CGI that it elects to subscribe (directly or may become convertible into or exchangeable or exercisable for an equity securityindirectly) equal to additional Class A Shares pursuant to this Section 4.5, then at all times from the date (if any) the BCE Equity Position has been reduced to less than twenty percent (20%) as a result of exercises of rights granted pursuant to the number or amount CGI stock option plan and until the date of securities issuance by CGI of such additional Class A Shares as provided in this Section 4.5 pursuant to such notice of election by BCE, BCE shall retain without interruption all rights of BCE hereunder which are predicated on the BCE Equity Position being offered, multiplied by a fraction, the numerator of which at least twenty percent (20%). The consideration to be paid for each such Class A Share pursuant to this Section 4.5 shall be the Average Market Price for the twenty (20) trading days immediately preceding the issuance of such Class A Shares under this Section 4.5. 4.6 All Equity Shares or Convertible Securities subscribed for by BCE (or any of its Wholly-Owned Subsidiary) in accordance with the foregoing provisions of this Article 4 shall be fully paid and non assessable upon their issue by CGI and, upon receipt of a cheque made to the order of CGI covering the total subscription price, CGI shall remit to BCE a certificate representing the subject Equity Shares or Convertible Securities (as the case may be) thus subscribed, which shall then be registered in its name in CGI’s registers. 4.7 Should BCE (and any of its Wholly-Owned Subsidiary holding Equity Shares at the time of an Issue) not exercise its Pre-emptive Right to acquire Convertible Securities at the time of closing of the Issue, BCE (and any of its Wholly-Owned Subsidiaries holding Equity Shares at the time of an Issue) shall, at the time and to the extent of the exercise of the conversion or acquisition rights attached to the Convertible Securities issued at the closing of the Issue, be entitled to subscribe to such number of Common Class A Shares held or, as the case may be, Other Equity Shares as are necessary to allow BCE to maintain, immediately after such subscription, the same BCE Equity Position as the BCE Equity Position immediately prior to the exercise of the above-mentioned conversion or acquisition rights. CGI shall immediately provide to BCE written notice of such exercise of the above-mentioned conversion or acquisition rights. BCE may, within thirty (30) days after its receipt of such notice from CGI, elect (by written notice to CGI) to subscribe (directly, or through any of its Wholly-Owned Subsidiaries) to such Investor number of Class A Shares or, as the case may be, Other Equity Shares, as aforesaid. CGI shall, upon receipt of written notice from BCE electing to subscribe to additional Class A Shares or, as the case may be, Other Equity Shares under this Section 4.7, promptly issue such additional Class A Shares or, as the case may be, Other Equity Shares to BCE (or any Wholly-Owned Subsidiary of BCE specified by BCE). For purposes of clarity, the parties expressly agree that if BCE has provided timely notice to CGI that it elects to subscribe (directly or indirectly) to additional Class A Shares or, as the case may be, Other Equity Shares pursuant to this Section 4.7, then at all times from the date (if any) the BCE Equity Position has been reduced to less than twenty percent (20%) as a result of exercises of the above-mentioned conversion or acquisition rights and until the denominator date of issuance by CGI of such additional Class A Shares or, as the case may be, Other Equity Shares, as provided in this Section 4.7 pursuant to such notice of election by BCE, BCE shall retain without interruption all rights of BCE hereunder which are predicated on the BCE Equity Position being of at least twenty percent (20%). The consideration to be paid for each Class A Share or, as the case may be, each Other Equity Share pursuant to this Section 4.7 shall be the number Average Market Price for the twenty (20) trading days immediately preceding the issuance of Common such Class A Shares held by all shareholders (including or, as the Investors); case may be, each Other Equity Shares under this Section 4.7, provided that, in the case of any an issuance of Other Equity Shares under this Section 4.7, the consideration to be paid for such offering Other Equity Shares may be subject to adjustment as may be (a) required by a subsidiary applicable exchanges in connection with the conversion terms (including price) of the CompanyConvertible Securities under which such Convertible Securities were converted and subject to agreement by BCE, if acting reasonably, or (b) mutually agreed by CGI and BCE, each acting reasonably, in the number event such Other Equity Shares are not then listed on an exchange. 4.8 The provisions of equity securities that Sections 4.1, 4.5 and 4.7 and the Investors collectively have preemptive rights to purchase from the company is less than 20% exercise of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase Pre-emptive Right shall be increased pro rata so that, collectively, the Investors have a preemptive right subject to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant all applicable securities laws and applicable rules of the exchanges to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; which CGI is subject, and (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of exemptions and consents obtained from such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseexchanges. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor If the Company proposes to issue Company Securities to the DLJMB Entities (excluding for these purposes any Permitted Transferees who are not DLJMB Entities) or successor DLJ merchant banking funds with substantially similar investment objectives, (i) each of Xxxxxxx and the Management Shareholders shall have a preemptive the pre-emptive right to purchase all or any acquire its portion of an offering by such Company Securities, (ii) GTP Shareholders shall have pre-emptive rights as provided in the CompanyCo-Investment Agreement, or any subsidiary and (iii) each GTP Shareholder shall have the pre-emptive right to acquire a number of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) Company Securities equal to the excess, if any, of (A) its portion of such Company Securities over (B) the number or amount of securities being offeredCompany Securities that it has the right to acquire pursuant to clause (ii) of this sentence. For these purposes, multiplied by each Shareholder's portion will mean a fraction, the numerator of which shall be the number of Common Shares held by is such Investor Shareholder's Initial Ownership and the denominator of which shall be is the number Initial Ownership of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseShareholders. (b) In the event case of Xxxxxxx, the Company Securities that the Investors have not elected it may acquire pursuant to this Section 4.01(b5.01 (when taken together with all Company Securities owned by Xxxxxxx immediately after the Closing Date) may not exceed $50 million in aggregate purchase price. After any offer of Company Securities to Xxxxxxx pursuant to this Section 5.01, the $50 million aggregate amount referred to above shall be reduced by the amount of the Company Securities so offered to Xxxxxxx, whether or not Xxxxxxx accepts such offer. Notwithstanding anything contained in this paragraph (b) to purchase all of the contemplated offeringcontrary, Xxxxxxx shall be entitled to any pre-emptive rights it would otherwise have pursuant to the preceding paragraph (a) if the Company shall have ninety (90) days thereafter to sell Securities are sold at an effective price per share of Common Stock less than the securities not elected to be purchased by the Investors price per share paid at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveClosing Date. (c) The rights of each Investor under this Article 4 shall be Subject to any bank loan agreements and legal loan-to-value requirements, and subject to the ability discretion of such Investor to make representations to the compensation committee, the Company reasonably required may loan (on an arms-length basis) the Management Shareholders any funds needed by them to comply with Rule 506 exercise pre-emptive rights. (d) At the discretion of Regulation D under the Securities Act compensation committee, unexercised options held by Management Shareholders or GTP Shareholders may be taken into account in connection with determining the amount of shares that they and the other parties are allowed to purchase of any restricted securitiespursuant to this Section.

Pre-emptive Rights. SECTION 4.011. Pre-emptive Rights. (a) Each Investor The Company shall have a preemptive right not issue, sell or exchange, agree to purchase all issue, sell or any portion of an offering by the Companyexchange, or reserve or set aside for issuance, sale or exchange, any subsidiary equity securities of the Company, including common shares and preferred shares, any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company or any debt instrument that is convertible into equity of the Company (collectively, the "Offered Securities") to Financial Investors (as defined herein) for capital raising purposes unless in each case the Company shall have first complied with this Section F. The Company shall deliver to the Purchaser a written notice of any equity security proposed or intended issuance, sale or exchange of Offered Securities (an "Offer"), which shall (i) identify and describe the Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to exchange, and the number or amount of securities being the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, multiplied issued, sold or exchanged, and (iv) subject to receipt by the Company of applicable regulatory approval, offer to issue and sell to or exchange with the Purchaser 19.9% of the Offered Securities on the same terms and conditions as the Offered Securities, including without limitation the delivery of a fractionlegal opinion to anyone in connection with the Offering, if delivered. For the numerator purposes of which shall be the number of Common Shares held by such Investor Section F, "Financial Investors" are all investors other than employees and the denominator of which shall be the number of Common Shares held by all shareholders directors of, and consultants and advisors (including without limitation placement agents and underwriters) to the Investors); provided thatCompany in their respective capacities as such, other than any person or entity with whom the Company enters into a research and development, licensing or partnering agreement. Notwithstanding the foregoing, in the case event that the Company enters into a research and development, licensing or partnering agreement with a third party and in connection therewith issues, sells or exchanges securities with a third party, the Company shall deliver the Offer to the Purchaser promptly after the sale of any securities to such offering by third party, and the Purchaser shall have the right to purchase an amount of securities equal to 19.9% of the securities of the Company issued with respect to such research and development, licensing or partnering agreement after the closing of such agreement on the same terms and conditions as such securities are sold, including, without limitation, the delivery of a subsidiary of legal opinion to anyone in connection with the Offering, if delivered. 2. To accept the Offer, in whole or in part, the Purchaser must deliver to the Company, if on or prior to 10 business days after the number date of equity securities delivery of the Offer, a written notice of acceptance indicating that the Investors collectively have preemptive rights Purchaser elects to purchase its share of the Offered Securities. 3. If the Purchaser does not accept to buy a portion of the Offered Securities, the Company will have 120 days from the company is less than 20% expiration of the equity securities being offered by such subsidiary then period set forth in paragraph 2 above to issue, sell or exchange all or any part of the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so thatOffered Securities, collectivelybut only upon terms and conditions which are not more favourable, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case aggregate, to the acquiring persons or persons or less favourable to the Company than those set forth in the Offer. 4. The rights of the Purchaser under this Section F shall not apply to: (iA) the issuance of any shares issued as a stock dividend to holders of common shares or issuable pursuant to upon any subdivision or combination of common shares, (B) the issuance of any common shares upon conversion of shares of outstanding convertible preferred shares, (C) the issuance of any common shares upon the exercise of outstanding warrants, (D) the issuance of securities solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of the shares or assets of any other entity, (E) the issuance of common shares by the Company pursuant to a firm-commitment underwritten public offering, or (F) the issuance of common shares or options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares with respect thereto, issued or issuable to officers, directors, employees, agents directors or consultants of officers of, or consultant to, the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted its subsidiaries pursuant to any stock option plan plan, agreement or arrangements arrangement approved by the Board of Directors of the Company (the "Board of Directors")Company. Notwithstanding Section F(4)(v) above, or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by event of a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated firm commitment underwritten public offering, the Company will use its best efforts to ensure that the Purchaser is able to purchase 19.9% of the shares offered thereunder. 5. The provisions in this Section F shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and terminate upon the terms no more favorable to earlier of: (A) 18 months from the purchasers date hereof; (B) the sale of such securities than specified in the Company notice hereunder. In by merger, sale of assets or otherwise, or (C) the event the Company has not sold some or all termination of the securities within such ninety (90) day period, licence agreement of even date herewith between the Company shall not thereafter issue or sell any unsold securities without first offering such securities to Purchaser and the Investors in the manner provided aboveCompany. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right Except with respect to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise grant of options or warrants or (and the conversion issuance of convertible securities (including the Preferred Sharesshares of Common Stock upon exercise thereof) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants consultants, directors and officers of the Company or any subsidiary of where the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors pre- money valuation of the Company (i.e., the "Board number of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or shares outstanding (iiion a fully diluted basis) shares issued or issuable in the acquisition multiplied by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30option exercise price) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchaseis more than $16 million, (ii) whether or not it intends to exercise its right the issuance of over allotment; securities by the Company in a private offering where the pre-money valuation of the Company (i.e., the number of shares outstanding (on a fully diluted basis) multiplied by the offering price) is more than $16 million, and (iii) the maximum amount issuance of securities it is willing by the Company in an underwritten public offering, if the Company proposes to purchase. offer or sell, in consideration for cash, cash equivalents, Barter Consideration (bas defined) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all or promissory notes, shares of Common Stock or any other class of capital stock or securities convertible or exercisable into or exchangeable for shares of Common Stock or any other class of the contemplated offeringCompany's capital stock ("New Offer"), the Company shall have ninety offer to each Stockholder the right (90"Pre-emptive Right"), on the same terms specified below (the "Preemptive Right Terms"), to purchase up to that number of securities sufficient to permit the Stockholder to maintain its proportionate equity interest in the Company (as determined by dividing all of the Shares then owned by such Stockholder (and its Affiliates) days thereafter to sell the securities not elected to be purchased by the Investors at shares of Common Stock then outstanding. Notwithstanding the price foregoing, no Pre-emptive Rights shall be triggered by the grant of options by the Company (and the issuance of shares of Common Stock upon exercise thereof) to employees, consultants, directors and officers of the Company where the pre-money valuation of the Company is less than $16 million (such options, the "Subject Options") until such time as Subject Options to purchase an aggregate of 20% of the Company's then outstanding Common Stock on an after-issued basis (currently 3,121 shares) have been granted ("Subject Option Limit Date"). Pre-emptive Rights shall be triggered by any grant of Subject Options after the Subject Option Limit Date, and the number of shares of Common Stock purchasable upon exercise of such Pre-emptive Rights shall be calculated based solely upon the terms no more favorable number of shares purchasable upon exercise of Subject Options granted after the Subject Option Limit Date. With respect to the purchasers of such securities than cash consideration specified in the Company notice hereunderNew Offer, the Pre-emptive Right Terms shall be the same as those specified in the New Offer. In With respect to non-cash consideration specified in the event New Offer, the Company has not sold some or all Pre-emptive Right Terms shall permit the Stockholder (and its Affiliates) to provide such consideration in the form of cash, cash equivalents and/or a form of non-cash consideration substantially similar to the non-cash consideration specified in the New Offer, in each case having a value equal to the fair value of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors non-cash consideration specified in the manner provided aboveNew Offer. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights.Until such time as the Notes are converted and the Purchaser holds less than 222,222 (such number of shares equaling 25% of the number of shares the Notes would convert into on the date hereof, as such number may be adjusted for any stock split or recapitalization after the date hereof) shares of Common Stock or Preferred Stock: (a) Each Investor Except in the case of Excluded Securities (as defined below), the Company shall have a preemptive right not issue, sell or exchange, agree to purchase all issue, sell or any portion of an offering by the Companyexchange, or reserve or set aside for issuance, sale or exchange any subsidiary (i) stock of any class, (ii) any other equity security of the Company, (iii) any debt security of any equity security (or any security which the Company that by its terms is or may become convertible into or exchangeable or exercisable for an any equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants security of the Company or has any subsidiary of the Companyother equity feature, upon exercise of (iv) any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors security of the Company that is a combination of a debt and equity security or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iv), unless in each case the Company shall have first offered to sell a portion of such securities to the Purchaser (the "Board of DirectorsOFFERED SECURITIES"), or equal to the board of directors of Purchaser's Proportionate Percentage at a price and on such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held have been specified by the Investors Company in writing delivered to the Purchaser's (the "OFFER"), which may be converted into or exercised Offer by its terms shall remain open and irrevocable for Common Shares have been so converted or exercised. The Company shall give the Investors at least a period of thirty (30) days prior written notice (from the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused date it is delivered by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasePurchaser. (b) The Company may specify in the Offer that all or a minimum amount of the Offered Securities must be sold in such offering (to the Purchasers and/or any third parties pursuant to Section 5.6(d)), in which case any Notice of Acceptance (as defined below) shall be deemed conditioned upon (i) receipt of Notices of Acceptance of all or such minimum amount, as applicable, of the Offered Securities and/or (ii) the sale of all or such minimum amount, as applicable, of the Offered Securities pursuant to Section 5.6(d). (c) Notice of the Purchaser's intention to accept, in whole or in part, an Offer, shall be evidenced by a writing signed by the Purchaser and delivered to the Company prior to the end of the thirty (30) day period of such Offer, setting forth such portion of the Offered Securities that the Purchaser elects to purchase (the "NOTICE OF ACCEPTANCE"). (d) In the event that a Notice of Acceptance is not given by the Investors have not elected pursuant to this Section 4.01(b) to purchase Purchaser in respect of all of the contemplated offeringOffered Securities, the Company shall have ninety (90) days thereafter from the expiration of the foregoing thirty (30) day period to sell all or any part of the securities Offered Securities as to which a Notice of Acceptance was not elected to be purchased given by the Investors at Purchaser (the "REFUSED SECURITIES") to any other Person(s), but only upon terms and conditions that in all material respects (including, without limitation, unit price and upon the terms interest rates) are no more favorable to such other Person(s) and no less favorable to the purchasers Company than those set forth in the Offer. Upon the closing, which shall include full payment to the Company, of the sale to such securities than other Person(s) of all of the Refused Securities, the Purchaser shall purchase from the Company, and the Company shall sell to the Purchaser, the Offered Securities in respect of which a Notice of Acceptance was delivered to the Company by the Purchaser, at the terms specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveOffer. (ce) In each case, any Offered Securities not purchased by the Purchaser or any other Person(s) in accordance with Section 5.6(d) may not be sold or otherwise disposed of until they are again offered to the Purchaser under the procedures specified in this Section 5.6. (f) The rights of each Investor the Purchaser under this Article 4 Section 5.6 shall be subject not apply to the ability following securities (the "EXCLUDED SECURITIES"): (i) (A) up to 600,000 shares (as adjusted equitably for stock dividends, stock splits, combinations and the like) of such Investor Common Stock issuable upon exercise of stock options granted to make representations to directors, officers or employees of the Company reasonably required or its subsidiaries pursuant to comply and in accordance with Rule 506 a stock option plan or agreement duly authorized by the Board, and (B) shares of Regulation D under Common Stock issued upon conversion of shares of Preferred Stock, including in the Securities Act case of both (A) and (B), any additional shares of Common Stock as may be issued by virtue of antidilution provisions, if any, applicable to such options or shares, as the case may be; (ii) Stock issued as a part of a recapitalization or as a stock dividend or upon any stock split or other subdivision or combination of shares of Stock; (iii) shares of Common Stock issued in connection with certain strategic transactions or acquisitions approved in advance by a majority of the purchase Board (which majority shall include the Purchaser Representatives); and (iv) Common Stock issued upon conversion of any restricted securitiesconvertible securities outstanding on the date of this Agreement and set forth on the Disclosure Letter.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) If the Company authorizes the issuance or sale of any shares of capital stock of the Company or any of its Subsidiaries or any securities containing options or rights to acquire any such shares of capital stock (“Equity Securities”) (other than any such shares or securities issued (i) on the Effective Date, (ii) as a pro rata stock dividend on all outstanding shares of any class of Equity Securities, (iii) to officers, directors, employees, consultants, independent contractors and/or other service providers to the Company and/or any of its Subsidiaries pursuant to stock option, incentive or similar plans approved by the Board, (iv) upon the exercise, conversion or exchange of any other securities that were issued in compliance with this Section 10 or in an issuance which is exempt from this Section 10, (v) in connection with an Approved Redemption, (vi) in connection with the conversion or exchange of outstanding securities or any reclassification or other reorganization in which each Stockholder shall receive, in exchange for Stockholder Shares held by such Stockholder, the same proportion of aggregate securities that such Stockholder would have received if such aggregate securities had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such conversion, exchange, reclassification or reorganization, (vii) in connection with any debt financings or refinancings approved by the Board or (viii) as consideration in connection with the acquisition from an Independent Third Party of all or part of another Person or business (whether by merger, purchase of stock or assets or otherwise)), the Company shall offer to sell to each Stockholder a portion of such Equity Securities equal to the product of the number of shares of such capital stock being issued and the quotient determined by dividing (A) the number of shares of Common Stock (on an as-converted and as-exercised basis) held by such Stockholder (to the extent vested) by (B) the sum of the total number of shares of Common Stock (on an as-converted and as-exercised basis) held by all Stockholders (to the extent vested) (such quotient as to a particular Stockholder is referred to in this Section 10 as such Stockholder’s “Proportionate Share”). Each Investor Stockholder shall have a preemptive the right to purchase all or any portion of an offering by such Stockholder’s Proportionate Share of such Equity Securities at the Company, same applicable price per share or security and on the terms as such stock or securities are to be offered to any subsidiary other Person; provided that if all Persons entitled to purchase or receive any class of or series of such offered Equity Securities are required to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive Stockholders exercising their rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it 10 shall also be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") required to purchase the same strip of securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business (on the last day of the Notice Period, stating (isame terms and conditions) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing that such other Persons are required to purchase. (b) In the event that the Investors have not elected pursuant order to exercise its purchase rights under this Section 4.01(b10, a Stockholder must, within fifteen (15) days after receipt of written notice from the Company describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment and any other material terms and such holder’s percentage allotment, deliver a written notice to the Company describing its election hereunder, and the failure by any Stockholder to deliver any such written notice within such 15-day period shall be deemed to be an election by such Stockholder not to exercise its purchase rights under this Section 10. If all of the contemplated offeringEquity Securities being offered are not fully subscribed, the Company shall have ninety (90) days thereafter to sell the securities not then each Stockholder that has elected to purchase its full-allotment and committed in their election notice to purchase its pro rata share of any unsubscribed Equity Securities, shall be purchased by the Investors at the price and upon entitled to purchase, on the terms no more favorable set forth in this Section 10, such Stockholder’s pro rata share (determined based on the Proportionate Share of each such Stockholder relative to the purchasers Proportionate Share of all such Stockholders) of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveunsubscribed Equity Securities. (c) The rights Upon the expiration of each Investor the offering period described above, the Company shall be entitled to sell such Equity Securities to the proposed recipient(s) thereof which the Stockholders have not elected to purchase under this Article 4 Section 10 during the 180 days following such expiration at no less than the purchase price stated in the notice provided under Section 10(b) hereunder. Any Equity Securities proposed to be offered or sold by the Company under Section 10(a) after such 180-day period, or at a price not complying with the immediate preceding sentence, must be reoffered to the Stockholders pursuant to the terms of this Section 10. (d) Notwithstanding anything to the contrary herein, in lieu of offering any Equity Securities to the Stockholders at the time such stock or other equity securities are offered to other Persons, the Company may comply with the provisions of this Section 10 by making an offer to sell to the Stockholders their Proportionate Share of such securities promptly after a sale to such other Person is effected. In such event, for all purposes of this Section 10, each Stockholder’s Proportionate Share shall be subject determined by taking into consideration the actual number of securities sold to any other Person so as to achieve the ability of same economic effect as if such Investor offer would have been made prior to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiessuch sale.

Pre-emptive Rights. SECTION 4.01. PreUntil the occurrence of a Termination Event, and subject to the terms and conditions specified in this Section 3, the Investor shall be entitled to a pre-emptive Rightsright with respect to future sales by the Company of its Shares (as defined below). Each time the Company proposes to offer any shares of any class of its capital stock ("Shares"), the Company shall ------ notify the Investor in accordance with the following provisions: (i) The Company shall deliver a notice in accordance with Section 11.5 ("Notice") to the Investor stating (A) its bona fide intention to ------ offer such Shares, (B) the number of such Shares to be offered, and (C) the price and terms upon which it proposes to offer such Shares. (aii) Each Investor shall have a preemptive right to purchase all or any portion of an offering By written notification received by the Company, or any subsidiary within 20 calendar days after receipt of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fractionNotice, the numerator Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of which shall be such Shares that equals the proportion that the number of shares of Common Shares Stock issued and held by such the Investor and the denominator of which shall be Holder Affiliates bears to the total number of shares of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary Stock then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or outstanding. (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that If all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected Investor is entitled to obtain pursuant to this Section 4.01(bsubsection 3(ii) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities are not elected to be purchased by obtained as provided in subsection 3(ii) hereof, the Investors Company may, during the 120 day period following the expiration of the period provided in subsection 3(ii) hereof, offer the remaining unsubscribed portion of such Shares either: (A) in a private offering to any person or persons at the a price not less than, and upon the terms no more favorable to the purchasers of such securities offeree than those specified in the Company notice hereunderNotice, or (B) pursuant to a registered offering. In the event If the Company has does not sold some or all enter into an agreement for the issue and sale of the securities Shares within such ninety (90) day period, the Company right provided hereunder shall be deemed to be revived and such Shares shall not thereafter issue or sell any unsold securities without be offered unless first offering such securities reoffered to the Investors Investor in the manner provided aboveaccordance herewith. (civ) The pre-emptive rights granted pursuant to this Section 3 shall not be applicable to issuances of each Investor under Excluded Securities. (v) In no event may shares of Common Stock be purchased pursuant to this Article 4 shall be subject Section 3 (A) until the completion of the transaction resulting in the pre-emptive rights and (B) to the ability extent that the aggregate number of such Investor to make representations shares of Common Stock issued to the Investor pursuant to (1) the Purchase Agreement, (2) exercises of the Warrant and (3) exercises of the pre-emptive rights granted pursuant to this Section 3 would exceed 31,901,467 shares (or such number as adjusted for any stock splits, stock dividends, combinations, subdivisions or reclassifications of Common Stock or other like events occurring after the date hereof). (vi) Notwithstanding anything to the contrary in this Section 3, the obligation of the Company reasonably required to comply with Rule 506 issue shares of Regulation D Common Stock upon any exercise of rights under the Securities Act in connection with the purchase of any restricted securities.this

Pre-emptive Rights. SECTION 4.01. PreThe Company hereby grants to Investor and Xxxxxx pre-emptive Rights. (a) Each Investor shall have a preemptive right rights with respect to purchase all issuances, on or any portion after the date of an offering this Agreement, by the CompanyCompany of its equity securities or securities or rights convertible into or exercisable for equity securities, where issuance of those securities or rights would result in dilution of Investor's or Xxxxxx'x beneficial ownership (as calculated by Investor or Xxxxxx for purposes of Section 13(d) of the Exchange Act) of the Common Stock of the Company on a fully-diluted basis taking into account all Common Stock Equivalents (each a "POST-TRANSACTION PERCENTAGE") to less than his respective beneficial ownership of the Common Stock of the Company on a fully-diluted basis taking into account all Common Stock Equivalents immediately prior to the consummation of the proposed issuance (each a "PRE-TRANSACTION PERCENTAGE"). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any subsidiary shares of, any class of the Company's equity securities (the "NEW Shares") that would reduce Investor's or Xxxxxx'x Post-Transaction Percentage to below his respective Pre-Transaction Percentage, the Company shall first make a written offer (the "OFFER NOTICE") to Investor and Xxxxxx of any equity security such portion of the New Shares that would maintain Investor's and Xxxxxx'x Post-Transaction Percentage at a minimum of their respective Pre-Transaction Percentage (the "PRO RATA SHARE"). The Offer Notice would state the Company's (A) bona fide intention to issue or any security which is offer the New Shares, (B) the identity of the Person(s) to whom the New Shares are to be issued or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be (C) the number of Common New Shares held by such Investor and the denominator of which shall to be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant offered, and (D) the price and terms upon which it proposes to issue or offer the New Shares. Investor and/or Xxxxxx may, by written notice to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least delivered within thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary their respective receipt of the CompanyOffer Notice, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent elect to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon on the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunderOffer Notice, up to the Pro Rata Share. In The closing of the event sale of such portion of the Pro Rata Share as Investor and/or Xxxxxx elect to purchase shall occur simultaneously with the issuance or sale of the New Shares to other Person(s) identified in the Offer Notice, no earlier than forty-five (45) days following Investor's and Xxxxxx'x receipt of the Offer Notice (unless a shorter period of time is agreed to by Investor and Xxxxxx in their sole discretion), and the Pro Rata Share shall be priced equal to the lowest price paid by any of the other Person(s) identified in the Offer Notice, including any who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase rights. If the Company has does not sold some consummate the issuance or all sale of the securities New Shares within such ninety sixty (9060) day perioddays following Investor's and Xxxxxx'x receipt of the Offer Notice, then the New Shares shall not be offered, issued or sold unless again offered to Investor and Xxxxxx in accordance with this Section 4.9. Upon execution of this Agreement, the Company pre-emptive rights contained in this Section 4.9 shall not thereafter issue supersede and replace the pre-emptive rights contained or sell any unsold securities without first offering such securities to the Investors incorporated by reference in the manner provided aboveRescission Agreement. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive RightsFrom the Closing Date until the earlier of (a) the third anniversary of the Closing Date or (b) the date on which none of the Purchasers beneficially own at least 10.0% pursuant to Section 13(d) of the Exchange Act of the shares of voting stock of the Company then outstanding, the Company shall not directly or indirectly, offer, sell or grant any option to purchase (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or securities convertible into Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 6.7. (a) Each Investor The Company shall have deliver, at least ten (10) business days prior to the closing of a preemptive right Subsequent Placement, to purchase all or any portion of an offering by the Company, or any subsidiary each Purchaser then beneficially owning at least 10.0% pursuant to Section 13(d) of the CompanyExchange Act of the shares of voting stock of the Company then outstanding (an “Eligible Purchaser”), a written notice (the “Offer Notice”) of any equity security proposed or intended issuance or sale or exchange (the “Subsequent Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price or any security pricing mechanism and other terms upon which is they are to be issued, sold or may become convertible into or exchangeable or exercisable for an equity security) equal to exchanged, and the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities Offered Securities to be issued, sold or exchanged, and (C) offer to issue and sell to or exchange with each Eligible Purchaser that portion of the price and other terms upon which Offered Securities that represents such Eligible Purchaser’s percentage of beneficial ownership pursuant to Section 13(d) of the CompanyExchange Act of the aggregate number of shares of voting stock then outstanding (the “Pro Rata Amount”), provided that in no event shall the Company be required to offer to issue or sell, or any subsidiary to issue or sell, to the Eligible Purchasers more than 50% of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day aggregate amount of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseOffered Securities in any Subsequent Placement. (b) To accept a Subsequent Offer, in whole or in part, such Eligible Purchaser must deliver a written notice to the Company prior to the end of the 10th business day after such Eligible Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Eligible Purchaser’s Pro Rata Amount that such Eligible Purchaser elects to purchase (in either case, the “Notice of Acceptance”). (c) In connection with any Subsequent Placement, the event Company shall distribute to the Eligible Purchasers, other than any Eligible Purchaser that has indicated to the Investors have Company it is not elected interested in participating in the Subsequent Offer or that has not prior to the end of the Offer Period delivered a Notice of Acceptance pursuant to this Section 4.01(bsubsection (b) above, all agreements and other documents to be executed by the purchasers in the Subsequent Placement, at substantially the same time such items are distributed to the purchasers in the Subsequent Placement other than the Eligible Purchasers. If any Eligible Purchaser shall have failed to execute and deliver any such agreement or other document in the form so distributed by the such time as may be reasonably requested by the Company in connection with the Subsequent Placement, then such Eligible Purchaser shall not have a right to participate in such Subsequent Placement and all securities which such Eligible Purchaser would have been eligible to purchase all of in the contemplated offering, the Subsequent Placement shall be treated as Refused Securities with respect thereto. (d) The Company shall have ninety (90) days thereafter from the expiration of the Offer Period above to offer, issue, sell the securities or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not elected to be purchased been given by the Investors at Eligible Purchasers (the price “Refused Securities”), but only upon terms and upon conditions (including, without limitation, the terms no total amount of the financing, unit prices and interest rates) that are not materially more favorable to the purchasers acquiring person or persons or materially less favorable to the Company than those set forth in the Offer Notice, except for such changes which may, in the reasonable judgment of the Company, be necessary or appropriate on account of changes in market conditions , provided that if the Company makes such securities changes, it will use reasonable commercial efforts to consult with the Eligible Purchasers and to provide them the opportunity to participate in the financing as modified by such changes. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Eligible Purchasers shall acquire from the Company, and the Company shall issue to the Eligible Purchasers, the number or amount of Offered Securities specified in the Company notice hereunder. In Notices of Acceptance, upon the event terms and conditions specified in the Company has not sold some or all of the securities within such ninety (90) day periodSubsequent Offer, the Company shall not thereafter issue or sell any unsold securities without first offering such securities subject to the Investors terms and conditions contained in the manner provided abovethis Section 6.7. (cf) The rights of each Investor under restrictions and other provisions contained in this Article 4 Section 6.7 shall be subject not apply to the ability issuance of such Investor any Common Stock issued or issuable: (i) to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act any employee, officer, director or consultant in connection with any plan or other compensatory arrangement approved by the purchase Board of Directors or the Compensation Committee of the Board of Directors of the Company; (ii) upon the exercise of the Warrants and any warrants outstanding as of the Closing Date; (iii) to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar non-equity transactions; (iv) in connection with bona fide acquisition, merger or similar transaction; (v) in any underwritten public offering; or (vi) to an entity as a component of any restricted securitiesbusiness relationship with such entity primarily for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Company’s products or services or (C) any other arrangements that are primarily for purposes other than raising equity capital.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.of

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights.4.5.1 If, at any time after the date hereof and prior to a Qualified Public Offering, the Company or any of its subsidiaries authorizes the issuance of any equity securities or any options, warrants or other rights to acquire equity securities or any notes or other debt securities convertible into or exchangeable for equity securities, other than any Permitted Issuance or in connection with a Qualified Public Offering (all such equity securities and other rights and securities, collectively, the “Equity Equivalents”) to any Person or Persons, the Company shall, at its election, either: (a) Each Investor prior to the consummation of such sale or issuance, deliver a notice of intention to sell or otherwise issue (the “Company’s Notice of Intention to Sell”) to each Member (the “Pre-Sale Offerees”) setting forth a description and the number of the Equity Equivalents and any other securities proposed to be issued and the proposed purchase price (which shall be for cash in U.S. dollars) and terms of sale; or (b) not later than thirty (30) days following the consummation of such sale or issuance, deliver a notice of sale or issue (the “Company’s Notice of Sale”) to each Member who was a Member prior to such sale or issuance described in the applicable Company’s Notice of Sale (the “Post-Sale Offerees”, the Pre-Sale Offerees or the Post-Sale Offerees, as the context may dictate, are each herein referred to as the “Offerees”) setting forth a description and the number of the Equity Equivalents and any other securities that have a preemptive right to been sold or issued and the purchase all or any portion price (which shall be for cash in U.S. dollars) and terms of an offering by the Company, or any subsidiary sale. Upon receipt of the Company’s Notice of Intention to Sell or the Company’s Notice of Sale, as applicable, each Offeree shall have the right to elect to purchase, at the price and on the terms stated in the Company’s Notice of any equity security (Intention to Sell or any security which is or may become convertible into or exchangeable or exercisable for an equity security) the Company’s Notice of Sale, as applicable, a number of the Equity Equivalents equal to the number or amount product of securities being offered, multiplied (i) the percentage determined by a fraction, the numerator of which shall be dividing (A) the number of Common Shares held Units then owned by such Investor and Offeree by (B) (x) in the denominator case of which shall be an offer pursuant to clause (a) above, the number of Common Shares held by all shareholders Units then outstanding at such time or (including the Investors); provided that, y) in the case of any such offering by a subsidiary of the Companyan offer pursuant to clause (b) above, if the number of equity securities that Common Units outstanding prior to the Investors collectively have preemptive rights to purchase from sale or issuance described in the company is less than 20% applicable Company’s Notice of the equity securities being offered Sale, multiplied by such subsidiary then (ii) (x) the number of Equity Equivalents proposed to be issued (as described in the applicable Company’s Notice of Intention to Sell) or (y) the number of Equity Equivalents issued (as described in the applicable Company’s Notice of Sale), as applicable. If the Company is issuing or has issued Equity Equivalents in connection with the issuance of any debt or other equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of its subsidiaries (other than in a Permitted Issuance), then any Offeree who elects to purchase such Equity Equivalents pursuant to this Section 4.5 must also purchase a corresponding proportion of such other debt or equity securities, all at the proposed purchase price and on terms of sale as specified in the applicable Company’s Notice of Intention to Sell or Company’s Notice of Sale . 4.5.2 Such election shall be made by the electing Offeree by written notice to the Company within ten (10) business days after delivery to such Offeree of the Company’s Notice of Intention to Sell or the Company’s Notice of Sale, upon exercise as applicable (the “Acceptance Period”). If all of any option granted or to be granted pursuant to any stock option plan or arrangements approved the Equity Equivalents available for purchase by the Board of Directors of Offerees are not fully subscribed by such Offerees, then the Company remaining Equity Equivalents so available shall be reoffered (the "Board of Directors"), until no Offeree elects to purchase any more Equity Equivalents or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iiiuntil all available Equity Equivalents have been subscribed for) shares issued or issuable in the acquisition by the Company or by a subsidiary of to the Company of any other corporation, association, partnership or another entity or Offerees purchasing their full allotment upon the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated set forth in this Section 4.01 describing 4.5, except that such Offerees must exercise such purchase rights within three (3) business days after receipt of such reoffer. 4.5.3 If, after the amount reoffering provisions of Section 4.5.2, all of the Equity Equivalents available for purchase by the Offerees are not fully subscribed by such Offerees, then the Company or the applicable subsidiary may, at their election: (a) during a period of 90 days following the expiration of the applicable Acceptance Period, issue and type of securities sell the remaining Equity Equivalents to be issued, issued and sold to any Person at a price that is equal to or greater than 95% of the price stated in the applicable Company’s Notice of Intention to Sell or Company’s Notice of Sale (provided, that any purchasing Offeree shall be entitled to the same price) and upon other terms upon which not more favorable in the aggregate to such Person than those stated in the applicable Company’s Notice of Intention to Sell or Company’s Notice of Sale, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotmentas applicable; and (iii) the maximum amount of securities it is willing to purchase.or (b) In not issue and sell any of the event Equity Equivalents described in the Company’s Notice of Intention to Sell or Company’s Notice of Sale, as applicable, to any of the Offerees and, instead, proceed with the offering of the Equity Equivalents on the terms and conditions described in the applicable Company’s Notice of Intention to Sell or Company’s Notice of Sale, as applicable; provided, that no purchaser in such transaction is a Member or an Affiliate of a Member and that the Investors have not elected pursuant Company used reasonable efforts to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not permit those Offerees who so elected to participate in the issuance; provided, further, that such offering must be purchased by the Investors at the price set forth in, and upon the other terms no and conditions not more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within aggregate to such ninety (90) day periodPerson than those stated in, the applicable Company’s Notice of Intention to Sell or Company’s Notice of Sale and the offering and sale must be completed within 90 days. 4.5.4 The Company and its subsidiaries shall not thereafter issue or sell any unsold securities Equity Equivalents covered by a Company’s Notice of Intention to Sell or a Company’s Notice of Sale, as applicable that were not sold by them within the applicable 90-day period without first offering such securities Equity Equivalents to the Investors each Offeree in the manner provided abovein this Section 4.5. The failure by an Offeree to elect to purchase with respect to one issuance and sale of Equity Equivalents shall not affect its right to purchase Equity Equivalents in any subsequent offering, sale and purchase. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights.Except for issuances of equity securities of the Company (ai) pursuant to a public offering registered under the Securities Act, (ii) to employees or Outside Managers of the Company or its Subsidiaries, (iii) as payment of all or a portion of the purchase price of any business or assets thereof acquired by the Company or any of its Subsidiaries, (iv) to landlords, lessors or lenders in connection with any bona fide lease arrangement or financing, (v) to consultants, financial advisors or vendors as payment for services or products, (vi) to a strategic partner upon entering into a long-term business relationship with such Person, (vii) upon the exercise of any option or other right described in any of clauses (i) through (vii) above, or (viii) pursuant to the Redemption Agreement, if the Company authorizes the issuance or sale of any Common Units or any securities convertible, exchangeable or exercisable for Common Units, the Company shall offer to sell to each Securityholder that is a holder of Common Units, at the same price and on the same terms, a portion of such units or securities equal to the quotient determined by dividing (1) the number of Common Units (other than Unvested Units) held by such Securityholder by (ii) the total number of Common Units (other than Unvested Units) outstanding, in each case on a Fully Diluted Basis (other than Unvested Units). Each Investor holder of Common Units shall have a preemptive right be entitled to purchase such units or securities at the most favorable price and on the most favorable terms as such units or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or any portion of an offering by the Company, receive such units or any subsidiary securities are required to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securitythe Securityholders exercising their rights pursuant to this Section 4(a) equal shall also be required to purchase the number or amount same strip of securities being offered, multiplied by a fraction, (on the numerator of which shall be the number of Common Shares held by such Investor same terms and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Sharesconditions) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable such other Persons are required to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedpurchase. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount purchase price for all units and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior offered to the close holders of business on Securityholder Units shall be payable in cash or, to the last day of the Notice Periodextent otherwise required hereunder, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasenotes issued by such holders. (b) In order to exercise its purchase rights hereunder, a holder of Securityholder Units must within fifteen (15) days after receipt of written notice from the event that Company describing in reasonable detail the Investors have not elected pursuant units or securities being offered, the purchase price thereof, the payment terms and such Securityholder’s percentage allotment, deliver a written notice to this Section 4.01(bthe Company describing its election hereunder. (c) to purchase all Upon the expiration of the contemplated offeringoffering period described above, the Company shall be entitled to sell such units or securities which the holders of Securityholder Units have not elected to purchase during the ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price following such expiration on terms and upon the terms conditions no more favorable to the purchasers of thereof than those offered to such holders. Any such securities than specified in offered or sold by the Company notice hereunder. In the event the Company has not sold some or all of the securities within after such ninety (90) -day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities period must be reoffered to the Investors in holders of Securityholder Units pursuant to the manner provided aboveterms of this Section 4. (cd) The rights of each Investor under set forth in this Article Section 4 shall be subject continue with respect to each Securityholder Unit until the ability earlier of (i) the transfer of such Investor to make representations to Securityholder Unit in a Public Sale, or (ii) the consummation of a Sale of the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesor a Qualified Public Offering.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by For so long as the CompanyInvestors, or any subsidiary together with their Affiliates, Beneficially Own no less than four and nine-tenths percent (4.9%) of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of outstanding Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectivelyStock, the Investors or one or more of their designated Affiliates shall have a preemptive the option and right (but not the obligation) to purchase at least 20% participate (or nominate any of their Affiliates to participate) in any Equity Issuance by purchasing in the aggregate up to the Investors' and their Affiliates’ Pro Rata Portion of such equity securities; provided further that there will be no such preemptive right in Equity Issuance at the case of (i) shares issued or issuable pursuant to same price and the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best same terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by investors in the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedEquity Issuance. The Company shall give agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights or their Affiliates, as contemplated in this Section 4.01 describing the amount and type of securities to be issuedapplicable, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify participate in any Equity Issuance in accordance with the Company in writing prior to the close provisions of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasethis Agreement. (b) In the event the Company proposes to undertake an Equity Issuance, the Company shall promptly give the Investors prior written notice of its intention, describing the type of equity interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), the timing of such proposed Equity Issuance and the general terms and conditions upon which the Company proposes to effect the Equity Issuance. The Investors and their Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such shorter period, that shall be as long as practicable, as may be required in order for the Investors have not elected and their Affiliates to participate in such proposed Equity Issuance) from the date the Investors receive notice of the proposed Equity Issuance to elect to purchase up to their Pro Rata Portion of such Equity Issuance for the consideration and upon the terms specified in the notice provided by the Company pursuant to this Section 4.01(b3.2(b) by giving written notice to purchase all the Company and stating therein the quantity of equity interests to be purchased. Any such notice shall be irrevocable; provided, however, that if the Equity Issuance does not occur within thirty (30) Business Days following such notice and the terms of the contemplated offeringEquity Issuance are materially modified, then the Investors and their Affiliates will be provided the opportunity to similarly participate on such modified terms. Any purchase of Equity Interests by any Investor and its Affiliates pursuant to this Section 3.2 shall occur contemporaneously with, and be subject to the same terms and conditions as, the Company shall have ninety (90) days thereafter to sell closing of the securities not elected to be purchased sale of the Equity Interests by the Investors at the price and upon the terms no more favorable Company to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveother parties. (c) The rights purchase by the Investors and their Affiliates of each Investor under Equity Interests pursuant to this Article 4 Section 3.2 shall be subject to the ability limitations on stock ownership set forth in the Company’s organizational documents; provided, that Company shall provide any necessary waiver of such Investor to make representations limitations upon receipt of an updated representation letter similar to the Company reasonably required to comply with Rule 506 of Regulation D under representation letter provided by the Securities Act Investors in connection with the purchase Closing under the Standby Purchase Agreement. (d) In the event that neither any Investor nor any of their Affiliates exercise the right forth in this Section 3.2 within the applicable period as set forth above, the Company shall be permitted to sell the equity interests in respect of which such pre-emptive rights were not exercised. In the event that the Company has not sold the equity interests within ninety (90) days of its notice to Investor as contemplated by Section 3.2(b), for purposes of this Section 3.2 such proposed Equity Offering shall be deemed to have been terminated, and the Company shall provide Investor with a new notice prior to undertaking a subsequent Equity Issuance. (e) The Company shall have the right, in its sole discretion, at all times prior to consummation of any restricted securitiesproposed Equity Issuance giving rise to the rights granted by this Section 3.2, to abandon, withdraw or otherwise terminate such proposed Equity Issuance, without any liability to the Investors or their Affiliates. (f) Notwithstanding anything to the contrary herein, in the event that Investors and their Affiliates or the Company are required to file any notifications or report forms under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in order to exercise the Investors' and their Affiliates' rights pursuant to this Section 3.2, then the time periods to close on such exercise set forth above shall be extended and the Investors' and their Affiliates' rights pursuant to this Section 3.2 shall be held in abeyance for the Investors and their Affiliates until such time that all approvals or clearances pursuant to the HSR Act have been obtained, at which time the Investors and Affiliates shall proceed to close on their rights pursuant to this Section 3.2.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. If at any time the Company shall offer to sell any Securities to any Person (including, without limitation, the holders of the Company's preferred stock ("Preferred Stock") or Common Stock) (a "Securities Offering"), including, without limitation, in connection with a negotiated conversion or exchange of its Preferred Stock but excluding shares of Common Stock issued for the exercise of any Preferred Stock or options of the Company in accordance with their respective terms on the date of initial issuance, the holder of this Note shall have the right (in addition to any other rights of the holder of this Note, if any, as a holder of Preferred Stock, Common Stock or other Securities of the Company), at its option, to (a) Each Investor shall have purchase a preemptive right to purchase all or number of any portion of an offering by the Company, or any subsidiary such offered Securities of the Company, Company ("Offered Securities") up to the number of any equity security (or any security which is or may become convertible into or exchangeable or exercisable Offered Securities purchasable on the date of payment for such Offered Securities for an equity security) amount equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case sum of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; $15,675,000 plus (ii) the amount of any shares issued or issuable accrued and unpaid interest under this Note as of such date and (b) use this Note, up to officers, directors, employees, agents or consultants the Full Repayment Amount as of the Company or date of payment for Offered Securities and in lieu of cash, to purchase any subsidiary such Offered Securities. The right of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes holder of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") Note to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating Offered Securities under this Section 7 shall be conditioned upon (i) its intent to purchasethe receipt of all consents, (ii) whether exemptions, authorizations, or not it intends to exercise its right of over allotment; other actions by, or notices to, or filings with, Governmental Authorities and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some other Persons necessary or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of the Offered Securities by the Fund and (ii) the receipt of the approval of the Company's stockholders to the extent required under the NASD rules. Any such purchase of Offered Securities shall be at the most favorable price and on the most favorable terms offered to any restricted securitiesother Person. Upon the consummation of any purchase of Offered Securities by the holder of this Note in accordance with clause (b) of this Section 7, the Full Repayment Amount (beginning, first, with the Premium Amount, second, with any accrued and unpaid interest and, third, with the Principal Amount) of this Note shall be reduced dollar-for-dollar for any portion of the Full Repayment Amount used by the holder of this Note to purchase any such Offered Securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor Subject to Section 11(e), the Corporation shall not issue, sell or exchange, or agree to issue, sell or exchange, or reserve or set aside for issuance, sale exchange, (i) any shares of its Stock, (ii) any other equity securities of the Corporation, (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Corporation, or (iv) any debt securities convertible into capital stock of the Corporation (collectively, the "Offered Securities"), unless in each case the Corporation shall have first complied with this Section 11. So long as a preemptive right Stockholder holds at least ten percent (10%) of the outstanding Stock of the Corporation (including, for this purpose a trust, escrow or similar arrangement that holds ten percent (10%) or more of the outstanding stock of the Corporation) (a "Qualified Stockholder"), the Corporation shall deliver to purchase all such Qualified Stockholder a written notice of any proposed or any intended issuance, sale or exchange of Offered Securities (the "Offer"), which Offer shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which the Offered Securities are to be offered, issued, sold or exchanged, and (C) offer to issue and sell to such Qualified Stockholder up to such Qualified Stockholder's pro rata portion of an offering by the Company, or any subsidiary such Offered Securities. Such Qualified Stockholder's pro rata portion of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to Offered Securities shall be determined by multiplying the number or aggregate amount of securities being offered, multiplied the Offered Securities by a fraction, the numerator of which shall be is the number of Common Shares shares of Stock then held by such Investor Qualified Stockholder on a fully-diluted basis and the denominator of which shall be is the number of Common Shares held shares of Stock then outstanding, determined on a fully-diluted basis. Such Qualified Stockholder shall have the right, for a period of ten (10) days following delivery of the Offer, to purchase or acquire its pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by all shareholders its terms, shall remain open and irrevocable for such ten (including the Investors); provided that10) day period. To accept an Offer, in the case of any whole or in part (provided, however, that such offering by a subsidiary Qualified Stockholder may only elect to purchase part of the CompanyOffered Securities if the Offer is not contingent on the sale of all of the Offered Securities), such Qualified Stockholder must deliver a written notice ("Notice of Acceptance") to the Corporation prior to the end of the ten (10) day period of the Offer, setting forth the portion (or all, if the number Offer is contingent upon the sale of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% all of the equity securities being offered by such subsidiary then the number Offered Securities) of equity securities that each Investor has a preemptive right to purchase shall be increased its pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants portion of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of Offered Securities that such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing Qualified Stockholder elects to purchase. (b) In the event that the Investors have a Notice of Acceptance is not elected pursuant to this Section 4.01(b) to purchase all given by such Qualified Stockholder in respect of its pro rata portion of the contemplated offeringOffered Securities, the Company Corporation shall have ninety (90) days thereafter from the expiration of the ten (10) day period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given, but only to the securities not elected to be purchased by offerees or purchasers described in the Investors at the price Offer and only upon the same terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety and conditions (90) day periodincluding, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided abovelimitation, price per share). (c) Upon the closing of the issuance, sale or exchange of the Offered Securities that are subject to a Notice of Acceptance, such Qualified Stockholder shall purchase and acquire from the Corporation, and the Corporation shall sell and issue to such Qualified Stockholder, the number of Offered Securities specified in the Notice of Acceptance, upon the terms and conditions specified in the Offer. The purchase by such Qualified Stockholder of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Corporation and such Qualified Stockholder of a purchase agreement relating to such Offered Securities that shall be reasonably satisfactory in form and substance to such Qualified Stockholder and its counsel and in compliance with all applicable securities laws. (d) Any Offered Securities that are not acquired by such Qualified Stockholder or the offerees or purchasers described in the Offer in accordance with this Section 10 may not be issued, sold or exchanged until they are again offered to all Qualified Stockholders under the procedures specified in this Section 11. (e) Notwithstanding the foregoing, the pre-emptive rights of each Investor the Qualified Stockholders arising under this Article 4 Section 11 shall be subject not apply to (i) the ability issuance by the Corporation of not more than 10,181 shares of non-voting capital stock of the Corporation to employees, directors or consultants of the Corporation pursuant to any employee benefit, option or other equity incentive plan of the Corporation, in connection with an employment or consulting agreement or arrangement with the Corporation, or in exchange for other securities of the Corporation (including, without limitation, options) held by any such Investor employees, directors or consultants; provided, however, that any such plan, agreement or arrangement or exchange shall have been approved by a majority of the members of the Board who are not employees of the Corporation; or (ii) Offered Securities issued as a stock dividend to make representations holders of capital stock of the Corporation or upon any subdivision or combination of shares of Stock; or (iii) Offered Securities sold by the Corporation in an underwritten public offering pursuant to the Company reasonably required to comply with Rule 506 of Regulation D an effective registration statement under the Securities Act of 1933, as amended; or (iv) capital stock or securities exercisable for or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from financial or other institutions regularly engaged in such businesses; provided, however, that such leases or borrowings shall have been approved by a majority of the purchase members of the Board; or (v) any restricted securitieswarrants issued without consideration or for nominal consideration to financial or other institutions regularly engaged in the lending business in connection with debt financings; provided, however, that any such issuance shall have been approved by a majority of the members of the Board; or (vi) any performance-based equity issued in connection with strategic relationships; provided, however, that any such issuance shall have been approved by a majority of the members of the Board. (f) The failure of a Qualified Stockholder to exercise its rights under this Section 11 shall not be deemed to be a waiver of its rights hereunder in connection with any subsequent issuances, sale or exchange, or agreement to issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange, of Offered Securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor If, at any time prior to an initial Public Offering, the Company issues any equity securities (collectively, the “Offered Securities”) for cash, the Management Members owning Class A Common Units (the “Pre-Emptive Rights Holders”) shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable subscribe for an equity security) equal to the number or amount of securities being offeredsuch Offered Securities in the offering as they may elect to purchase or subscribe for, multiplied by up to such Management Member’s Ownership Percentage (determined as of the time of the approval of such issuance) of the total number or amount of Offered Securities proposed to be issued. The Company shall provide each Pre-Emptive Rights Holder with notice of a fraction, the numerator of which shall be proposed issuance subject to this preemptive right at least 10 days prior to such issuance specifying the number of Common Shares held by or amount of such Investor Offered Securities and the denominator proposed terms of which such issuance. If a Pre-Emptive Rights Holder exercises its right, it shall be required to pay the number same consideration for each Offered Security as the Company shall receive for each Offered Security purchased by a Person other than a Pre-Emptive Rights Holder and as the Company shall have specified in its notice of Common Shares held the proposed issuance. The preemptive right given by all shareholders (including the Investors)Company pursuant to this Section 6.2(a) shall terminate as to each Pre-Emptive Rights Holder if such Pre-Emptive Rights Holder shall not have notified the Company in writing of its election to exercise such right within 10 days after receipt of the notice of the proposed issuance; provided thatthat such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the case of any such offering by a subsidiary of parties shall again follow the Company, if the number of equity securities that the Investors collectively have procedures set forth in this Section 6.2(a). (b) The preemptive rights under Section 6.2(a) shall not apply to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of following: (i) shares securities issued to officers, employees or issuable directors of, or consultants or advisors to, the Company or its Subsidiaries pursuant to profit sharing, management option or other management incentive plans, including any issuance of the Equity Incentive Units; (ii) securities issued to non-Affiliates of the Company pursuant to any merger, consolidation, acquisition of assets or businesses or similar transaction, or in exchange for non-cash consideration; (iii) securities issued pursuant to a Unit split or Unit dividend; (iv) securities issued pursuant to the exercise of options any option, warrant or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereofsecurity; (iiv) any shares securities issued pursuant to a Public Offering; (vi) securities issued in connection with third-party debt financing; or issuable (vii) securities issued to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseSubsidiaries. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor Except in the case of Excluded Securities or the issuance of shares of Series A Preferred Stock and Warrants at the Additional Closing, the Company shall have a preemptive right not issue, sell or exchange, agree to purchase all issue, sell or any portion of an offering by the Companyexchange, or reserve or set aside for issuance, sale or exchange any subsidiary (i) equity security of the Company, (ii) debt security of any equity security (or any security which the Company that by its terms is or may become convertible into or exchangeable or exercisable for an any equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants security of the Company or has any subsidiary of the Companyother equity or equity-linked feature, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors (iii) security of the Company that is a combination of a debt and equity or equity-linked security or (iv) option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iii), unless in each case the Company shall have first offered to sell a portion of such securities to the Purchasers (the "Board of DirectorsOffered Securities"), or the board of directors of equal to each Purchaser's Proportionate Percentage at a price and on such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held have been specified by the Investors Company in writing delivered to the Purchasers (the "Offer"), which may be converted into or exercised Offer by its terms shall remain open and irrevocable for Common Shares have been so converted or exercised. The Company shall give the Investors at least a period of thirty (30) days prior written notice (from the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused date it is delivered by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseeach Purchaser. (b) In The Company may specify in the event Offer that all or a minimum amount of the Investors have not elected Offered Securities must be sold in such offering (to the Purchasers and/or any third parties pursuant to this Section 4.01(b(d) to purchase below), in which case any Notice of Acceptance (as defined below) shall be deemed conditioned upon (i) receipt of Notices of Acceptance of all or such minimum amount, as applicable, of the contemplated offeringOffered Securities and/or (ii) the sale of all or such minimum amount, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all as applicable, of the securities within such ninety Offered Securities pursuant to (90d) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided abovebelow. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. (a) For so long as it is entitled to nominate a Nominee under Section 2.1(b), each Investor shall have the right to purchase its pro rata portion (the “Pre-emptive Rights. Shares”) of any New Securities (other than, for the avoidance of doubt, any Excluded Securities) that the Company may from time to time issue or sell to any Person (including in a registered public offering) such that the Investor may maintain its relative ownership position in the Company, on a fully diluted basis. For this purpose, each Investor’s pro rata share is equal to the ratio of (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator (including all Common Shares issuable or issued upon exercise or conversion of outstanding warrants or options or convertible securities) of which shall such Investor, together with its Affiliates, is a holder or would be a holder upon conversion or exercise at the time notice of the proposed issuance of such New Securities is given by the Company pursuant to Section 5.1(b) to (b) the total number of Common Shares held by all shareholders (including all Common Shares issued or issuable upon the exercise or conversion of any outstanding warrants or options or convertible securities) outstanding immediately prior to the issuance of such New Securities. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) to the Investors, as appropriate, which Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding capital stock that such issuance would represent; (ii) the number of Pre-emptive Shares to which each Investor would be entitled; (iii) the proposed issuance date, which shall be at least 10 Business Days following the date of the Issuance Notice; and (iv) the proposed purchase price per share or that the purchase price per share will be determined based upon the trading price of the Company’s Common Shares at the time of issuance or by some other method. (c) The Investors, as applicable, shall for a period of seven Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, all or a portion of the Pre-emptive Shares by delivering a written notice to the Company. An Investor’s election, as applicable, to purchase Pre-emptive Shares shall be binding and irrevocable. If an Investor fails to deliver such written notice of its election within the Exercise Period in accordance with this Section 5.4(c); provided that, in such Investor shall be deemed to have waived all of its pre-emptive rights with respect to any such issuance. (d) In the case of any a sale of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board; provided, however, that such offering fair value as determined by a subsidiary the Board shall not exceed the aggregate market price of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by as of the date the Board authorizes the offering of such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase securities. (e) The Company shall be increased pro rata so that, collectively, free to complete the Investors have a preemptive right to purchase at least 20% proposed issuance or sale of such equity securities; provided further that there will be no such preemptive right New Securities described in the case of (i) shares issued or issuable Issuance Notice, including with respect to any Pre-emptive Shares not elected to be purchased pursuant to Section 5.4(c) above, in accordance with the exercise terms and conditions set forth in the Issuance Notice (except that the amount of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or New Securities to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company may be reduced in the Company, ’s discretion) so long as such issuance or any subsidiary sale is closed within 90 days after the expiration of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Exercise Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day New Securities in such time period, the Company shall not thereafter issue or sell any unsold securities New Securities without first offering such securities to the Investors delivering an Issuance Notice, as appropriate, in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection accordance with the purchase of any restricted securitiesprocedures set forth in this Section 5.4.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor If at any time prior to the IPO, the Company issues or sells any shares of Common Stock proposed to be purchased for value, directly or indirectly, by any of the Investors or any of their respective Affiliates (the “Offered Stock”), or permits any direct or indirect subsidiary to propose such issuance or sale, each Senior Management Stockholder (together with the other Senior Management Stockholders, the “Pre-Emptive Rights Holders”) shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable subscribe for an equity security) equal to the number or amount of securities being offeredsuch shares of Offered Stock in the offering as such Senior Management Stockholder may elect to purchase or subscribe for, multiplied up to and including such Senior Management Stockholder’s ownership percentage (not including Common Stock acquirable by exercise of options) in the Company (determined as of the time of the Board’s approval of such issuance) of the total number or amount of Offered Stock proposed to be issued (the “Participation Threshold”). The Company shall provide each Senior Management Stockholder with notice of a proposed issuance or sale subject to this pre-emptive right at least 10 days prior to such issuance (the “Participation Notice”) specifying the principal terms and conditions of the proposed issuance or sale, including (A) the amount and kind of Offered Stock to be included in the issuance or sale, (B) the price per share of Common Stock subject to issuance or sale, including a description of any pricing formulae and of any non-cash consideration sufficiently detailed to permit valuation thereof and (C) the name and address of the Person to whom the Offered Stock is proposed to be issued. If such Senior Management Stockholder exercises his or her pre-emptive right, he or she shall be required to pay the same consideration for each share of Offered Stock as the Company shall receive for each share of Offered Stock purchased by a fraction, Person other than a Pre-Emptive Rights Holder and as the numerator of which Company shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, have specified in the case of any such offering by a subsidiary its notice of the Company, proposed issuance (except that if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary its subsidiary, as applicable, receives non-cash consideration, the Senior Management Stockholder shall have the option, if he or she so chooses, to pay in cash the Fair Market Value of such non-cash consideration). The pre-emptive right given by the Company pursuant to this Section 5(a) shall terminate if the Senior Management Stockholder shall not have notified the Company in writing of its election to exercise such right within ten (10) days after receipt of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors notice of the proposed issuance; provided that such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the parties shall again follow the procedures set forth in this Section 5(a). Each Pre-Emptive Rights Holder desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written commitment to the Company (the "Board of Directors"), or the board of directors of such issuing subsidiary, as the case may be, within ten (10) days after the effectiveness of the Participation Notice specifying the amount of Offered Stock (not in any event to exceed such Pre-Emptive Rights Holder’s Participation Threshold) for which such Pre-Emptive Rights Holder desires to subscribe (each a “Participating Buyer”). Each Participation Buyer who does not so accept such offer in compliance with the above requirements, including the applicable time period, shall be deemed to have waived all rights to participate in such issuance or sale, and the Company (or any options granted of its subsidiaries, if applicable) shall thereafter be free to issue the Offered Stock to the prospective subscriber and any other Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not materially more favorable to the prospective subscriber and any other Participating Buyers than those set forth in the Participation Notice, without any further obligation to such non-accepting Pre-Emptive Rights Holders pursuant to this Section 5(a). If, prior to consummation, the terms of such proposed issuance or sale shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be materially more favorable to the prospective subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be granted thereunder; or (iii) shares issued or issuable in furnished, and the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes provisions of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into 5(a) separately complied with, in order to consummate such issuance or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise sale pursuant to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase5(a). (b) In The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided, and each such Participating Buyer shall be bound and obligated to acquire in the event issuance or sale on the same terms and conditions, with respect to each unit of Offered Stock issued, as the prospective subscriber, such amount of Offered Stock as such Participating Buyer shall have specified in such Participating Buyer’s written commitment; provided, however, that the Investors have not elected pursuant to this Section 4.01(b) to purchase all if any of the contemplated offeringeconomic terms of the issuance or sale change, including without limitation if the per share price will be greater than the per share price disclosed in the Participation Notice, or any of the other principal terms or conditions will be materially less favorable to the Participating Buyer than those described in the Participation Notice, the Company shall have ninety or the issuing subsidiary, as the case may be, will provide written notice thereof to each Participating Buyer and each Participating Buyer will then be given an opportunity to withdraw the offer contained in such holder’s written commitment (90by providing prompt (and in any event within 5 business days) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable notice of such withdrawal to the purchasers of Company or the issuing subsidiary, whereupon such securities than specified in the Company notice hereunder. In the event the Company has not sold some or withdrawing Participating Buyers will be released from all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboveobligations thereunder. (c) The rights If at the end of the 180th day following the date of the effectiveness of the Participation Notice the Company or the issuing subsidiary, as the case may be, has not completed the issuance or sale, each Investor under this Article 4 Participating Buyer shall be subject released from all obligations under the written commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 5 separately complied with, in order to consummate such Issuance pursuant to this Section 5. (d) The preemptive rights under Section 5(a) shall not apply to (i) securities issued to officers, employees or directors (other than representatives of the Investors) of, or consultants to, the Company or its subsidiaries pursuant to profit sharing, management stock option or other management incentive plans; (ii) securities issued to non-Affiliates pursuant to any merger, consolidation, acquisition of assets or businesses or similar transaction; (iii) securities issued pursuant to a stock split or stock dividend; (iv) securities issued pursuant to the ability exercise of such Investor any Option, warrant or convertible security; (v) securities issued pursuant to make representations a Public Offering; (vi) securities issued in connection with third-party debt financing; or (vii) securities issued to the Company reasonably required or any of its subsidiaries. (e) Notwithstanding anything to comply with Rule 506 of Regulation D under the Securities Act contrary in connection with the purchase of any restricted securitiesforegoing, in the event that the Company, in its reasonable judgment, needs to sell securities to the Investors prior to the notice periods set forth in clauses (a), (b) or (c) above, the Company shall, promptly following such issuance, give the Pre-Emptive Rights Holders the opportunity to invest in Offered Stock in order to maintain its ownership percentage (measured prior to the issuance to the Investors).

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor If at any time prior to an IPO, the Company or the IPO Entity issues (i) any equity or equity-linked securities or (ii) any securities proposed to be purchased by Blackstone ((i) and (ii) collectively, the "Offered Securities"), MSCP and the Management Members (the "Pre-Emptive Rights Holders") shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable subscribe for an equity security) equal to the number or amount of securities being offeredsuch Offered Securities in the offering as it may elect to purchase or subscribe for, multiplied by up to such Member's Ownership Percentage (determined as of the time of the approval of such issuance) of the total number or amount of Offered Securities proposed to be issued. The Company shall provide each Pre-Emptive Rights Holder with notice of a fraction, the numerator of which shall be proposed issuance subject to this preemptive right at least 10 days prior to such issuance specifying the number of Common Shares held by or amount of such Investor Offered Securities and the denominator proposed terms of which such issuance. If a Pre-Emptive Rights Holder exercises its right, it shall be required to pay the number same consideration for each Offered Security as the Company shall receive for each Offered Security purchased by a Person other than a Pre-Emptive Rights Holder and as the Company shall have specified in its notice of Common Shares held the proposed issuance (except that if the Company or its subsidiary, as applicable, receives non-cash consideration, the Pre-Emptive Rights Holder shall have the option, if it so chooses, to pay in cash the Fair Market Value of such non-cash consideration). The preemptive right given by all shareholders (including the Investors)Company pursuant to this Section 8.1(a) shall terminate as to each Pre-Emptive Rights Holder if such Pre-Emptive Rights Holder shall not have notified the Company in writing of its election to exercise such right within 10 days after receipt of the notice of the proposed issuance; provided thatthat such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the case of any such offering by a subsidiary of parties shall again follow the Company, if the number of equity securities that the Investors collectively have procedures set forth in this Section 8.1(a). (b) The preemptive rights under Section 8.1(a) shall not apply to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of following: (i) shares securities issued to officers, employees or issuable directors (other than representatives of MSCP or Blackstone) of, or consultants to, the Company or its Subsidiaries pursuant to profit sharing, management stock option or other management incentive plans; (ii) securities issued to non-Affiliates pursuant to any merger, consolidation, acquisition of assets or businesses or similar transaction; (iii) securities issued pursuant to a stock split or stock dividend; (iv) securities issued pursuant to the exercise of options any option, warrant or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereofsecurity; (iiv) any shares securities issued pursuant to a public offering; (vi) securities issued in connection with third-party debt financing; or issuable (vii) securities issued to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseSubsidiaries. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice PeriodNOTICE PERIOD") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotmentRIGHT OF OVER ALLOTMENT") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all of the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. Except as otherwise expressly provided herein and except for the issuance of Common Stock for the purposes set forth on Schedule 3(c), the Company hereby agrees that it shall not offer, sell or exchange any of its equity securities (aor securities which could be converted into equity securities) Each Investor unless the Company shall have a preemptive right to purchase all or any portion first complied with the terms of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investorsthis Section 4(e); provided thatprovided, in the case of any such offering by a subsidiary of the Companyhowever, if the number of equity securities that the Investors collectively Buyer shall not have preemptive any rights pursuant to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right this Section 4(e) with respect to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of any (i) shares issued or issuable issuances of securities in a underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereofSecurities Act); (ii) issuances of securities as consideration for a merger, consolidation or purchase of substantially all of the assets of another corporation, (iii) grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by holders of a majority of the shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary a majority of the Companymembers of a committee of independent directors established for such purpose; and (iv) sales of Common Stock (or securities convertible into Common Stock) in an aggregate amount not exceeding 1,408,440 shares (subject to adjustment for stock splits, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of dividends, stock combination and similar transactions). Except as otherwise expressly provided herein, if the Company desires to offer, sell or exchange any of its equity securities (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may could be converted into or exercised for Common Shares have been so converted or exercised. The Company equity securities), it shall give the Investors at least thirty (30) days prior written first deliver notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, each Buyer stating (i) its intent bona fide intention to purchasedo so, (ii) whether or not it intends the number and type of such securities to exercise its right of over allotment; be offered (the "Offered Securities"), and (iii) the maximum amount price and terms upon which it proposes to offer such securities. By written notification received by the Company, within 10 days after receipt of securities it is willing to purchase. (b) In the event that the Investors have not elected pursuant to this Section 4.01(b) such notice, each Buyer may elect to purchase all from the Company that proportion of each class, series and type of such securities referenced in such notice so that it would maintain its current pro rata ownership of the contemplated offeringCompany on a fully-diluted basis if all such securities were sold, all on the purchase price and on the terms specified in such notice. The Company shall have be free at such time prior to ninety (90) days thereafter after the date of its notice of offer to the Buyer to offer and sell to any such third party or parties the securities Offered Securities not elected agreed by the Buyer to be purchased by the Investors them, at the a price and upon the on payment terms no more less favorable to the purchasers of such securities Company than those specified in such notice of offer to the Company notice hereunderBuyer. In the event the Company has However, if such third party sale or sales are not sold some or all of the securities consummated within such ninety (90) day periodperiod or if there is any material change in the principal terms of the offer including, without limitation, any change in the price, the Company shall not thereafter issue or sell any unsold securities such Offered Securities as shall not have been purchased within such period without first offering such securities to the Investors in the manner provided aboveagain complying with this Section 4(e). (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right Except for (i) the issuance of Common Stock (or securities convertible into or containing options or rights to purchase acquire shares of Common Stock) (A) pursuant to an Initial Public Offering, (B) as consideration for the acquisition of all or any substantial portion of the assets or all or any portion of an offering by the Companycapital stock of any Person, (C) upon conversion, exchange or any subsidiary reclassification of shares of one class or series of capital stock of the Company into shares of another class or series of capital stock of the Company, of (D) to any equity security (current or any security which is former employee or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants director of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements its Subsidiaries as employment-related compensation in a transaction approved by the Board of Directors Directors, or (E) upon the exercise or redemption of any options, warrants or other rights to acquire shares of Common Stock which are outstanding as of the Company (Effective Time or upon the "Board exercise of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunderacquire up to 11,500 shares of Common Stock authorized and reserved for issuance under the Company’s 2010 Equity Incentive Plan as of the Effective Time; or (iiiii) shares Securities issued pursuant to the SPRA or issuable in any Securities issued upon the acquisition by exercise or conversion of Securities issued pursuant to the SPRA, if the Company authorizes the issuance and sale of any shares of any class of Securities (other than as a dividend, stock split, split-up or by a subsidiary of other distribution on the outstanding Common Stock) (such Securities, “Issuance Securities”), the Company of any other corporationwill first offer to sell to each 5% Holder, association, partnership or another entity or the assets or securities thereof. Each Investor and each such 5% Holder shall have such the right to purchase when (the securities are issued “Purchase Right”) at the price and on the terms set forth in the Issuance Notice (defined below), a pro rata portion of such Issuance Securities (based upon the respective number of Securities then held by all 5% Holders on a fully diluted and as-converted to Common Stock basis, but excluding any shares of Common Stock issuable upon exercise of any options, warrants or sold other rights to acquire shares of Common Stock then held by any Stockholders). (b) Promptly after the Company, or any subsidiary Company authorizes the proposed issuance and sale of the CompanyIssuance Securities, on the best Company shall notify (“Issuance Notice”) each 5% Holder in writing of such authorization, with such notification setting forth in reasonable detail the material terms of such issuance, including the terms of the Issuance Securities, the purchase price therefor, the payment terms and conditions as such securities are offered 5% Holder’s percentage allotment. Each 5% Holder (or applicable designee or delegee thereof) entitled to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least purchase Issuance Securities must exercise such 5% Holder’s Purchase Right within thirty (30) days prior written notice after delivery by the Company of the Issuance Notice (the "“Pre-Emptive Right Notice Period"”). (c) of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing Upon the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary expiration of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Pre-Emptive Right Notice Period, stating if Purchase Rights have been exercised by the 5% Holders with respect to some but not all of the Issuance Securities, then the Company shall immediately send written notice to those 5% Holders who timely and fully exercised their Purchase Rights (ithe “Exercising Holders”). Each Exercising Holder shall have an additional right to purchase (“Secondary Purchase Right”) its intent all or any part of the balance of any such remaining Issuance Securities on the terms and conditions specified in the Issuance Notice. To exercise such Secondary Purchase Right, an Exercising Holder must provide written notice to purchase, the Company within ten (ii10) whether days after the Company’s delivery of such notice of the Secondary Purchase Right. In the event two (2) or not it intends more Exercising Holders choose to exercise its right the Secondary Purchase Right for a total number of over allotment; and (iiiremaining Issuance Securities in excess of the number available, the remaining Issuance Securities available for purchase under this Section 5.1(c) shall be allocated to such Exercising Holders pro rata based on the maximum amount relative number of securities it is willing shares of Issuance Securities such Exercising Holders have elected to purchasepurchase pursuant to their respective Secondary Purchase Right. (bd) In Beginning fifteen (15) days after the event that the Investors have not elected pursuant to this Section 4.01(b) to purchase all expiration of the contemplated offeringPre-Emptive Right Notice Period, the Company shall have for a period of ninety (90) days thereafter days, the Company will be free to sell such Issuance Securities that the securities 5% Holders have not elected to be purchased by the Investors at the price purchase on terms and upon the terms conditions no more favorable to the purchasers of thereof than those offered to such securities than specified in 5% Holders. Any Issuance Securities offered or sold by the Company notice hereunder. In the event the Company has not sold some or all of the securities within after such ninety (90) day periodperiod must be reoffered to the 5% Holders entitled to purchase such Issuance Securities pursuant to the terms of this Section 5. Any purchaser of Issuance Securities pursuant to this Section 5.3(d) that is not already a party hereto, as a condition precedent to the closing of any such sale, shall have executed and delivered to the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided abovean Instrument of Accession. (ce) The Notwithstanding anything else contained in this Section 5 to the contrary, each 5% Holder shall be entitled to assign or delegate its rights of each Investor under this Article 4 Section 5 to any of its Affiliates and any Designated Holder shall be entitled to assign or delegate its rights under this Section 5 to its Affiliates or the other Designated Holder or its Affiliates; provided that such assignment or delegation would not violate Section 2.5, and subject to the ability last sentence of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesSection 5.1(d).

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right For so long as Term Loan Commitments (as defined in the Credit Facility) remain outstanding under the Credit Facility, subject to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securitySection 6.08(c) equal to the number or amount of securities being offered, multiplied by a fractionbelow, the numerator of which Company shall be the number of Common Shares held by such give each Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Additional Investors); provided that, in the case ) notice (an “Issuance Notice”) of any such proposed offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or Equity Securities in a private placement in connection with equity financing for cash proposed by Delta and/or CK Opps I at least fifteen (15) Business Days prior to the assets or securities thereofproposed issuance date. Each Investor The Issuance Notice shall have specify the price at which such right to purchase when the securities are issued or sold by the Company, or any subsidiary Equity Securities of the Company, on the best terms and conditions as such securities Company are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, the class of Equity Security, and the other material terms of the issuance. Subject to Section 6.08(c) below, each Investor (including the Additional Investors) shall be entitled to purchase the number of the Equity Securities of the Company proposed to be issued that is equal to its Commitment Fraction multiplied by the total number of Equity Securities proposed to be issued (such Investor’s, “Pro Rata Share”), at the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of terms specified in the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseIssuance Notice. (b) In the event that the Investors have not elected pursuant to this Section 4.01(bEach Investor (including any Additional Investor) who desires to purchase any or all of its Pro Rata Share of the contemplated offering, Equity Securities of the Company specified in the Issuance Notice shall have ninety deliver notice to the Company (90each, an “Exercise Notice”) days thereafter of its election to sell purchase any such Equity Securities within five (5) Business Days of receipt of the securities not elected Issuance Notice (the “Exercise Period”). The Exercise Notice shall specify the number (or amount) of Equity Securities to be purchased by such Investor and shall also include the Investors maximum number (or amount) of such Equity Securities such Investor would be willing to purchase if any other Investor elects to purchase less than the Pro Rata Share of Equity Securities that they are entitled to purchase pursuant to this provision. The Exercise Notice shall constitute exercise by such Investor of its rights under this Section 6.08 and a binding agreement of such Investor to purchase, at the price and upon on the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunderIssuance Notice, the number (or amount) of Equity Securities specified in the Exercise Notice. In If, at the event termination of the Company Exercise Period, any Investor shall not have delivered an Exercise Notice to the Company, or shall have delivered an Exercise Notice within the Exercise Period with respect to less than all of its Pro Rata Share, such Investor shall be deemed to have irrevocably waived all of its rights under this Section 6.08 solely with respect to (x) the purchase of such Equity Securities or (y) the portion of its Pro Rata Share with respect to which such Investor has not sold some or all of the securities within such ninety (90) day periodexercised its preemptive rights, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided aboverespectively. (c) The Notwithstanding the foregoing, no Investor shall be entitled to purchase Equity Securities of the Company as contemplated by this Section 6.08 and no Issuance Notice is required to be delivered in connection with any issuance of Equity Securities of the Company (i) pursuant to any management incentive plan approved by the Board, (ii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction approved by the Board (whether structured as a merger, consolidation, asset purchase, stock purchase, or otherwise), (iii) to any director, executive officer or other employee of, or consultant to, the Company or any Subsidiary of the Company, (iv) as dividends or distributions to holders of Equity Securities of the Company, generally, on a pro rata basis, or in connection with a stock split, or (v) consisting of warrants or other rights to purchase or subscribe for Equity Securities of the Company or securities convertible into or exchangeable for such Equity Securities of the Company, in each case, in connection with any bona fide debt financing with any current or future lenders to the Company or its Subsidiaries. (d) No Investor will have any pre-emptive rights under this Section 6.08 once such Investor ceases to own at least 50% of the Equity Securities of the Company issued to such Investor under this Article 4 shall be subject to Agreement (or acquired from any such Investor).” 5. The Investment Agreement is hereby amended by making the ability additions in blue underlined text (indicated textually in the same manner as the following example: underlined text) and deletions in red stricken text (indicated textually in the same manner as the following example: stricken text), as set forth below: a. The definition of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.“Permitted Transferee” is hereby amended as follows:

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights.Except for issuances of equity securities of the Company (ai) pursuant to the Contribution Agreements, (ii) pursuant to a public offering registered under the Securities Act, (iii) to employees or Outside Managers of the Company or its Subsidiaries, (iv) as payment of all or a portion of the purchase price of any business or assets thereof acquired by the Company or any of its Subsidiaries, (v) to landlords, lessors or lenders in connection with any bona fide lease arrangement or financing, (vi) to consultants, financial advisors or vendors as payment for services or products, (vii) to a strategic partner upon entering into a long-term business relationship with such Person, or (viii) upon the exercise of any option or other right described in any of clauses (i) through (vii) above, if the Company authorizes the issuance or sale of any Common Units or any securities convertible, exchangeable or exercisable for Common Units, the Company shall offer to sell to each Securityholder that is a holder of Common Units, at the same price and on the same terms, a portion of such units or securities equal to the quotient determined by dividing (1) the number of Common Units (other than Unvested Units) held by such Securityholder by (ii) the total number of Common Units (other than Unvested Units) outstanding, in each case on a Fully Diluted Basis (other than Unvested Units). Each Investor holder of Common Units shall have a preemptive right be entitled to purchase such units or securities at the most favorable price and on the most favorable terms as such units or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or any portion of an offering by the Company, receive such units or any subsidiary securities are required to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securitythe Securityholders exercising their rights pursuant to this Section 4(a) equal shall also be required to purchase the number or amount same strip of securities being offered, multiplied by a fraction, (on the numerator of which shall be the number of Common Shares held by such Investor same terms and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Sharesconditions) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable such other Persons are required to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedpurchase. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount purchase price for all units and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior offered to the close holders of business on Securityholder Units shall be payable in cash or, to the last day of the Notice Periodextent otherwise required hereunder, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasenotes issued by such holders. (b) In order to exercise its purchase rights hereunder, a holder of Securityholder Units must within fifteen (15) days after receipt of written notice from the event that Company describing in reasonable detail the Investors have not elected pursuant units or securities being offered, the purchase price thereof, the payment terms and such Securityholder's percentage allotment, deliver a written notice to this Section 4.01(bthe Company describing its election hereunder. (c) to purchase all Upon the expiration of the contemplated offeringoffering period described above, the Company shall be entitled to sell such units or securities which the holders of Securityholder Units have not elected to purchase during the ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price following such expiration on terms and upon the terms conditions no more favorable to the purchasers of thereof than those offered to such holders. Any such securities than specified in offered or sold by the Company notice hereunder. In the event the Company has not sold some or all of the securities within after such ninety (90) -day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities period must be reoffered to the Investors in holders of Securityholder Units pursuant to the manner provided aboveterms of this Section 4. (cd) The rights of each Investor under set forth in this Article Section 4 shall be subject continue with respect to each Securityholder Unit until the ability earlier of (i) the transfer of such Investor to make representations to Securityholder Unit in a Public Sale, or (ii) the consummation of a Sale of the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesor a Qualified Public Offering.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all For so long as Telstra Shareholder Group beneficially owns any Class B Ordinary Shares or any portion Orchid Shareholder Group beneficially owns in the aggregate at least 5% of an offering by the Company, or any subsidiary issued and outstanding shares in the capital of the Company, of at any equity security (time the Company proposes to issue any Ordinary Shares, or any security which is or may become securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company other than (i) pursuant to any present or exercisable for future employee, director or consultant benefit plans or programs of the Company that has been duly approved by the shareholders of the Company and the issuance of any Ordinary Shares issuable upon exercise of such equity awards under any such plans, (ii) the issuance of Class A Ordinary Shares upon conversion of the Class B Ordinary Shares, or (iii) upon a stock split, stock dividend or any subdivision of the Ordinary Shares (the “New Securities”), the Company shall notify the Telstra Shareholder Group and the Orchid Shareholder Group (collectively, the “Pre-emptive Shareholders” and individually, the “Pre-emptive Shareholder”) in writing of such proposal (an equity security“Issue Notice”). The Issue Notice shall specify the number and type of New Securities to be offered by the Company and the material terms of the proposed offer (including the proposed price or range of prices per New Security and other material conditions), as well as a statement that the pre-emptive rights are available to Telstra Shareholder Group. Such Issue Notice should be provided to the Pre-emptive Shareholders prior to any filing with any regulatory authority or any public disclosure. (b) The Pre-emptive Shareholders shall have the right to purchase such number of New Securities at such Pre-emptive Shareholder’s election, so as to enable such Pre-emptive Shareholder to beneficially hold, after the issuance of the New Securities which are the subject to the Issue Notice, a pro rata portion of the New Securities equal to the number or amount percentage of securities being offeredthe issued and outstanding share capital of the Company then beneficially owned by such Pre-emptive Shareholder prior to the issuance of the New Securities, multiplied upon the same terms and conditions set forth in the Issue Notice, by giving written notice to the Company of the exercise of this right within twenty (20) Business Days of such Pre-emptive Shareholder’s receipt of the Issue Notice. If such notice is not given by a fractionPre-emptive Shareholder within such twenty (20) Business Days thereof, such Pre-emptive Shareholder shall be deemed to have elected not to exercise their rights under this Section 4.1 with respect to the issuance described in that specific Issue Notice. (c) If the Pre-emptive Shareholders exercises their rights provided in this Section 4.1, the numerator closing of the purchase of the New Securities with respect to which such right has been exercised shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders take place (including the Investors); provided that, X) in the case of any such public offering by or a subsidiary of Rule 144A offering, concurrently with the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% closing of such equity securities; provided further that there will be no such preemptive right offering, or (Y) in the case of (i) shares issued or issuable pursuant to any other private offering, concurrently with the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors closing of such subsidiaryprivate offering, as provided that the case may be, or any options granted or to be granted thereunder; or closing of such private offering should occur no sooner than ten (iii10) shares issued or issuable in the acquisition by the Company or by a subsidiary Business Days after such Pre-emptive Shareholder giving notice of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedexercise. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of and such Pre-emptive Shareholder exercising their rights under Section 4.1 will use commercially reasonable efforts to secure any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issuedregulatory or shareholder approvals or other consents, and to comply with any Law necessary in connection with the price offer, sale and other terms upon which the Companypurchase of, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseNew Securities. (bd) In the event that the Investors have not elected pursuant Pre-emptive Shareholders fails to exercise their right provided in this Section 4.01(b4.1 within such twenty (20) Business Day period, or in the event that such Pre-emptive Shareholder fails to purchase all of consummate its transaction within the contemplated offeringrequisite period set forth in subsection (c) above, the Company shall have thereafter be entitled to issue and sell within ninety (90) days thereafter to sell Business Days the securities New Securities not elected to be purchased pursuant to this Section 4.1 by such Pre-emptive Shareholder at a price no less than that offered to the Investors at the price Pre-emptive Shareholders, and otherwise upon the terms and conditions no more favorable to the any third-party purchasers of such securities than were specified in the Company notice hereunderIssue Notice. Notwithstanding the foregoing, if such issuance or sale is subject to the receipt of any regulatory or shareholder approval or consent or the expiration of any waiting period, the time period during which such issuance or sale may be consummated shall be extended until the expiration of ten (10) Business Days after all such approvals or consents have been obtained or waiting periods expired. In the event the Company has not issued and sold some or all of the securities New Securities within such ninety (90) day periodBusiness Day period (as such period may be extended in the manner described in the preceding sentence), the Company shall not thereafter offer, issue or sell such or any unsold securities other New Securities without first offering such securities to the Investors Pre-emptive Shareholders in the manner provided abovein this Section 4.1 . (ce) The rights In the case of each Investor under this Article 4 the offering of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be subject deemed to be the ability fair value thereof as determined in good faith by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights.Except for issuances of equity securities of the Company (ai) pursuant to a public offering registered under the Securities Act, (ii) to employees or Outside Managers of the Company or its Subsidiaries, (iii) as payment of all or a portion of the purchase price of any business or assets thereof acquired by the Company or any of its Subsidiaries, (iv) to landlords, lessors or lenders in connection with any bona fide lease arrangement or financing, (v) to consultants, financial advisors or vendors as payment for services or products, (vi) to a strategic partner upon entering into a long-term business relationship with such Person, (vii) upon the exercise of any option or other right described in any of clauses (i) through (vii) above, or (viii) pursuant to the Redemption Agreement, if the Company authorizes the issuance or sale of any Common Units or any securities convertible, exchangeable or exercisable for Common Units, the Company shall offer to sell to each Securityholder that is a holder of Common Units, at the same price and on the same terms, a portion of such units or securities equal to the quotient determined by dividing (1) the number of Common Units (other than Unvested Units) held by such Securityholder by (ii) the total number of Common Units (other than Unvested Units) outstanding, in each case on a Fully Diluted Basis (other than Unvested Units). Each Investor holder of Common Units shall have a preemptive right be entitled to purchase such units or securities at the most favorable price and on the most favorable terms as such units or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or any portion of an offering by the Company, receive such units or any subsidiary securities are required to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securitythe Securityholders exercising their rights pursuant to this Section 4(a) equal shall also be required to purchase the number or amount same strip of securities being offered, multiplied by a fraction, (on the numerator of which shall be the number of Common Shares held by such Investor same terms and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Sharesconditions) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable such other Persons are required to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedpurchase. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount purchase price for all units and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior offered to the close holders of business on Securityholder Units shall be payable in cash or, to the last day of the Notice Periodextent otherwise required hereunder, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasenotes issued by such holders. (b) In order to exercise its purchase rights hereunder, a holder of Securityholder Units must within fifteen (15) days after receipt of written notice from the event that Company describing in reasonable detail the Investors have not elected pursuant units or securities being offered, the purchase price thereof, the payment terms and such Securityholder's percentage allotment, deliver a written notice to this Section 4.01(bthe Company describing its election hereunder. (c) to purchase all Upon the expiration of the contemplated offeringoffering period described above, the Company shall be entitled to sell such units or securities which the holders of Securityholder Units have not elected to purchase during the ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price following such expiration on terms and upon the terms conditions no more favorable to the purchasers of thereof than those offered to such holders. Any such securities than specified in offered or sold by the Company notice hereunder. In the event the Company has not sold some or all of the securities within after such ninety (90) -day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities period must be reoffered to the Investors in holders of Securityholder Units pursuant to the manner provided aboveterms of this Section 4. (cd) The rights of each Investor under set forth in this Article Section 4 shall be subject continue with respect to each Securityholder Unit until the ability earlier of (i) the transfer of such Investor to make representations to Securityholder Unit in a Public Sale, or (ii) the consummation of a Sale of the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesor a Qualified Public Offering.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each So long as the Investor shall have a preemptive right to purchase all or any portion of an offering by satisfies the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company5% Beneficial Ownership Requirement, if the number of equity securities that Company proposes to issue Equity Securities, other than in an Excluded Issuance, then the Investors collectively have preemptive rights Company shall: (1) provide written notice to purchase from the company is Investor no less than 20% five Business Days prior to the planned announcement of such issuance (the date of such planned announcement, the “Proposed Announcement Date”), setting forth in reasonable detail (A) the designation and all of the equity terms and provisions of the securities being offered by such subsidiary then proposed to be issued (the number of equity securities that each Investor has a preemptive right “Proposed Securities”), including, to purchase shall be increased pro rata so that, collectivelythe extent applicable, the Investors have a preemptive right to purchase at least 20% voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity, (B) the anticipated price and other terms of the proposed sale of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants type of offering of the Proposed Securities) and (C) the amount of such securities proposed to be issued; provided, that following the delivery of such notice, the Company shall deliver to the Investor any such information the Investor may reasonably request in order to evaluate the proposed issuance, except that the Company shall not be required to deliver any information that has not been and will not be provided or any subsidiary otherwise made available to the proposed purchasers of the CompanyProposed Securities; and (2) offer to issue and sell to the Investor, upon exercise of any option granted or full payment by the Investor, on such terms as the Proposed Securities are to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors issued a portion of the Company Proposed Securities equal to a percentage determined by dividing (A) the "Board number of Directors")shares of Common Stock the Investor beneficially owns on an as converted basis, or the board but excluding for this purpose any attribution of directors ownership of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by persons who are not Affiliates of the Investors which may Investor by (B) the total number of shares of Common Stock then outstanding on an as-converted basis (in each case, the as-converted basis shall be converted into or exercised for Common Shares have been so converted or exercised. The calculated using the maximum number of shares issuable under outstanding Equity Securities; such percentage, an Investor’s “Participation Portion”); provided, however, that, the Company shall give not be required to offer to issue or sell to the Investors at least thirty (30) days prior Investor the portion of the Proposed Securities that would require the Company to obtain shareholder approval in respect of the issuance of any Proposed Securities under the listing rules of NYSE or any other securities exchange or any other applicable Law to the extent such shareholder approval would not otherwise be required in connection with such proposed issuance or any contemporaneous transaction; provided, further, however, that the Company shall still be obligated to provide written notice of such proposed issuance to the Investor pursuant to Section 3(a)(1), which notice shall include a description of the Proposed Securities (including the number thereof) that would require shareholder approval in respect of the issuance thereof (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase“Restricted Issuance Information”). (b) In The Investor will have the event that option, exercisable by written notice to the Investors have not elected pursuant Company, to this Section 4.01(b) accept the Company’s offer and commit to purchase any or all of the contemplated Equity Securities offered to be sold by the Company to the Investor, which notice (a “Participation Notice”) must be given no less than three Business Days prior to the Proposed Announcement Date (the “Notice Date”). If the Company offers two or more securities in units to the other participants in the offering, the Investor must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. For the avoidance of doubt, in the event the Investor provides a Participation Notice in accordance with this Section 3(b) for an Eligible Registered Equity Issuance, then the Investor must also provide a “market order” in connection with such Participation Notice, as part of any bookbuilding of such offering, and upon closing of such offering, the Investor shall be allocated and required to purchase the Equity Securities set forth in its Participation Notice through the closing procedures otherwise provided for in such Eligible Registered Equity Issuance. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right; provided, however, for any issuance other than an Eligible Registered Equity Issuance, that the closing of any purchase by any such Investor may be extended beyond the closing of the sale of the Proposed Securities giving rise to such preemptive right to the extent necessary to obtain required approvals from any Governmental Authority, and in such event, pursuant to Section 13(a), the Company shall have ninety (90) days thereafter use its commercially reasonable efforts to cooperate with the Investor to obtain any such required approvals. If the Investor does not deliver a Participation Notice on or before the Notice Date, the Company will be free to sell such Proposed Securities that the securities Investor has not elected to be purchased by purchase during the Investors at 90 days following the price Notice Date on terms and upon the terms conditions no more favorable to the purchasers of such securities thereof than specified those offered to the Investor in the Company notice hereunderdelivered in accordance with Section 3(a). In the event Any Proposed Securities offered or sold by the Company has not sold some after such 90-day period must be reoffered to issue or all of sell to the securities within such ninety (90) day periodInvestor pursuant to this Section 3; provided, that the Company shall not thereafter issue or sell any unsold securities without first offering such securities be required to reoffer to the Investors Investor the portion of the Proposed Securities that would require the Company to obtain shareholder approval in respect of the manner provided aboveissuance of any Proposed Securities under the listing rules of NYSE or any other securities exchange or any applicable Law to the extent such shareholder approval would not otherwise be required in connection with such proposed issuance. (c) The election by the Investor not to exercise its subscription rights of each Investor under this Article 4 Section 3 in any one instance shall not affect their right as to any subsequent proposed issuance. (d) Notwithstanding anything in this Section 3 to the contrary, the Company will not be deemed to have breached this Section 3 if not later than ten Business Days following the issuance of any Proposed Securities in contravention of this Section 3, the Company or the transferee of such Proposed Securities offers to sell a portion of such Equity Securities or additional Equity Securities of the type(s) in question to the Investor such that, taking into account such previously-issued Proposed Securities and any such additional Proposed Securities, the Investor will have had the right to purchase or subscribe for Proposed Securities in a manner consistent with the allocation and other terms and upon same economic and other terms provided for in Sections 3(a) and 3(b). (e) In the case of an issuance subject to this Section 3 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be subject deemed to be the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securitiesFair Market Value thereof.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right If the Company intends, directly or indirectly, to offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase all or other disposition of) any portion of an offering by the Companyits equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any subsidiary of the Companytime during its life and under any circumstances, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity securityits Common Shares or securities convertible or exchangeable into its Common Shares, other than pursuant to the Series A Note Offering or Common Shares issued for strategic investments or bona fide acquisitions, firmly underwritten public offerings with gross proceeds in excess of US $50,000,000 and any Approved Shares Plan (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), the Company shall have first complied with this Section 8.19. (b) equal The Company shall deliver to each Purchaser, so long as such Purchaser is then a holder of outstanding Notes, a written notice (the “Offer Notice”) of any proposed or intended issuance or sale (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued or sold, and the number or amount of securities being the Offered Securities to be issued or sold, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, multiplied issued or sold and (z) offer to issue and sell to such Purchasers, so long as such Purchasers are then a holder of outstanding Notes, an aggregate amount representing thirty percent (30%) of the amount of the Subsequent Placement, to be allocated among such Purchasers (i) based on such Purchaser’s Allocation Percentage (the “Basic Amount”), and (ii) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (c) To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company prior to the end of the second (2nd) Business Day by a fraction5:00 p.m New York City time after such Purchaser’s receipt of the Offer Notice containing the final definitive terms of the Subsequent Placement (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the numerator Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice Of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of which all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the number Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of Common Shares held by such Investor all the Basic Amounts and the denominator of which Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary entitled to purchase only that portion of the CompanyAvailable Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, if subject to rounding by the number of equity securities that Company to the Investors collectively have preemptive rights extent its deems reasonably necessary. (d) If the Purchasers, collectively, do not elect to purchase from the company is less than 2030% of the equity securities being offered Subsequent Placement which may be purchased by such subsidiary then Purchasers pursuant to this Section 8.19, the number of equity Issuer may offer and sell the securities that each Investor has a preemptive right to which the Purchasers were entitled to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors")hereunder, or the board of directors of such subsidiarysecurities not purchasable by the Purchasers hereunder, as the case may be, or any options granted or to be granted thereunder; or a third party (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least include any Purchaser), provided that such sale must occur within thirty (30) days prior written notice (of the "Notice Period") of any proposed securities issuance that would give rise Subsequent Placement Closing Date and on the same terms and conditions set forth in the Offer Notice. Any such sale made after such thirty-day period, or on terms or conditions different than the terms set forth in the Offer Note, must again be offered to preemptive rights as contemplated the Purchasers in this accordance with Section 4.01 describing the amount and type 8.19 above. Each purchase of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase. (b) In the event that the Investors have not elected Purchasers pursuant to this Section 4.01(b) to purchase all of 8.19 shall take place on the contemplated offering, the Company shall have ninety (90) days thereafter to sell the securities not elected to be purchased by the Investors at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company notice hereunder. In the event the Company has not sold some or all of the securities within such ninety (90) day period, the Company shall not thereafter issue or sell any unsold securities without first offering such securities to the Investors in the manner provided above. (c) The rights of each Investor under this Article 4 shall be subject to the ability of such Investor to make representations to the Company reasonably required to comply with Rule 506 of Regulation D under the Securities Act in connection with the purchase of any restricted securities.Subsequent Placement Closing Date